Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-312025-12-312025-12-315661truetrue5661false2025-01-01trueNorDan Gruppen ASJohs Rasmussen ASfalsethe supply of windows.00falsefalse 01548333 2025-01-01 2025-12-31 01548333 2024-01-01 2024-12-31 01548333 2025-12-31 01548333 2024-12-31 01548333 2024-01-01 01548333 c:CompanySecretary1 2025-01-01 2025-12-31 01548333 c:Director1 2025-01-01 2025-12-31 01548333 c:Director3 2025-01-01 2025-12-31 01548333 c:Director5 2025-01-01 2025-12-31 01548333 c:Director6 2025-01-01 2025-12-31 01548333 c:Director7 2025-01-01 2025-12-31 01548333 c:Director10 2025-01-01 2025-12-31 01548333 c:Director11 2025-01-01 2025-12-31 01548333 c:Director11 2025-12-31 01548333 c:RegisteredOffice 2025-01-01 2025-12-31 01548333 d:Buildings 2025-01-01 2025-12-31 01548333 d:Buildings 2025-12-31 01548333 d:Buildings 2024-12-31 01548333 d:Buildings d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01548333 d:PlantMachinery 2025-01-01 2025-12-31 01548333 d:MotorVehicles 2025-01-01 2025-12-31 01548333 d:MotorVehicles 2025-12-31 01548333 d:MotorVehicles 2024-12-31 01548333 d:MotorVehicles d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01548333 d:FurnitureFittings 2025-01-01 2025-12-31 01548333 d:FurnitureFittings 2025-12-31 01548333 d:FurnitureFittings 2024-12-31 01548333 d:FurnitureFittings d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01548333 d:OfficeEquipment 2025-01-01 2025-12-31 01548333 d:OfficeEquipment 2025-12-31 01548333 d:OfficeEquipment 2024-12-31 01548333 d:OfficeEquipment d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01548333 d:ComputerEquipment 2025-01-01 2025-12-31 01548333 d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01548333 d:Goodwill 2025-01-01 2025-12-31 01548333 d:Goodwill 2025-12-31 01548333 d:Goodwill 2024-12-31 01548333 d:CurrentFinancialInstruments 2025-12-31 01548333 d:CurrentFinancialInstruments 2024-12-31 01548333 d:Non-currentFinancialInstruments 2025-12-31 01548333 d:Non-currentFinancialInstruments 2024-12-31 01548333 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 01548333 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 01548333 d:Non-currentFinancialInstruments d:AfterOneYear 2025-12-31 01548333 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 01548333 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2025-12-31 01548333 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-12-31 01548333 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2025-12-31 01548333 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-12-31 01548333 d:ShareCapital 2025-12-31 01548333 d:ShareCapital 2024-12-31 01548333 d:ShareCapital 2024-01-01 01548333 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 01548333 d:RetainedEarningsAccumulatedLosses 2025-12-31 01548333 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 01548333 d:RetainedEarningsAccumulatedLosses 2024-12-31 01548333 d:RetainedEarningsAccumulatedLosses 2024-01-01 01548333 d:AcceleratedTaxDepreciationDeferredTax 2025-12-31 01548333 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 01548333 d:OtherDeferredTax 2025-12-31 01548333 d:OtherDeferredTax 2024-12-31 01548333 c:OrdinaryShareClass1 2025-01-01 2025-12-31 01548333 c:OrdinaryShareClass1 2025-12-31 01548333 c:OrdinaryShareClass1 2024-12-31 01548333 c:FRS102 2025-01-01 2025-12-31 01548333 c:Audited 2025-01-01 2025-12-31 01548333 c:FullAccounts 2025-01-01 2025-12-31 01548333 c:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 01548333 d:Subsidiary1 2025-01-01 2025-12-31 01548333 d:Subsidiary1 1 2025-01-01 2025-12-31 01548333 d:Subsidiary2 2025-01-01 2025-12-31 01548333 d:Subsidiary2 1 2025-01-01 2025-12-31 01548333 d:Subsidiary3 2025-01-01 2025-12-31 01548333 d:Subsidiary3 1 2025-01-01 2025-12-31 01548333 d:WithinOneYear 2025-12-31 01548333 d:WithinOneYear 2024-12-31 01548333 d:BetweenOneFiveYears 2025-12-31 01548333 d:BetweenOneFiveYears 2024-12-31 01548333 d:MoreThanFiveYears 2025-12-31 01548333 d:MoreThanFiveYears 2024-12-31 01548333 d:HirePurchaseContracts d:WithinOneYear 2025-12-31 01548333 d:HirePurchaseContracts d:WithinOneYear 2024-12-31 01548333 d:HirePurchaseContracts d:BetweenOneFiveYears 2025-12-31 01548333 d:HirePurchaseContracts d:BetweenOneFiveYears 2024-12-31 01548333 d:HirePurchaseContracts d:MoreThanFiveYears 2025-12-31 01548333 d:HirePurchaseContracts d:MoreThanFiveYears 2024-12-31 01548333 c:Consolidated 2025-12-31 01548333 c:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 01548333 d:Goodwill d:ExternallyAcquiredIntangibleAssets 2025-01-01 2025-12-31 01548333 2 2025-01-01 2025-12-31 01548333 6 2025-01-01 2025-12-31 01548333 d:SpecificBusinessCombination1 2025-01-01 2025-12-31 01548333 d:SpecificBusinessCombination1 2025-12-31 01548333 d:SpecificBusinessCombination1 5 2025-12-31 01548333 d:SpecificBusinessCombination1 d:CurrentFinancialInstruments 2025-12-31 01548333 d:SpecificBusinessCombination1 d:Non-currentFinancialInstruments 2025-12-31 01548333 f:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered Number:01548333














NORDAN UK LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 
NORDAN UK LIMITED
 

COMPANY INFORMATION


Directors
C Greenwood 
G Irvine 
J Rasmussen 
W Murray 
P Hulse 
D Kroslid 
J Rowley (appointed 1 January 2026)




Company secretary
C Sapsed



Registered number
01548333



Registered office
27 Old Gloucester Street

London

WC1N 3AX




Independent auditor
AAB Audit & Accountancy Limited

81 George Street

Edinburgh

EH2 3ES





 
NORDAN UK LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Consolidated profit and loss account
12
Consolidated balance sheet
13 - 14
Company balance sheet
15 - 16
Consolidated statement of changes in equity
17
Company statement of changes in equity
18
Consolidated statement of cash flows
19 - 20
Consolidated analysis of net debt
21
Notes to the financial statements
22 - 45


 
NORDAN UK LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present the Strategic Report for NorDan UK Limited for the financial year ended 31 December 2025. During the year, the Group continued to navigate a challenging economic and regulatory environment, while maintaining its commitment to quality, sustainability, and long-term value creation. 

Business review
 
2025 was a year marked by mixed trading conditions. Momentum was constrained by wider market slowdown, particularly within the London construction sector, where the impact of the Building Safety Act (BSA) contributed to delays in project progress and extended decision-making cycles. Despite these challenges, the Group made progress in market diversification, innovation, operational efficiency, sustainability and people development.

Acquisitions and Group Development

During the year, the Group completed two successful acquisitions, each contributing positively to our long-term strategic growth. Integrating these businesses into the NorDan UK structure has strengthened our market presence and expanded our product capabilities. Supporting their development, particularly in driving turnover and EBITDA performance, is essential to building a stronger Group platform. These acquisitions represent a key component of our future strategy, ensuring the NorDan brand continues to grow in both scale and influence across the UK market.

People and Culture

Employee development remained central to our success. The Group expanded leadership training, invested in technical skills, and enhanced well-being initiatives to support a culture of inclusion, innovation, and high performance. A key milestone in 2025 was achieving Great Place to Work (GPTW) certification, recognising the organisation as a high-trust, high-engagement employer.

Principal risks and uncertainties
 
The principal risks faced during 2025 included market volatility, regulatory challenges linked to the Building Safety Act, operational risks, technological change, financial risks, and supply chain continuity. Mitigation actions included supplier diversification, increased customer collaboration, operational digitalisation, and strengthened financial controls.

Financial key performance indicators
 
Financial performance for 2025 reflected reduced revenue due to BSA-related project delays, particularly in London. EBITA margin remained stable due to disciplined cost management. Operational KPIs demonstrated strong customer satisfaction, continued health, safety and environmental improvements, and higher employee engagement supported by development programmes and GPTW certification.

Other key performance indicators
 
The business operated in a highly competitive market which results in constant pressure on project margins. Our estimating must be agile with professional market analysis to enable us to stay competitive within the marketplace. Consistent project reviews, price monitoring and market analysis help manage this risk.

An economic downturn will have direct impact on the organisation's turnover. The organisation monitors economic conditions and will alter its strategies (including pricing, marketing and product offering) in response when required. The economic conditions can also impact the risk of debtor default which is managed though the use of robust credit setting procedures alongside debtor insurance.

Page 1

 
NORDAN UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Group
 
Section 172 (1) (a) to (f) requires the Group's directors to consider, both individually and collectively, that they have acted in the way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole in the decisions taken during the current year. 
 
When making these decisions the directors have given regard to:
• The likely consequences of any decisions on the long-term;
• The interests of the Group’s employees;
• The need to foster the Group’s business relationships with suppliers, customers and others;
• The impact of the Group’s operations on the community and environment;
• The desirability of the Group maintaining a reputation for high standards of business conduct and;
• The need to act fairly between shareholders of the Group.
 
The majority of stakeholder engagement is carried out by the board of directors who meet on a regular basis. The board considers and discusses information from across the organisation to help it understand the impact of the Group’s operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks, and legal and regulatory compliance.

As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the directors to comply with their legal duty under section 172 of the Companies Act 2006.

Conclusion and Outlook

Despite challenges in 2025, most notably the London slowdown linked to BSA implementation, the Group remained resilient and strengthened its operational base. The directors anticipate that 2026 will remain difficult, with continued project delays expected as the industry adjusts to the Building Safety Act. However, the Board remains confident in long-term opportunities for NorDan UK, supported by strong demand for compliant, sustainable window and door solutions and a robust strategic foundation.


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



G Irvine
Director

Date: 19 March 2026

Page 2

 
NORDAN UK LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,708,252 (2024 - £4,776,973).

During the year the company declared dividends of £2,300,000 (2024 - £6,000,000).

Directors

The directors who served during the year were:

C Greenwood 
G Irvine 
J Rasmussen 
W Murray 
P Hulse 
D Kroslid 

Engagement with employees

Staff are actively encouraged to be involved in company affairs in a wide variety of ways including informal meetings and regular webinars led by the directors. The NorDan Academy is integral to the development and progression of our existing staff.  New employees receive induction training through our academy and all existing employees are encouraged in personal development.

Engagement with suppliers, customers and others

We are a group of businesses which is focused on serving our customers and their specific needs, accordingly we have a customer focused organisation which invests time in developing relationships with our customers and help them find solutions to the challenges they face regarding their building facades. 

Our supply chain is fundamental to the delivery of our services and products. We work closely with several key suppliers to build strong relationships and look to develop longer term agreements where possible. We pride ourselves on paying the supply chain in a timely manner. 

In addition to our customer and suppliers we seek to build strong relationships with multiple stakeholder groups including local authorities, trade associations, accreditation bodies. 

Our directors and senior management team take an active interest in these connections and take an active role in building and sustaining these relationships.

Page 3

 
NORDAN UK LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

Annual energy usage and associated greenhouse gas ("GHG") emissions are reported pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations") that came into force 1 April 2019.

Organisational boundary

In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets owned or controlled within the UK only as defined by operational boundary. This includes NorDan's sites including its head office in Livingston and company-owned vehicles.

Environment and SECR compliance

We fully recognise our responsibility to protect the environment and we have a strong environmental policy, objectives and guidelines in place which we review and update regularly. The Company complies with all regulations covering the processing and disposal of toxic & non-toxic waste and uses qualified licensed contractors for the collection and disposal of waste where appropriate. We make every effort to keep our neighbours in the local community safe from any potential harm caused by our activities by actively managing our emissions and waste.

UK energy use

During the reporting period, the Company used a total of 610,570 kWh of energy and emitted a total of 209,458 kilogrammes of CO2e, primarily due to the use of our office premises and staff travel. It is categorised as follows:

 
Page 4

 
NORDAN UK LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

ole7535.png
 

Energy efficiency action

We continue to be committed to improving our energy efficiency and have several policies to decrease energy usage where possible. For instance, all non-commercial vehicles in the fleet are now hybrid or fully electric, and in 2025 we started to introduce the same policy to our commercial fleet. We encourage our staff to move to electric or hybrid vehicles and have installed vehicle charging points at all owned offices which are available for staff to support this transition.  

All owned offices have energy efficient LED lighting installed, along with energy and water efficient fittings to minimise the environment impact here.  We have recovered 79,747 kWH of energy from the solar farms on our Livingston and Exeter offices, and are reviewing whether other owned offices are suitable for similar developments. 

This effort along with the support of all employees, resulted in a reduction of our carbon footprint (kgCO2e) per employee of 17.9%. Whilst this is a positive result we will continue to strive for further improvements.

Page 5

 
NORDAN UK LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





G Irvine
Director

Date: 19 March 2026

Page 6

 
NORDAN UK LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 7

 
NORDAN UK LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED
 

Opinion


We have audited the financial statements of NorDan UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated profit and loss account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 8

 
NORDAN UK LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
NORDAN UK LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
 
∙Management override of controls to manipulate the Company’s key performance indicators to meet targets
∙Timing of revenue recognition
∙Management judgements applied in calculating provisions
∙Compliance with relevant laws and regulations which may impact on the financial statements and those that
the company needs to comply with for the purpose of trading

Our audit procedures to respond to these risks included:
 
∙Testing journal entries and other adjustments for appropriateness
∙Testing a sample of sales transactions, tracing to source documents and vouching recognition is in the
correct period
∙Evaluating the business rationale of significant transactions outside the normal course of business
∙Reviewing judgements made by management in their calculation of accounting estimates for potential
management bias
∙Enquiries of management about litigation and claims and inspection of relevant correspondence
∙Reviewing legal and professional fees to identify indicators of actual or potential litigation, cliams and any
non-compliance with laws and regulations
 


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Page 10

 
NORDAN UK LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Stuart Rose (Senior statutory auditor)
  
for and on behalf of
AAB Audit & Accountancy Limited
 
Statutory Auditor
  
81 George Street
Edinburgh
EH2 3ES

20 March 2026
Page 11

 
NORDAN UK LIMITED
 

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
97,969,089
95,530,164

Cost of sales
  
(72,244,766)
(73,209,182)

Gross profit
  
25,724,323
22,320,982

Administrative expenses
  
(19,629,167)
(15,859,397)

Operating profit
 5 
6,095,156
6,461,585

Interest receivable and similar income
 8 
130,094
239,764

Interest payable and similar expenses
 9 
(275,455)
(154,129)

Profit before tax
  
5,949,795
6,547,220

Tax on profit
 10 
(1,666,306)
(1,770,247)

Profit for the financial year
  
4,283,489
4,776,973

Profit for the year attributable to:
  

Non-controlling interests
  
575,237
-

Owners of the parent
  
3,708,252
4,776,973

  
4,283,489
4,776,973

There are no items of other comprehensive income for 2025 or 2024 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 22 to 45 form part of these financial statements.



Page 12

 
NORDAN UK LIMITED
REGISTERED NUMBER:01548333

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 12 
5,429,071
4,151

Tangible assets
 14 
4,812,926
4,299,280

  
10,241,997
4,303,431

Current assets
  

Stocks
 15 
4,043,008
2,231,784

Debtors: amounts falling due within one year
 16 
17,537,433
15,295,998

Cash at bank and in hand
 17 
4,855,233
2,512,007

  
26,435,674
20,039,789

Creditors: amounts falling due within one year
 18 
(18,528,947)
(14,720,483)

Net current assets
  
 
 
7,906,727
 
 
5,319,306

Total assets less current liabilities
  
18,148,724
9,622,737

Creditors: amounts falling due after more than one year
 19 
(6,953,174)
(1,834,848)

Provisions for liabilities
  

Deferred taxation
 22 
(166,352)
(120,105)

  
 
 
(166,352)
 
 
(120,105)

Net assets
  
11,029,198
7,667,784


Capital and reserves
  

Called up share capital 
 23 
5,666,681
5,666,681

Profit and loss account
  
3,409,355
2,001,103

Equity attributable to owners of the parent Company
  
9,076,036
7,667,784

Non-controlling interests
  
1,953,162
-

  
11,029,198
7,667,784


Page 13

 
NORDAN UK LIMITED
REGISTERED NUMBER:01548333

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G Irvine
Director

Date: 19 March 2026

The notes on pages 22 to 45 form part of these financial statements.

Page 14

 
NORDAN UK LIMITED
REGISTERED NUMBER:01548333

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,030,796
-

Tangible assets
 14 
4,206,183
3,855,353

Investments
 13 
8,931,635
3,197,207

  
15,168,614
7,052,560

Current assets
  

Stocks
 15 
1,760,097
1,911,534

Debtors: amounts falling due within one year
 16 
14,818,853
13,121,583

Cash at bank and in hand
 17 
4,413
2,299,002

  
16,583,363
17,332,119

Creditors: amounts falling due within one year
 18 
(14,536,752)
(12,518,319)

Net current assets
  
 
 
2,046,611
 
 
4,813,800

Total assets less current liabilities
  
17,215,225
11,866,360

  

Creditors: amounts falling due after more than one year
 19 
(6,953,174)
(1,834,848)

Provisions for liabilities
  

Deferred taxation
 22 
(101,571)
(119,006)

  
 
 
(101,571)
 
 
(119,006)

Net assets
  
10,160,480
9,912,506


Capital and reserves
  

Called up share capital 
 23 
5,666,681
5,666,681

Profit and loss account brought forward
  
4,245,825
5,274,866

Profit for the year
  
2,547,974
4,970,959

Dividends: Equity capital

  

(2,300,000)
(6,000,000)

Profit and loss account carried forward
  
4,493,799
4,245,825

  
10,160,480
9,912,506


Page 15

 
NORDAN UK LIMITED
REGISTERED NUMBER:01548333

COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


G Irvine
Director

Date: 19 March 2026

The notes on pages 22 to 45 form part of these financial statements.

Page 16

 
NORDAN UK LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Non-controlling interests
Total equity

£
£
£
£


At 1 January 2024
5,666,681
3,224,130
-
8,890,811



Profit for the year
-
4,776,973
-
4,776,973


Transactions with owners

Dividends: Equity capital
-
(6,000,000)
-
(6,000,000)



At 1 January 2025
5,666,681
2,001,103
-
7,667,784



Profit for the year
-
3,708,252
575,237
4,283,489

Non-controlling interest recognised on acquisition
-
-
1,377,925
1,377,925


Transactions with owners

Dividends: Equity capital
-
(2,300,000)
-
(2,300,000)


At 31 December 2025
5,666,681
3,409,355
1,953,162
11,029,198


The notes on pages 22 to 45 form part of these financial statements.

Page 17

 
NORDAN UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
5,666,681
5,274,866
10,941,547



Profit for the year
-
4,970,959
4,970,959

Dividends: Equity capital
-
(6,000,000)
(6,000,000)



At 1 January 2025
5,666,681
4,245,825
9,912,506



Profit for the year
-
2,547,974
2,547,974

Dividends: Equity capital
-
(2,300,000)
(2,300,000)


At 31 December 2025
5,666,681
4,493,799
10,160,480


The notes on pages 22 to 45 form part of these financial statements.

Page 18

 
NORDAN UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
4,283,489
4,776,973

Adjustments for:

Amortisation of intangible assets
291,563
12,504

Depreciation of tangible assets
1,216,849
746,323

Gain/(Loss) on disposal of tangible assets
(49,861)
(40,037)

Interest paid
275,455
154,129

Interest received
(130,094)
(239,764)

Taxation charge
1,666,306
1,770,247

(Increase) in stocks
(217,041)
(265,009)

Decrease/(increase) in debtors
61,056
(2,225,395)

(Increase)/decrease in amounts owed by groups
(1,497,657)
2,251,906

(Decrease)/increase in creditors
(73,958)
337,664

Corporation tax (paid)
(735,351)
(1,792,045)

Net cash generated from operating activities

5,090,756
5,487,496


Cash flows from investing activities

Purchase of subsidiaries
(8,931,756)
-

Purchase of tangible fixed assets
(1,275,344)
(1,838,075)

Sale of tangible fixed assets
399,500
57,135

Interest received
130,094
239,764

HP interest paid
(18,472)
(14,589)

Net cash balance on acquisition
3,652,088
-

Net cash from investing activities

(6,043,890)
(1,555,765)
Page 19

 
NORDAN UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


2025
2024

£
£



Cash flows from financing activities

New secured loans
6,640,000
-

Repayment of loans
(788,059)
(145,992)

Repayment of/new finance leases
(98,387)
90,776

Dividends paid
(2,300,000)
(6,000,000)

Interest paid
(256,983)
(139,540)

Net cash used in financing activities
3,196,571
(6,194,756)

Net increase/(decrease) in cash and cash equivalents
2,243,437
(2,263,025)

Cash and cash equivalents at beginning of year
2,512,007
4,775,032

Cash and cash equivalents at the end of year
4,755,444
2,512,007


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,855,233
2,512,007

Bank overdrafts
(99,789)
-

4,755,444
2,512,007


The notes on pages 22 to 45 form part of these financial statements.

Page 20

 
NORDAN UK LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2025
£

£

£

£

Cash at bank and in hand

2,512,007

(1,308,862)

3,652,088

4,855,233

Bank overdrafts

-

(99,789)

-

(99,789)

Debt due after 1 year

(1,704,618)

(5,187,941)

-

(6,892,559)

Debt due within 1 year

(466,063)

(697,090)

-

(1,163,153)

Finance leases and hire purchase

(233,151)

98,387

(85,859)

(220,623)


108,175
(7,195,295)
3,566,229
(3,520,891)

The notes on pages 22 to 45 form part of these financial statements.

Page 21

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

NorDan UK Limited is a limited liability company incorporated in England. The registered office is 27 Old Gloucester Street, London, England, WC1N 3AX.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

 
2.3

Going concern

The directors have prepared financial projections that take account of information available on committed and anticipated order levels. The forecasts have also taken account of potential risks arising from the market and wider economic conditions and considered sensitivities arising from plausible downside scenarios. The financial projections demonstrate the Group is forecast to generate profits and cash in the year ending 31 December 2025 and beyond and that the Group has sufficient cash reserves to enable the Group to meet its obligations as they fall due for a period of at least 12 months from the date of signing of these financial statements.

As such, the directors are satisfied that the Group has adequate resources to continue to operate for the foreseeable future and therefore continue to adopt the going concern basis for preparing these financial statements. 

Page 22

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 24

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 25

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property & Leasehold Property
-
4% - 33% straight line
Plant and machinery
-
10% - 33% straight line
Motor vehicles
-
25% - 33% straight line
Fixtures and fittings
-
25% - 33% straight line
Office equipment
-
25% straight line
Computer equipment
-
25% - 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.15

Stocks and work in progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs.

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related cost as contract activity progresses. Turnover comprises the value of work carried out during the year, including amounts not invoiced.

Full provision is made for losses on all contracts in the year in which they are first foreseen.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

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.

Page 27

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Page 28

 
NORDAN UK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 29

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements.

Impairment of debtors

The Group makes an assessment of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors, historical experience and the financial standing of the customer. A provision for bad and doubtful debts has been accounted for within the trade debtors balance.

Long-term contracts

In recognising profit on long-term contracts that span the year end, an estimate is required of the expected margin on individual projects (where the final outcome can be assessed with reasonable certainty). The estimate is determined by using professional judgement and all information available at the time. Where a contract is identified as loss making, provision is recognised for the full and final extent of the expected losses. Judgement is exercised in quantifying future costs to complete a project to determine this loss provision.


4.


Turnover

All turnover arose within the United Kingdom.

The whole of the turnover is attributable to the production,  supply and installation of windows and doors. All turnover arose in the United Kingdom and Ireland.


5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Amortisation of intangible assets
291,563
12,504

Depreciation of tangible fixed assets
1,216,849
746,323

Gain on sale of tangible fixed assets
(49,861)
(40,038)

Auditor’s remuneration – audit services
99,250
46,300

Auditor’s remuneration – non-audit services
105,900
11,500

Page 30

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
10,748,725
8,182,997
7,901,695
7,504,001

Social security costs
1,482,178
901,674
1,194,128
835,707

Cost of defined contribution scheme
791,322
543,613
600,342
509,594

13,022,225
9,628,284
9,696,165
8,849,302


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Management and administration
267
167


7.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
991,339
895,610

Group contributions to defined contribution pension schemes
164,779
156,717

1,156,118
1,052,327


During the year retirement benefits were accruing to 4 directors (2024 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £367,913 (2024 - £337,750).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £55,403 (2024 - £52,292).


8.


Interest receivable

2025
2024
£
£


Bank interest receivable
130,094
239,764

Page 31

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Interest payable and similar expenses

2025
2024
£
£


Bank loan interest payable
254,020
128,506

Other interest payable
2,963
11,034

Hire purchase interest payable
18,472
14,589

275,455
154,129


10.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
1,779,464
1,715,509

Adjustments in respect of previous periods
(27,865)
(2,348)


1,751,599
1,713,161


Total current tax
1,751,599
1,713,161

Deferred tax


Origination and reversal of timing differences
(94,685)
55,441

Adjustments to tax charge in respect of previous periods
9,392
1,645

Total deferred tax
(85,293)
57,086


Tax on profit
1,666,306
1,770,247
Page 32

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
5,949,795
6,547,220


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,487,449
1,636,805

Effects of:


Fixed asset differences
23,890
53,454

Expenses not deductible for tax purposes
165,004
80,691

Adjustments to tax charge in respect of prior periods
(26,467)
(2,348)

Adjustments to deferred tax charge in respect of prior periods
7,512
1,645

Other tax adjustments, reliefs and transfers
8,918
-

Total tax charge for the year
1,666,306
1,770,247


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Dividends

2025
2024
£
£


Dividends paid
2,300,000
6,000,000

2,300,000
6,000,000

Page 33

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2025
4,551,344


Additions
5,716,483


Disposals
(79,000)


On acquisition of subsidiaries
79,000



At 31 December 2025

10,267,827



Amortisation


At 1 January 2025
4,547,193


Charge for the year on owned assets
291,563


On disposals
(79,000)


On acquisition of subsidiaries
79,000



At 31 December 2025

4,838,756



Net book value



At 31 December 2025
5,429,071



At 31 December 2024
4,151



Page 34

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
           12.Intangible assets (continued)

Company




Goodwill

£



Cost


At 1 January 2025
4,426,344


Additions
2,030,796



At 31 December 2025

6,457,140



Amortisation


At 1 January 2025
4,426,344



At 31 December 2025

4,426,344



Net book value



At 31 December 2025
2,030,796



At 31 December 2024
-


13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
3,197,207


Additions
8,931,635


Disposals
(3,197,207)



At 31 December 2025
8,931,635




Page 35

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

NorDan Scandic Limited
27 Old Gloucester Street, London, England, WC1N 3AX
Ordinary
100%
NorDan PDS Manufacturing Limited
Performance Doorset Solutions Ltd, Todmorden Road, Littleborough, England, OL15 9AZ
Ordinary
  70%
NorDan Esk Group Scotland Limited
Margaret House Sir William Smith Road, Kirkton Industrial Estate, Arbroath, United Kingdom, DD11 3RD
Ordinary
70%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Littleborough Investment Partnership Ltd
C/O Performance Doorset Solutions Ltd Greenvale Business Park, Todmorden Road, Littleborough, England, OL15 9AZ
Ordinary
70%
Performance Doorset Solutions Limited
Greenvale Business Park, Todmorden Road, Littleborough, Lancashire, England, OL15 9AZ
Ordinary
70%
Esk Glazing Limited
Margaret House Sir William Smith Road, Kirkton Industrial Estate, Arbroath, Scotland, DD11 3RD
Ordinary
70%

Page 36

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2025
4,070,963
-
428,178
97,503
2,321,627
6,918,271


Additions
173,031
42,691
103,414
-
956,208
1,275,344


Acquisition of subsidiaries
18,359
1,809,939
542,050
34,263
300,556
2,705,167


Disposals
(393,178)
-
(193,123)
(567)
(364,563)
(951,431)



At 31 December 2025

3,869,175
1,852,630
880,519
131,199
3,213,828
9,947,351



Depreciation


At 1 January 2025
1,318,788
-
172,899
28,562
1,098,742
2,618,991


Charge for the year on owned assets
156,095
147,165
198,450
24,041
691,098
1,216,849


Disposals
(71,210)
-
(126,800)
(567)
(360,168)
(558,745)


Acquisition of subsidiaries
17,899
1,315,798
251,465
30,874
241,294
1,857,330



At 31 December 2025

1,421,572
1,462,963
496,014
82,910
1,670,966
5,134,425



Net book value



At 31 December 2025
2,447,603
389,667
384,505
48,289
1,542,862
4,812,926



At 31 December 2024
2,752,175
-
255,279
68,941
1,222,885
4,299,280

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Motor vehicles
210,762
235,369

210,762
235,369

Page 37

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           14.Tangible fixed assets (continued)


Company






Freehold property
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£

Cost or valuation


At 1 January 2025
3,677,785
377,198
-
2,264,299
6,319,282


Additions
173,031
-
-
951,933
1,124,964


Transfers intra group
-
113,414
96,936
26,893
237,243


Disposals
-
(114,358)
-
(307,189)
(421,547)



At 31 December 2025

3,850,816
376,254
96,936
2,935,936
7,259,942



Depreciation


At 1 January 2025
1,255,443
146,346
-
1,062,140
2,463,929


Charge for the year on owned assets
147,770
69,736
-
650,824
868,330


Transfers intra group
-
49,746
51,051
14,580
115,377


Disposals
-
(91,079)
-
(302,798)
(393,877)



At 31 December 2025

1,403,213
174,749
51,051
1,424,746
3,053,759



Net book value



At 31 December 2025
2,447,603
201,505
45,885
1,511,190
4,206,183



At 31 December 2024
2,422,342
230,852
-
1,202,159
3,855,353






The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Motor vehicles
135,113
210,941

135,113
210,941

Page 38

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Stocks

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Raw materials and consumables
1,453,846
-
-
-

Work in progress (goods to be sold)
423,626
-
-
-

Finished goods and goods for resale
2,165,536
2,231,784
1,760,097
1,911,534

4,043,008
2,231,784
1,760,097
1,911,534


The difference between purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
15,564,425
12,938,216
13,051,228
11,002,594

Amounts owed by group undertakings
320,803
38,175
326,463
33,005

Other debtors
274,057
674,359
245,241
471,738

Prepayments and accrued income
1,370,281
1,360,496
1,135,859
1,316,365

Amounts recoverable on long-term contracts
7,867
265,442
7,867
265,442

Tax recoverable
-
19,310
52,195
32,439

17,537,433
15,295,998
14,818,853
13,121,583



17.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
4,855,233
2,512,007
4,413
2,299,002

Less: bank overdrafts
(99,789)
-
(99,789)
-


Page 39

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank overdrafts
99,789
-
99,789
-

Bank loans (Note 20)
1,133,392
469,392
1,133,392
469,392

Trade creditors
3,462,956
1,587,963
1,629,183
1,489,907

Amounts owed to group undertakings
8,625,343
9,845,130
8,625,343
8,280,934

Corporation tax
984,192
-
-
-

Other taxation and social security
970,672
337,956
326,376
309,518

Obligations under finance lease and hire purchase contracts (Note 21)
160,008
102,921
64,978
85,493

Other creditors
1,583,203
1,212,016
1,372,042
937,619

Accruals and deferred income
1,509,392
1,165,105
1,285,649
945,456

18,528,947
14,720,483
14,536,752
12,518,319



19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans (Note 20)
6,892,559
1,704,618
6,892,559
1,704,618

Net obligations under finance leases and hire purchase contracts (Note 21)
60,615
130,230
60,615
130,230

6,953,174
1,834,848
6,953,174
1,834,848




Page 40

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Bank loans
1,133,392
469,392
1,133,392
469,392

Amounts falling due 1-2 years

Bank loans
6,126,566
469,293
6,126,566
469,293

Amounts falling due 2-5 years

Bank loans
765,993
1,235,325
765,993
1,235,325


8,025,951
2,174,010
8,025,951
2,174,010


Bank loans consists of 5 term loan facilities, repayable in monthly instaments with the balance payable on maturity. The loans have maturity dates between June 2027 and November 2028. Interest is payable at 0.75% - 0.85% over SONIA. 

Bank loans are secured by standard securities over freehold properties, floating charges over the assets of the company and by a guarantee from a parent company.


21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Within one year
64,978
102,921
64,978
85,493

Between 1-5 years
36,848
69,615
36,848
69,615

Over 5 years
23,767
60,615
23,767
60,615

125,593
233,151
125,593
215,723


22.


Deferred taxation

Page 41

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
22.Deferred taxation (continued)


Group



2025


£






At beginning of year
(120,104)


Charged to profit or loss
85,293


Arising on business combinations
(131,540)



At end of year
(166,351)

Company


2025


£






At beginning of year
(119,005)


Charged to profit or loss
17,434



At end of year
(101,571)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accelerated capital allowances
(217,575)
(177,906)
(120,214)
(174,494)

Short term timing differences
51,224
57,801
18,643
55,488

(166,351)
(120,105)
(101,571)
(119,006)

Page 42

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Share capital

2025
2024
£
£
Authorised, allotted, called up and fully paid



5,666,681 (2024 - 5,666,681) Ordinary shares of £1.00 each
5,666,681
5,666,681



24.
 

Business combinations

On 19 June  2025, NorDan UK Limited acquired 70% of the issued share capital of NorDan PDS Manufacturing Limited (formally, PDS Manufacturing Limited) , and thereby obtained control of its wholly owned subsidiary, Littleborough Investment Partnership Limited and indirectly owned subsidiary Perfromance Doorset Solutions Limited.

On 10 September 2025, NorDan UK Limited Limited acquired 70% of the issued share capital of NorDan Esk Group Scotland Limited (formally Esk Holdco 2 Limited), and thereby obtained control of its wholly owned subsidiary Esk Glazing Limited.

Acquisition of subsidiaries

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
812,652
812,652

812,652
812,652

Current Assets

Stocks
1,594,183
1,594,183

Debtors
2,321,800
2,321,800

Cash at bank and in hand
3,652,088
3,652,088

Total Assets
8,380,723
8,380,723

Creditors

Due within one year
(3,608,965)
(3,608,965)

Due after more than one year
(56,919)
(56,919)

Deferred taxation
(121,761)
(121,761)

Total Identifiable net assets
4,593,078
4,593,078


Non-controlling interests
(1,377,923)

Goodwill
5,716,601

Total purchase consideration
8,931,756

Page 43

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.Business combinations (continued)

Consideration

£


Cash
8,645,241

Directly attributable costs
286,515

Total purchase consideration
8,931,756

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
8,422,818

Directly attributable costs
286,514

8,709,332

Less: Cash and cash equivalents acquired
(3,652,088)

Net cash outflow on acquisition
5,057,244

The results of subsidiaries since acquisition are as follows:

Current period since acquisition
£

Turnover
12,101,678

Profit for the period since acquisition
2,077,229


25.


Pension commitments

The Group pays contributions to employees' personal pension plans. The pension costs charge represents contributions payable by the Group and amounted to £791,322 (2024 - £543,613). There were accrued contributions payable of £36,048 (2024 - £20,017) at the year end.

Page 44

 
NORDAN UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

26.


Commitments under operating leases

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
1,265,427
454,556
612,619
382,659

Later than 1 year and not later than 5 years
2,829,273
967,742
1,541,414
840,362

Later than 5 years
4,195,065
3,913,996
4,195,065
3,913,996

8,289,765
5,336,294
6,349,098
5,137,017


27.


Related party transactions

The Company has taken advantage of the exemptions within FRS 102 section 1AC.35 (Related Party
Disclosures) which allow exemption from the disclosure of related party transactions with wholly owned group companies. 

On 31 December 2025, the Company entered into a business transfer agreement with it's immediate subsidiary undertaking, NorDan Scandic Limited, pursuant to which the Subsidiary transferred all of it's assets and liabilities to the parent undertaking with effect from 31 December 2025. The consideration for the transfer was equal to the book value of the assets and liabilities transferred at the balance sheet date.

During the year, the Company made sales of £5,661 from a business with a common owner. At the balance sheet date a total balance of £5,661 was due from these related parties.




28.


Controlling party

The immediate parent Company is NorDan Gruppen AS, a company incorporated in Norway. The ultimate parent Company and controlling party is Johs Rasmussen AS, a company incorporated in Norway. These financial statements are consolidated into the financial statements of Johs Rasmussen AS, which may be obtained from Bronnoysundregistrene, The Register of Annual Company Accounts, N- 8910, Bronnoysund, Norway.


Page 45