REGISTERED NUMBER: 01798633 (England and Wales)

PROTEKTOR GROUP UK LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mrs R S Hill

Dr C Maisch

Mr S J Morgan

Mr C.G. Mossey

SECRETARY:

Mrs J Phillips

REGISTERED OFFICE:

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

REGISTERED NUMBER:

01798633 (England and Wales)

AUDITORS:

Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

BANKERS:

Lloyds Bank plc

134 High Street

Stourbridge

West Midlands

DY8 1DS

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The results for the year and financial position of the group are as shown in the annexed financial statements.

The directors consider the key performance indicators to be turnover, gross profit, operating profit and net assets, which communicate the financial performance and strength of the group and are all disclosed within the body of the financial statements.

The movements in gross profit and operating profit all reflect trading activity within the group of companies, all of which continue to compete in what remains a challenging trading climate with increasing competition and volatile market prices. Consistent control of overhead costs has reflected the trading results and the subsequent movement in net assets, demonstrating the value of the policies adopted by the group.

From knowledge and information available currently, the directors feel that consistent application of group policies and the continued refocusing of sales targeting will enable them to compete in what continues to be a difficult market.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's activities expose it to a number of financial risks including cash flow risk, credit risk and price risk.

Cash flow risk

The group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. Interest bearing assets and liabilities are held at fixed rate, if considered appropriate, to ensure certainty of cash flows.

Credit risk

The group's principal financial assets are trade and other receivables. The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial position are net of allowances for doubtful receivables. The group has no significant concentration of credit risk, with exposure spread over a large number of counterparts and customers.

Price risk

The group is exposed to commodity price risk, but endeavours to manage this risk.

ON BEHALF OF THE BOARD:

Mrs R S Hill - Director

24 April 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of suppliers of profiles to the construction industry.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mrs R S Hill

Dr C Maisch

Mr S J Morgan

Mr C.G. Mossey

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs R S Hill - Director

24 April 2026

Opinion

We have audited the financial statements of Protektor Group UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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 affairs as at 31 December 2025 and of the group's loss 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 Auditors' 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 UK, including the FRC'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 and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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 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 gained an understanding of the legal and regulatory framework applicable to the group and company and the industries in which they operate, and considered the risk of acts by the group and company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would be to become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Nigel Meredith FCA (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

24 April 2026

TURNOVER

3

14,000,767

14,580,696

Cost of sales

7,168,238

7,501,196

GROSS PROFIT

6,832,529

7,079,500

Administrative expenses

7,054,524

6,731,608

(221,995

)

347,892

Other operating income

30,598

28,990

OPERATING (LOSS)/PROFIT

5

(191,397

)

376,882

Interest receivable and similar income

45,196

7,297

(146,201

)

384,179

Interest payable and similar expenses

6

10,520

27,219

(LOSS)/PROFIT BEFORE TAXATION

(156,721

)

356,960

Tax on (loss)/profit

7

(26,031

)

102,483

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(130,690

)

254,477

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(130,690

)

254,477

(Loss)/profit attributable to:

Owners of the parent

(130,694

)

252,592

Non-controlling interests

4

1,885

(130,690

)

254,477

Total comprehensive income attributable to:

Owners of the parent

(130,694

)

252,592

Non-controlling interests

4

1,885

(130,690

)

254,477

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

3,792,185

3,912,097

Investments

11

-

-

3,792,185

3,912,097

CURRENT ASSETS

Stocks

12

2,751,895

2,723,992

Debtors

13

2,452,374

2,629,399

Cash at bank and in hand

1,643,658

1,861,827

6,847,927

7,215,218

CREDITORS

Amounts falling due within one year

14

1,435,189

1,644,572

NET CURRENT ASSETS

5,412,738

5,570,646

TOTAL ASSETS LESS CURRENT LIABILITIES

9,204,923

9,482,743

CREDITORS

Amounts falling due after more than one year

15

(35,401

)

(174,470

)

PROVISIONS FOR LIABILITIES

19

(438,840

)

(446,901

)

NET ASSETS

8,730,682

8,861,372

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

8,645,809

8,776,503

SHAREHOLDERS' FUNDS

8,645,909

8,776,603

NON-CONTROLLING INTERESTS

22

84,773

84,769

TOTAL EQUITY

8,730,682

8,861,372

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

Mrs R S Hill - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

2,126,238

2,205,398

Investments

11

862,003

862,003

2,988,241

3,067,401

CURRENT ASSETS

Stocks

12

2,751,895

2,723,992

Debtors

13

4,581,927

4,696,870

Cash at bank and in hand

1,216,747

1,479,320

8,550,569

8,900,182

CREDITORS

Amounts falling due within one year

14

2,880,551

3,072,482

NET CURRENT ASSETS

5,670,018

5,827,700

TOTAL ASSETS LESS CURRENT LIABILITIES

8,658,259

8,895,101

CREDITORS

Amounts falling due after more than one year

15

(22,460

)

(85,392

)

PROVISIONS FOR LIABILITIES

19

(407,793

)

(415,204

)

NET ASSETS

8,228,006

8,394,505

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

8,227,906

8,394,405

SHAREHOLDERS' FUNDS

8,228,006

8,394,505

Company's (loss)/profit for the financial year

(166,499

)

129,188

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

Mrs R S Hill - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2024

100

8,523,911

8,524,011

82,884

8,606,895

Changes in equity

Total comprehensive income

-

252,592

252,592

1,885

254,477

Balance at 31 December 2024

100

8,776,503

8,776,603

84,769

8,861,372

Changes in equity

Total comprehensive income

-

(130,694

)

(130,694

)

4

(130,690

)

Balance at 31 December 2025

100

8,645,809

8,645,909

84,773

8,730,682

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

8,265,217

8,265,317

Changes in equity

Total comprehensive income

-

129,188

129,188

Balance at 31 December 2024

100

8,394,405

8,394,505

Changes in equity

Total comprehensive loss

-

(166,499

)

(166,499

)

Balance at 31 December 2025

100

8,227,906

8,228,006

Cash flows from operating activities

Cash generated from operations

1

189,556

880,230

Interest paid

(4,429

)

(17,872

)

Interest element of hire purchase payments paid

(6,091

)

(9,347

)

Tax paid

(9,817

)

(99,969

)

Net cash from operating activities

169,219

753,042

Cash flows from investing activities

Purchase of tangible fixed assets

(212,409

)

(251,381

)

Sale of tangible fixed assets

-

888

Interest received

45,196

7,297

Net cash from investing activities

(167,213

)

(243,196

)

Cash flows from financing activities

Loan repayments in year

(73,687

)

(136,063

)

Capital repayments in year

(59,675

)

(56,418

)

Movement in group balances

(86,813

)

(105,846

)

Net cash from financing activities

(220,175

)

(298,327

)

(Decrease)/increase in cash and cash equivalents

(218,169

)

211,519

Cash and cash equivalents at beginning of year

2

1,861,827

1,650,308

Cash and cash equivalents at end of year

2

1,643,658

1,861,827

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

(Loss)/profit before taxation

(156,721

)

356,960

Depreciation charges

332,321

346,766

Profit on disposal of fixed assets

-

(888

)

Finance costs

10,520

27,219

Finance income

(45,196

)

(7,297

)

140,924

722,760

(Increase)/decrease in stocks

(27,903

)

126,069

Decrease in trade and other debtors

212,810

84,050

Decrease in trade and other creditors

(136,275

)

(52,649

)

Cash generated from operations

189,556

880,230

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,643,658

1,861,827

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,861,827

1,650,308

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank and in hand

1,861,827

(218,169

)

1,643,658

1,861,827

(218,169

)

1,643,658

Debt

Finance leases

(145,067

)

59,675

(85,392

)

Debts falling due within 1 year

(71,501

)

(2,450

)

(73,951

)

Debts falling due after 1 year

(89,078

)

76,137

(12,941

)

(305,646

)

133,362

(172,284

)

Total

1,556,181

(84,807

)

1,471,374

1.	STATUTORY INFORMATION

Protektor Group UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

In the consolidated financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the period following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate the financial statements of Protektor Group UK Limited and all of its subsidiaries (entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

Subsidiaries acquired during the year are consolidated using the purchase method and results are incorporated from the date that control passes.

All financial statements are made up to 31 December and all accounting policies are consistent across the parent and its subsidiaries.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

The group profit and loss account includes the consolidated results for all subsidiaries detailed in note 11 to the financial statements.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of value added tax and other sales related taxes. The fair value of consideration takes into account trade discounts.

Revenue from the sale of goods is recognised when:

- the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods;

- the amount of the revenue can be measured reliably;

- it is probable that the economic benefits associated with the transaction will flow to the entity; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. The useful life of each asset is estimated as:

Buildings

- 33 years

Outside facilities

- 15 to 33 years

Technical equipment and machinery

- 5 to 14 years

Factory and office equipment

- 3 to 14 years

Motor vehicles

- 6 years

Hardware

- 3 years

No depreciation is provided on freehold land.

Stocks

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 items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts being 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

Trade and other debtors, including accrued income, which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, are initially measured at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost using the effective interest rate method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.