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REGISTERED NUMBER: 12237968 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

BRITPLAS GROUP LIMITED

PREVIOUSLY KNOWN AS
SAFEVENT HOLDINGS LIMITED

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)






CONTENTS OF THE 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 Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


BRITPLAS GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2025







DIRECTORS: J A Blackwell
K Gorman
R O Lincoln





SECRETARY: R O Lincoln





REGISTERED OFFICE: Unit 18 Kingsland Grange
Woolston
Warrington
Cheshire
WA1 4RW





REGISTERED NUMBER: 12237968 (England and Wales)





AUDITORS: D.R.E. & Co. (Audit) Limited
7 Lower Brook Street
Oswestry
Shropshire
SY11 2HG

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

REVIEW OF BUSINESS
There was no one principal activity of the group in the year under review. Britplas Group Limited is a holding company which holds investments in subsidiaries.

The principal activities of the subsidiary companies can be found in note 12, the fixed asset investments note.

Key performance indicators
The group monitors its performance using key performance indicators. The group considers its main key performance indicators to be; like for like sales growth, gross margin percentage, as well as cash generation. Performance on these measures is in line with expectations of the board.

2025 2024 % change
£ £
Turnover 27,797,796 24,289,377 14%
Gross margin 37% 33% 4%
Operating profit 4,942,461 2,631,020 88%
Profit before tax 5,150,596 3,526,403 46%

The Group is employee owned through the creation of an Employee Ownership Trust (EOT). Since the creation of the Trust the Group has continued to sustain long term growth and employee empowerment. This has allowed all employees to contribute and share in the success of the business.

PRINCIPAL RISKS AND UNCERTAINTIES
The group operates in a very competitive market which is a continuing risk and may result in contracts being lost to competitors. The group manages this risk by providing excellent service in all of its trading activities.

Financial risk management objectives and policies
The group's activities expose it to a number of financial risks including cash flow and liquidity risk. The board approves treasury policies, which are controlled on a day-to-day basis by senior management.

ON BEHALF OF THE BOARD:





R O Lincoln - Director


9 September 2026

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025

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

CHANGE OF NAME
The group passed a special resolution on 19 May 2026 changing its name from Safevent Holdings Limited to Britplas Group Limited.

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

RESEARCH AND DEVELOPMENT
The company continues to heavily invest in product development across all our proprietary products, employing a dedicated team of designers and engineers to continually deliver new innovations. There has been a significant investment in product testing as we seek to deliver the highest quality of products in conjunction with usability. Several key projects are due to be launched imminently having already released a range of new products in the trading year. This is further supported with continual investment in software and training for our design engineers.

FUTURE DEVELOPMENTS
The company's order book for 2026 and beyond shows a diverse mix across multiple sectors and internationally. This positions the company in a unique situation to capitalise on future opportunities in the specialist glazing and façade markets of the UK, North America, and Australia.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

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

J A Blackwell
K Gorman

Other changes in directors holding office are as follows:

R O Lincoln - appointed 8 January 2025

DISCLOSURE IN THE STRATEGIC REPORT
The group has chosen, in accordance with s414C(11) of the Companies Act, to set out in the group's strategic report information regarding the review of business and a description of the principal risks and uncertainties facing the group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 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 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.


BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





R O Lincoln - Director


9 September 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRITPLAS GROUP LIMITED

Opinion
We have audited the financial statements of Britplas Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRITPLAS GROUP LIMITED


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 pages three and four, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRITPLAS GROUP LIMITED


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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client's operating sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to their knowledge of actual, suspected and alleged fraud; and

- reviewing the client's system notes and internal controls.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims;

- reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRITPLAS GROUP LIMITED

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.




Francis Nock FCCA (Senior Statutory Auditor)
for and on behalf of D.R.E. & Co. (Audit) Limited
7 Lower Brook Street
Oswestry
Shropshire
SY11 2HG

9 September 2026

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

31.12.25 31.12.24
Notes £    £   

TURNOVER 4 27,797,796 24,289,377

Cost of sales (17,413,417 ) (16,205,170 )
GROSS PROFIT 10,384,379 8,084,207

Administrative expenses (5,535,782 ) (5,739,293 )
4,848,597 2,344,914

Other operating income 93,864 286,106
OPERATING PROFIT 6 4,942,461 2,631,020

Income from fixed asset investments - 11,595
Interest receivable and similar income 154,289 370,712
5,096,750 3,013,327
Gain/loss on revaluation of tangible assets 95,000 539,762
5,191,750 3,553,089

Interest payable and similar expenses 7 (41,154 ) (26,686 )
PROFIT BEFORE TAXATION 5,150,596 3,526,403

Tax on profit 8 (468,025 ) (525,025 )
PROFIT FOR THE FINANCIAL YEAR 4,682,571 3,001,378
Profit attributable to:
Owners of the parent 4,682,571 3,001,378

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

31.12.25 31.12.24
Notes £    £   

PROFIT FOR THE YEAR 4,682,571 3,001,378


OTHER COMPREHENSIVE INCOME
Contribution paid to EOT - (12,980,012 )
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

-

(12,980,012

)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

4,682,571

(9,978,634

)

Total comprehensive income attributable to:
Owners of the parent 4,682,571 (9,978,634 )

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2025

31.12.25 31.12.24
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 11 3,309,618 3,127,111
Investments 12 - 618
3,309,618 3,127,729

CURRENT ASSETS
Stocks 13 1,371,297 1,382,202
Debtors 14 5,023,485 6,429,934
Cash at bank and in hand 7,285,883 3,006,614
13,680,665 10,818,750
CREDITORS
Amounts falling due within one year 15 5,517,054 7,230,497
NET CURRENT ASSETS 8,163,611 3,588,253
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,473,229

6,715,982

CREDITORS
Amounts falling due after more than one
year

16

(279,911

)

(224,068

)

PROVISIONS FOR LIABILITIES 19 (273,052 ) (254,219 )
NET ASSETS 10,920,266 6,237,695

CAPITAL AND RESERVES
Called up share capital 20 901 901
Retained earnings 21 10,919,365 6,236,794
SHAREHOLDERS' FUNDS 10,920,266 6,237,695

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2026 and were signed on its behalf by:





R O Lincoln - Director


BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

COMPANY BALANCE SHEET
31 DECEMBER 2025

31.12.25 31.12.24
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 11 - -
Investments 12 281,117 267,951
281,117 267,951

CURRENT ASSETS
Debtors 14 4,739,498 900,180
Cash at bank 4,692,077 632
9,431,575 900,812
CREDITORS
Amounts falling due within one year 15 4,657,938 908,439
NET CURRENT ASSETS/(LIABILITIES) 4,773,637 (7,627 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,054,754

260,324

CAPITAL AND RESERVES
Called up share capital 20 901 901
Retained earnings 21 5,053,853 259,423
SHAREHOLDERS' FUNDS 5,054,754 260,324

Company's profit for the financial year 4,794,430 12,065,927

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2026 and were signed on its behalf by:





R O Lincoln - Director


BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 200 16,647,428 16,647,628

Changes in equity
Issue of share capital 701 - 701
Dividends - (432,000 ) (432,000 )
Total comprehensive income - (9,978,634 ) (9,978,634 )
Balance at 31 December 2024 901 6,236,794 6,237,695

Changes in equity
Total comprehensive income - 4,682,571 4,682,571
Balance at 31 December 2025 901 10,919,365 10,920,266

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 200 1,389,508 1,389,708

Changes in equity
Issue of share capital 701 - 701
Dividends - (216,000 ) (216,000 )
Total comprehensive income - (914,085 ) (914,085 )
Balance at 31 December 2024 901 259,423 260,324

Changes in equity
Total comprehensive income - 4,794,430 4,794,430
Balance at 31 December 2025 901 5,053,853 5,054,754

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 5,306,560 5,115,000
Interest paid (15,853 ) (5,747 )
Interest element of hire purchase payments
paid

(25,301

)

(20,939

)
Tax paid (998,100 ) (1,011,699 )
Net cash from operating activities 4,267,306 4,076,615

Cash flows from investing activities
Purchase of tangible fixed assets (41,204 ) (51,140 )
Purchase of fixed asset investments - (136,371 )
Sale of tangible fixed assets 20,758 47,000
Sale of fixed asset investments 618 2,138,227
Interest received 154,289 370,712
Dividends received - 11,595
Net cash from investing activities 134,461 2,380,023

Cash flows from financing activities
Capital repayments in year (122,498 ) (96,432 )
Amount introduced by directors - 90
Share issue - 701
Contribution to EOT - (12,980,012 )
Equity dividends paid - (432,000 )
Net cash from financing activities (122,498 ) (13,507,653 )

Increase/(decrease) in cash and cash equivalents 4,279,269 (7,051,015 )
Cash and cash equivalents at beginning of
year

2

3,006,614

10,057,629

Cash and cash equivalents at end of year 2 7,285,883 3,006,614

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.25 31.12.24
£    £   
Profit before taxation 5,150,596 3,526,403
Depreciation charges 182,053 177,143
Profit on disposal of fixed assets (26,516 ) (179,876 )
Gain on revaluation of fixed assets (95,000 ) (539,762 )
Finance costs 41,154 26,686
Finance income (154,289 ) (382,307 )
5,097,998 2,628,287
Decrease/(increase) in stocks 10,905 (317,164 )
Decrease/(increase) in trade and other debtors 1,406,449 (47,852 )
(Decrease)/increase in trade and other creditors (1,208,792 ) 2,851,729
Cash generated from operations 5,306,560 5,115,000

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 7,285,883 3,006,614
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 3,006,614 10,057,629


3. ANALYSIS OF CHANGES IN NET FUNDS

Other
non-cash
At 1.1.25 Cash flow changes At 31.12.25
£    £    £    £   
Net cash
Cash at bank
and in hand 3,006,614 4,279,269 7,285,883
3,006,614 4,279,269 7,285,883
Debt
Finance leases (330,518 ) 122,498 - (430,618 )
(330,518 ) 122,498 - (430,618 )
Total 2,676,096 4,401,767 - 6,855,265

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

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

1. STATUTORY INFORMATION

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

2. STATEMENT OF COMPLIANCE

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.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

These financial statements are for the group as well as for the individual entity.

The financial statements are presented in sterling (£), rounded to the nearest £1.

Basis of consolidation
The consolidated financial statements present the results of the parent company and those of its subsidiaries as well as sub subsidiaries. All consolidated subsidiaries have coterminous financial year ends. Inter group transactions have been eliminated from the financial statements and subsidiary results have been restated, where possible to reflect comparable accounting policies. The financial statements include the companies listed below which are included within note 12 to the accounts:

Britplas Group Limited (Parent Company)

100% subsidiaries

Glaine Limited

Britplas Fabrications Limited

Britplas Holdings Limited - dissolved March 2026

Padsford Limited - dissolved March 2026

Zavanda Holdings Limited

Zavanda Limited (Dormant) - dissolved March 2026

Britplas Commercial Limited

100% subsidiaries (via indirect holding through Zavanda Holdings Limited):

Britplas Facades Limited

The group financial statements have been prepared using the merger accounting method as the directors believe that this provides a better reflection of the substance of the underlying group restructure that occurred in the financial year ending 31st December 2024 and the need to provide a true and fair view.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

3. ACCOUNTING POLICIES - continued

Significant judgements and estimates
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

The group makes an estimate of the amount of deferred income to ensure that income is recognised in the same period at the cost, and sales is recognised by reference to the stage of completion. When assessing the amount of income to be deferred, management considers factors including the costs incurred to date, the total estimated contract costs and estimated gross profit margins. See note 15 for the net carrying amount of accruals and deferred income.

Included within accruals is a general provision for defects of ongoing projects. When assessing the amount of the provision, management reviews the total costs budgeted to completion, including contingency costs, less actual costs incurred to completion. See note 15 for the net carrying amount of accruals and deferred income.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue comprises the fair value of the consideration received or receivable, net of value added tax.

Contract revenue is recognised over time whereby the benefit transfers to the customer. The percentage of completion is measured using cost incurred to date as a proportion of the estimated full costs of the completed contract. This is viewed in conjunction with the expected revenue to determine the revenue to be recognised in the reporting period.

Estimated total costs of the contract include cost contingencies for risks identified at the start of the contract, these are reviewed regularly throughout the contract and adjusted where necessary.

Retention amounts are contractually withheld by customers in accordance with the terms of the contract.

Retentions are held as security to ensure satisfactory completion of works and are usually released after a specified time in agreement with the terms of the contract.

Retentions are recognised when the group has a contractual right to receive the amounts, usually in conjunction with the percentage of works completed.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - in accordance with the property
Plant and machinery - 33% on cost, 25% on reducing balance and 25% on cost
Fixtures and fittings - 25% on cost
Motor vehicles - 25% on reducing balance and 25% on cost

Government grants
Government grants in respect of capital expenditure are released to the profit and loss account over the expected useful lives of the assets to which they relate.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

3. ACCOUNTING POLICIES - continued

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.

The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is
recognised

Financial instruments
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs, and then subsequently measured at amortised cost. Financial assets classified as receivable within one year are not amortised. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the assets has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including creditors and loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

3. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Leased assets are depreciated in accordance with the group's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Amounts recoverable on contracts
Contracts have been accounted for as long term contracts where contract activity falls into different accounting periods. The amount recorded as turnover is ascertained by reference to the value of the work carried out to date, as described in the turnover accounting policy. The amount by which recorded turnover is in excess of payments on account is classified as amounts recoverable on contract.

Investments in subsidiaries
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

Other investments
Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.25 31.12.24
£    £   
Sale of goods 27,797,796 24,289,377
27,797,796 24,289,377

An analysis of turnover by geographical market is given below:

31.12.25 31.12.24
£    £   
United Kingdom 26,903,834 23,448,641
Europe 789,005 355,647
United States of America 70,307 -
Australia 34,650 485,089
27,797,796 24,289,377

5. EMPLOYEES AND DIRECTORS
31.12.25 31.12.24
£    £   
Wages and salaries 6,450,671 4,804,943
Social security costs 577,969 408,021
Other pension costs 151,884 225,961
7,180,524 5,438,925

The average number of employees during the year was NIL (2024 - NIL).

The average number of employees by undertakings that were proportionately consolidated during the year was 100 (2024 - 101 ) .

31.12.25 31.12.24
£    £   
Directors' remuneration 436,512 135,409
Directors' pension contributions to money purchase schemes 44,700 120,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 2

Information regarding the highest paid director for the year ended 31 December 2025 is as follows:
31.12.25
£   
Emoluments etc 203,933
Pension contributions to money purchase schemes 22,500

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.25 31.12.24
£    £   
Depreciation - owned assets 89,485 107,141
Depreciation - assets on hire purchase contracts 92,568 70,002
Profit on disposal of fixed assets (26,516 ) (179,876 )
Auditors' remuneration 45,825 49,300
Foreign exchange differences 378 5,516

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.25 31.12.24
£    £   
Corporation tax interest 15,853 5,747
Hire purchase 25,301 20,939
41,154 26,686

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.25 31.12.24
£    £   
Current tax:
UK corporation tax 1,005,472 814,143
Tax over/understated in previous years (556,280 ) (453,123 )
Total current tax 449,192 361,020

Deferred tax 18,833 164,005
Tax on profit 468,025 525,025

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
Profit before tax 5,150,596 3,526,403
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

1,287,649

881,601

Effects of:
Expenses not deductible for tax purposes (6,483 ) 60,873
Income not taxable for tax purposes (23,750 ) -
Capital allowances in excess of depreciation (26,941 ) (51,710 )
Utilisation of tax losses (2 ) (809 )
Adjustments to tax charge in respect of previous periods (556,281 ) (453,123 )
Chargeable gains - 59,120
Impairment adjustments - (134,941 )
Deferred tax movement 18,833 164,005
Losses carried forward - 9
Research and development (225,000 ) -
Total tax charge 468,025 525,025

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2025.

31.12.24
Gross Tax Net
£    £    £   
Contribution paid to EOT (12,980,012 ) - (12,980,012 )

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DIVIDENDS
31.12.25 31.12.24
£    £   
A Ordinary shares of £0.01 each
Interim - 432,000

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST OR VALUATION
At 1 January 2025 2,650,000 953,370 90,943 352,591 4,046,904
Additions - 110,125 15,674 138,003 263,802
Disposals - (39,765 ) - (205,733 ) (245,498 )
Revaluations 95,000 - - - 95,000
At 31 December 2025 2,745,000 1,023,730 106,617 284,861 4,160,208
DEPRECIATION
At 1 January 2025 - 553,231 89,403 277,159 919,793
Charge for year - 110,964 4,223 66,866 182,053
Eliminated on disposal - (38,166 ) - (213,090 ) (251,256 )
At 31 December 2025 - 626,029 93,626 130,935 850,590
NET BOOK VALUE
At 31 December 2025 2,745,000 397,701 12,991 153,926 3,309,618
At 31 December 2024 2,650,000 400,139 1,540 75,432 3,127,111

Included within the above are assets held under hire purchase agreements.

Assets held on such agreements include plant and machinery with a carrying value of £396,000 (2024:
£266,826) and depreciation charges for the year of £92,568 (2024: £70,002).

Assets held on such agreements include motor vehicles with a carrying value of £21,218 (2024:
£49,478) and depreciation charges for the year of £28,258 (2024: £28,258).

Cost or valuation at 31 December 2025 is represented by:

Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
Valuation in 2024 539,762 - - - 539,762
Valuation in 2025 95,000 - - - 95,000
Cost 2,110,238 1,023,730 106,617 284,861 3,525,446
2,745,000 1,023,730 106,617 284,861 4,160,208

The property was revalued in the year by Lamb & Swift Commercial Property on an open market basis


BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

12. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
At 1 January 2025 618
Disposals (618 )
At 31 December 2025 -
NET BOOK VALUE
At 31 December 2025 -
At 31 December 2024 618
Company
Shares in
group
undertaking
£   
COST
At 1 January 2025 267,951
Additions 13,615
Impairments (449 )
At 31 December 2025 281,117
NET BOOK VALUE
At 31 December 2025 281,117
At 31 December 2024 267,951

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Glaine Limited
Registered office: Registered in United Kingdom
Nature of business: Investment company
%
Class of shares: holding
Ordinary A, Ordinary B, 100.00
Ordinary C and Ordinary D
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 2,788,687 4,568,918
Profit for the year 319,054 1,027,171

In April 2026, 100% of the shares held in Glaine Limited were sold for £2.745m.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

12. FIXED ASSET INVESTMENTS - continued

Britplas Fabrications Limited
Registered office: Registered in United Kingdom
Nature of business: Manufacture and installation of windows
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 1,696,582 1,646,582
Profit for the year 2,626,428 719,152

Padsford Limited
Registered office: Registered in United Kingdom
Nature of business: Dormant
%
Class of shares: holding
Ordinary B 100.00
Ordinary C 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves - (3,738 )
Loss for the year (930 ) (35 )

Britplas Group Limited indirectly own 100% of the shareholding in Padsford Limited.

In December 2025, an application to strike off Padsford Limited was filed with Companies House. The company was dissolved in March 2026. The investment in relation to this company has been fully impaired to £NIL.

Britplas Holdings Limited
Registered office: Registered in United Kingdom
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves - (1,583,434 )
Loss for the year (48 ) (5,041,795 )

In December 2025, an application to strike off Britplas Holdings Limited was filed with Companies House. The company was dissolved in March 2026. The investment in relation to this company has been fully impaired to £NIL.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

12. FIXED ASSET INVESTMENTS - continued

Zavanda Holdings Limited
Registered office: Registered in United Kingdom
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
Ordinary E 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 404,899 714,947
Profit for the year 1,418,022 300,000

During the year, Britplas Group Limited acquired 26% of the shareholding of Zavanda Holdings Limited from Glaine Limited, a 100% owned subsidiary, via dividend in specie, and consequently directly own 100% of the shareholding.

Zavanda Limited
Registered office:
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves - 300

During the year Britplas Group Limited acquired 100% of the shareholding of Zavanda Limited from a 100% owned company, Zavanda Holdings Limited, via dividend in specie. Britplas Group Limited directly owns 100% of the shares of Zavanda Limited as a consequence of this exchange.

In December 2025, an application to strike off Zavanda Limited was filed with Companies House. The company was dissolved in March 2026. The investment in relation to this company has been fully impaired to £NIL.

Britplas Facades Limited
Registered office:
Nature of business: Manufacture and installation of windows
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 1,765,921 1,615,921
Profit for the year 1,568,070 400,245

Zavanda Holdings Limited, a 100% owned subsidiary of Britplas Group Limited, directly owns 100% of the shares of Britplas Facades Limited. Britplas Group Limited consequently indirectly owns 100% of the shares of Britplas Facades Limited.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

12. FIXED ASSET INVESTMENTS - continued

Britplas Commercial Limited
Registered office:
Nature of business: Manufacture and installation of windows
%
Class of shares: holding
Ordinary 100.00
Ordinary A, B, C, D, E, F, G 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 204,343 13,263
Profit for the year 127,991 1,029,918

During the year Britplas Group Limited acquired 100% of the shareholding of Britplas Commercial Limited from a 100% owned company, Britplas Holdings Limited, via dividend in specie. Britplas Group Limited directly owns 100% of the shares of Britplas Commercial Limited as a consequence of this exchange.


13. STOCKS

Group
31.12.25 31.12.24
£    £   
Stocks 626,322 758,303
Work-in-progress 744,975 623,899
1,371,297 1,382,202

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Trade debtors 81,430 432,879 - -
Amounts recoverable on contract 4,628,702 5,670,839 - -
Other debtors 22,876 150,840 - -
Amounts owed by group - - 4,739,498 900,180
VAT 156,697 127,596 - -
Prepayments and accrued income 133,780 47,780 - -
5,023,485 6,429,934 4,739,498 900,180

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Hire purchase contracts (see note 17) 150,707 106,450 - -
Trade creditors 2,137,341 2,321,703 - -
Tax 243,410 792,318 (62 ) 8,259
Social security and other taxes 167,794 156,951 - -
Other creditors 27,795 25,057 - -
Amounts owed to group undertakings - - 4,658,000 900,180
Accruals and deferred income 2,790,007 3,828,018 - -
5,517,054 7,230,497 4,657,938 908,439

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.12.25 31.12.24
£    £   
Hire purchase contracts (see note 17) 279,911 224,068

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
31.12.25 31.12.24
£    £   
Net obligations repayable:
Within one year 150,707 106,450
Between one and five years 279,911 224,068
430,618 330,518

Group
Non-cancellable
operating leases
31.12.25 31.12.24
£    £   
Within one year 65,474 25,735
Between one and five years 101,220 21,305
166,694 47,040

Operating lease payments expensed through the profit and loss account in the year totalled £34,220 (2024: £40,824).

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.12.25 31.12.24
£    £   
Hire purchase contracts 430,618 330,518

Hire purchase liabilities are secured on the assets to which they relate.

Britplas Fabrications Limited's bankers hold a fixed charge (including a negative pledge) over all amounts now and in the future credited to the deposit bank account. In addition to this, the company's bankers hold a fixed and floating charge over the freehold and leasehold property including fixtures and fittings, fixed plant and machinery and book and other debts; along with a floating charge over all other assets.

19. PROVISIONS FOR LIABILITIES

Group
31.12.25 31.12.24
£    £   
Deferred tax 273,052 254,219

Group
Deferred
tax
£   
Balance at 1 January 2025 254,219
Provided during year 18,833
Balance at 31 December 2025 273,052

20. CALLED UP SHARE CAPITAL

Alloted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £ £
90102 Ordinary 0.01 - 901
90102 A Ordinary 0.01 901 -
901 901


Ordinary
£0.01
A Ordinary
£0.01

£

B/fwd as at 31.12.24 90,102 - 901
Re-designated during year (90,102) 90,102 -
C/fwd as at 31.12.25 90,102 - 901

During the year, there was a re-designation of shares in line with the company's Memorandum and Articles of Association. The shares were re-designated from Ordinary to A Ordinary.

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

21. RESERVES

Group
Retained
earnings
£   

At 1 January 2025 6,236,794
Profit for the year 4,682,571
At 31 December 2025 10,919,365

Company
Retained
earnings
£   

At 1 January 2025 259,423
Profit for the year 4,794,430
At 31 December 2025 5,053,853

Included in retained earnings is £476,072 (2024: £404,821) of profits which are not available for distribution as they are unrealised.

Please refer to the Consolidated Statement of Changes in Equity for a full analysis of reserves.

22. CONTINGENT LIABILITIES

The group is committed to funding regular annual contributions to the trustees of the Employee Ownership Trust to cover deferred consideration to former shareholders. As at 31 December 2025 the amount of deferred consideration due was c£27m. The deferred consideration does not bear any interest except for those paid later than their scheduled payment date.

23. CAPITAL COMMITMENTS
31.12.25 31.12.24
£    £   
Contracted but not provided for in the
financial statements 17,950 -

BRITPLAS GROUP LIMITED (REGISTERED NUMBER: 12237968)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

24. RELATED PARTY DISCLOSURES

The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

The ultimate controlling party is Safevent Employee Ownership Trust. Britplas Group Limited is the parent of the largest and smallest group for which consolidated financial statements are prepared which include Britplas Group Limited and all of its subsidiaries. The registered office of the immediate and ultimate parent company is the same as that of Britplas Group Limited. Group accounts are freely available from Companies House.

During the year, a restructure took place to simplify the group structure. As part of this restructure, the shares held in Britplas Commercial Limited, Zavanda Limited and Zavanda Holdings Limited were sold via dividend in specie by Britplas Holdings Limited, Zavanda Holdings Limited and Glaine Limited respectively to Britplas Group Limited, the parent, and all subsidiaries, excluding Britplas Facades Limited, are now owned 100% directly by Britplas Group Limited. Subsequently to this restructure, all outstanding intercompany loans were written off across the group to £NIL.

Related party transactions
During the year, the group made total purchases of £27,450 (2024: £105,020) from related parties. The balance owed to the related parties at the year-end totalled £1,250 (2024: £5,256).

During the year, a total of key management personnel compensation of £752,355 (2024: £462,611) was paid. This is in addition to the directors amounts disclosed in Note 5 of the accounts.

25. POST BALANCE SHEET EVENTS

In January 2026, a payment of circa £3.43m was made to the EOT in respect of the deferred consideration due to the former shareholders. Please see note 22 for more details regarding the deferred consideration.

On 9th April 2026, 100% of the shareholding in Glaine Limited was sold to Black Twelve Limited for circa £2.745m. The proceeds from this sale were used to make a payment to the EOT in respect of the deferred consideration due to the former shareholders.

26. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Safevent Employee Ownership Trust. The trust is registered at Unit 18 Kingsland Grange, Woolston, Warrington, England, WA1 4RW.


27. SHARE-BASED PAYMENT TRANSACTIONS

Staff in subsidiaries of Britplas Group Limited were granted 14,789 share options over B shares of Britplas Group Limited, under an Enterprise Management Incentive share option scheme in December 2025. The option period is over 9 years and 9 months from the date of grant of the option. The options shall exercise when agreed percentages of the deferred consideration due to the EOT have been repaid. For more information regarding the deferred consideration see note 22.

The weighted average exercise price is determined at £0.01 per share. Management have valued the share options using the EV/EBITDA method.

No charge is recognised in the current year financial statements as any pro-rated charge is considered immaterial.

The cost of the share based payment expense is allocated to the subsidiaries where the share options are held by employees of these subsidiaries.