The director presents his annual report and unaudited financial statements for the year ended 31 December 2025.

The principal activity of the company continued to be that of an intermediate holding company.

The profit for the year, after taxation, amounted to £Nil (2024: £Nil).

The director has declared a dividend of £Nil (2024: £Nil).

The director who held office during the year and up to the date of signature of the financial statements was as follows:

The director has included a business review within the strategic report.

This report was approved by the board and signed on its behalf.

The Company is part of the group headed by One Group Construction Limited. Detailed forecasts of the Company and Group for a period of at least 12 months from the approval of these financial statements have been considered. Taking into account the current economic climate and reasonably possible downsides, the directors have a reasonable expectation that the Company and the Group has sufficient resources to meet their obligations as they fall due and continue in operational existence for the foreseeable future.

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Warmlife Holdings Limited for the year ended 31 December 2025 which comprise, the statement of financial position and the related notes from the company’s accounting records and from information and explanations you have given us.

This report is made solely to the board of directors of Warmlife Holdings Limited, as a body, in accordance with the terms of the engagement letter dated 6 February 2024. Our work has been undertaken solely to prepare for your approval the financial statements of Warmlife Holdings Limited and state those matters that we have agreed to state to the board of directors of Warmlife Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Warmlife Holdings Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Warmlife Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and result of Warmlife Holdings Limited. You consider that Warmlife Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Warmlife Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the income statement within the financial statements.true

Warmlife Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 30 White House Road, Ipswich, IP1 5LT.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Exemption from preparing consolidated financial statements

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Warmlife Holdings Limited is a wholly owned subsidiary of SEH Group Limited and the results of Warmlife Holdings Limited are included in the consolidated financial statements of One Group Construction Limited which are available from its registered address, 30 White House Road, Ipswich, Suffolk, IP1 5LT.

The Company is part of the group headed by One Group Construction Limited. Detailed forecasts of the Company and Group for a period of at least 12 months from the approval of these financial statements have been considered. Taking into account the current economic climate and reasonably possible downsides, the directors have a reasonable expectation that the Company and the Group has sufficient resources to meet their obligations as they fall due and continue in operational existence for the foreseeable future.true

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The most critical estimates, assumptions and judgements relate to the determination of carrying value of unlisted investment at fair value through profit or loss. The nature, facts and circumstance of the investment drives the valuation methodology.

The company has no employees other than the director, who did not receive any remuneration (2024: £Nil).

Details of the company's subsidiaries at 31 December 2025 are as follows:

All of the above named companies were incorporated in England and Wales and have a registered office address of 30 White House Road, Ipswich, Suffolk, IP1 5LT.

The company's reserve is as follows:

Called up share capital

Called up share capital represents the nominal value of the shares issued.

There is a contingent liability in respect of guarantees given by the company in common with fellow subsidiaries, to its bankers for loan and overdraft facilities granted to the ultimate parent company, One Group Construction Limited, and its subsidiaries. Debt is further secured by legal charges over property owned by the group. At the year-end other companies in the group had gross overdrafts amounting to £12,089,491 (2024: £13,244,463).

The group has a right of set off between overdrafts and current account balances. At the year-end gross overdraft balances were fully offset, with a net current account balance across the group totalling £37,359,669 (2024: £33,294,418). 

The company is controlled by SEH Group Limited. The ultimate controlling party is One Group Construction Limited. The only group for which results of the company are consolidated is that headed by One Group Construction Limited, the company's ultimate parent undertaking, which is registered in England and Wales. Copies of the consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ. The registered office of One Group Construction Limited is 30 White House Road, Ipswich, Suffolk, IP1 5LT.