| REGISTERED NUMBER: 15980252 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| FOR |
| FORTIS WINDROSE HOLDINGS LIMITED |
| REGISTERED NUMBER: 15980252 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| FOR |
| FORTIS WINDROSE HOLDINGS LIMITED |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 11 |
| Consolidated Other Comprehensive Income | 12 |
| Consolidated Balance Sheet | 13 |
| Company Balance Sheet | 14 |
| Consolidated Statement of Changes in Equity | 15 |
| Company Statement of Changes in Equity | 16 |
| Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Cash Flow Statement | 18 |
| Notes to the Consolidated Financial Statements | 19 |
| FORTIS WINDROSE HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Directors: |
| Registered office: |
| Registered number: |
| Senior statutory auditor: | S Collins |
| Auditors: |
| Statutory Auditor |
| Chartered Certified Accountants |
| Dickens House |
| Guithavon Street |
| Witham |
| Essex |
| CM8 1BJ |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| The directors present their strategic report of the company and the group for the period 26 September 2024 to 31 December 2025. |
| Review of business |
| During 2025, Fortis Vision delivered sustainable, controlled growth while strengthening the resilience of its operating platform. Turnover increased by 14.1% to £48.93 million, supported by successful delivery across construction, hotel and leisure, Purpose-Built Student Accommodation (PBSA) and care home markets. Continued diversification of the client and sector portfolio, combined with repeat business from established customers, reduced reliance on any single market and created a more balanced order book to support long-term growth. |
| Despite ongoing cost pressures, supply-chain constraints and evolving regulatory requirements, the business maintained positive momentum and increased operating profit by 13.3%. Investment in people, leadership, procurement, systems, design management and compliance strengthened operational control and supported the delivery of larger, more complex schemes, including Fortis Vision's largest and most technically demanding project to date: a £12.5 million conversion of four former commercial buildings into student accommodation in Leeds. |
| A further significant milestone was the successful completion of a management buyout in August 2025, which broadened ownership across the senior leadership team, ensured continuity of management and established a strong platform for the group to take into the next phase of the business. |
| The Group remains committed to supporting Fortis Vision and its associated businesses through strategic oversight, governance and investment. Particular focus has been placed on National FPS Ltd (NFPS) during the year, where management identified opportunities to improve operational efficiency, strengthen client engagement and develop broader service offerings. This focus is intended to improve collaboration across the Group, make better use of existing resources and support the development of additional client opportunities within existing and complementary markets. |
| Growth within NFPS is being pursued through a disciplined approach to client selection, the expansion of long-term relationships and the targeting of opportunities aligned with the Group's operational expertise. The Board believes there is potential to develop market share through integrated solutions and delivery capability established across the wider Fortis group of companies. This approach is intended to build a stronger pipeline and provide a sound basis for controlled growth. |
| The Group has continued to invest in technology, process automation and data management to improve efficiency, productivity and governance. These investments are expected to generate long-term benefits through improved resource utilisation, enhanced reporting capability and tighter operational control. Together with the continued development of management teams, these improvements position the Group to respond effectively to market opportunities whilst maintaining strong commercial discipline. |
| Fortis Windrose Holdings remains focused on creating sustainable value through disciplined growth, operational excellence and strategic investment. The Board continues to adopt a measured approach to expansion, with continued emphasis on cash generation, profitability, risk management and the consistent delivery of high-quality services. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Principal risks and uncertainties |
| The Directors maintain a robust risk-management framework, reviewed regularly as part of the Group's governance arrangements. The principal risks and mitigating actions include: |
| 1. Operational Efficiency Risk: Failure to maintain process and efficiency improvements may adversely affect profitability and growth. The Group continues to invest in systems, management information and standardised processes to support continuous improvement. |
| 2. Market Conditions: Economic uncertainty, inflationary pressures and changing client investment strategies may affect demand. The Group seeks to mitigate this through diversification of sectors, services and client relationships. |
| 3. Growth and Integration Risk: Growth initiatives may introduce operational and control challenges. Scalable systems, appropriate governance and experienced leadership support the management and integration of new opportunities. |
| 4. Client Concentration Risk: The Group continues to broaden its client base and develop opportunities within new and existing markets to reduce reliance on any individual customer or sector. |
| 5. People and Talent Retention: Attracting, developing and retaining high-quality personnel remains important to long-term success. Investment in development, succession planning and employee welfare supports workforce stability. |
| 6. Regulatory and Compliance Risk: Evolving legislative and regulatory requirements may increase operational demands and project timescales. The Group maintains appropriate compliance procedures and continues to invest in governance and regulatory capability. |
| 7. Information Security and Governance: Cyber and data-security risks may disrupt operations or compromise information. The Group continues to strengthen systems, controls and governance arrangements to support business resilience. |
| 8. NFPS Growth and Execution: The successful development of NFPS depends upon disciplined opportunity selection, suitable resources and consistent delivery. Management will monitor pipeline quality, operational capacity, client concentration and commercial performance as the business develops. |
| Financial position |
| The Group continued to focus on maintaining a strong financial position, supported by disciplined cash management, careful investment decisions and a clear focus on profitability. The Board remains committed to reinvesting appropriately in operational capability, technology and people to support sustainable growth whilst maintaining a prudent balance sheet. |
| Investment during the year focused on process improvement, operational systems and organisational capability. These investments are intended to generate long-term efficiencies and strengthen the resilience of the Group's businesses. |
| The Board continues to monitor cash generation, working-capital management and profitability closely, ensuring that the Group remains positioned to pursue appropriate strategic opportunities without compromising financial discipline. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Outlook |
| The Directors remain confident in the long-term prospects of Fortis Windrose Holdings. The strategic focus for the coming year will remain centred on process improvement, operational efficiency and sustainable growth across the Group. |
| Within NFPS, management will pursue additional client opportunities that align with the Group's core strengths and delivery capabilities. Investment will continue to be directed towards enhancing operational performance, improving the client experience and strengthening the service offering to established clients, whilst targeting carefully selected new opportunities. |
| The Board believes that strengthened leadership, improved operational systems, established client relationships and a continued focus on efficiency provide a sound platform for profitable growth. |
| On behalf of the board: |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| The directors present their report with the financial statements of the company and the group for the period 26 September 2024 to 31 December 2025. |
| Incorporation |
| The group was incorporated on 26 September 2024 and commenced trading on 29 August 2025. |
| Dividends |
| The total distribution of dividends for the period ended 31 December 2025 will be £ 400,000 . |
| Directors |
| Other changes in directors holding office are as follows: |
| All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| 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. |
| 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. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Auditors |
| The auditors, Baverstocks Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| On behalf of the board: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FORTIS WINDROSE HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of Fortis Windrose Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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 period 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 |
| FORTIS WINDROSE HOLDINGS 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 page five, 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 |
| FORTIS WINDROSE HOLDINGS 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 assessing the risks of material misstatement due to fraud and noncompliance with laws and regulations was as follows:- |
| We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to compliance with the Companies Act 2006, Financial Reporting Standard 102, relevant tax legislation, employment legislation and the legislation affecting companies within the construction industry. |
| We assessed the risks of material misstatements in respect of fraud and determined that the principal risks were related to posting of journal entries to manipulate the results for the financial year. We made enquiries of management during the audit to determine any instances of fraud, while also discussing the areas of risk in relation to audit as part of our audit team meeting. |
| Based upon the results of our risk assessment we designed our audit procedures to identify noncompliance with such laws and regulations identified above and also material misstatements in respect of fraud as follows:- |
| - | We obtained an understanding of the legal and regulatory framework in relation to the entity and how it complies with this framework. This included discussions with management, reviews of legal and professional fees and reviews of compliance with the legislation. |
- |
We discussed with the management the entity's policies and procedures including systems and controls. Compliance with these was tested via discussion and walkthrough testing of controls. |
- |
We enquired of management of their policies and procedures in relation to fraud and their knowledge of any actual, suspected, or alleged fraud. |
- |
We reviewed compliance with Pay as You Earn, Construction Industry Scheme and Value Added Tax laws via reviewing returns and correspondence. |
- |
We discussed with management to ensure continued compliance with employment and construction industry legislation. |
- |
We considered the risk of fraud through management override, and, in response, we incorporated testing of manual journal entries into our audit approach. This included the testing of journal entries throughout the year as well as year end journals. |
| - | We agreed the financial statement disclosures to underlying supporting documentation. |
| - | We enquired of management if there were any potential litigation or claims. |
| Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FORTIS WINDROSE HOLDINGS LIMITED |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| Chartered Certified Accountants |
| Dickens House |
| Guithavon Street |
| Witham |
| Essex |
| CM8 1BJ |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Notes | £ |
| Turnover | 3 | 16,689,476 |
| Cost of sales | 13,509,770 |
| Gross profit | 3,179,706 |
| Administrative expenses | 1,786,476 |
| 1,393,230 |
| Other operating income | 15,744 |
| Operating profit | 5 | 1,408,974 |
| Associated Company Loan |
| Write Off | 6 | 425,391 |
| 983,583 |
| Interest receivable and similar income | 10,351 |
| 993,934 |
| Interest payable and similar expenses | 7 | 138,192 |
| Profit before taxation | 855,742 |
| Tax on profit | 8 | 344,853 |
| Profit for the financial period |
| Profit attributable to: |
| Owners of the parent | 510,889 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Notes | £ |
| Profit for the period | 510,889 |
| Other comprehensive income | - |
| Total comprehensive income for the period |
510,889 |
| Total comprehensive income attributable to: |
| Owners of the parent | 510,889 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| CONSOLIDATED BALANCE SHEET |
| 31 DECEMBER 2025 |
| Notes | £ | £ |
| Fixed assets |
| Intangible assets | 11 | 6,396,902 |
| Tangible assets | 12 | 724,542 |
| Investments | 13 | - |
| 7,121,444 |
| Current assets |
| Stocks | 14 | 1,780,347 |
| Debtors | 15 | 6,871,632 |
| Cash at bank and in hand | 4,741,002 |
| 13,392,981 |
| Creditors |
| Amounts falling due within one year | 16 | 10,406,025 |
| Net current assets | 2,986,956 |
| Total assets less current liabilities | 10,108,400 |
| Creditors |
| Amounts falling due after more than one year |
17 |
(1,023,174 |
) |
| Provisions for liabilities | 21 | (100,322 | ) |
| Net assets | 8,984,904 |
| Capital and reserves |
| Called up share capital | 22 | 100,079 |
| Share premium | 23 | 334,015 |
| Merger reserve | 23 | 8,158,590 |
| Retained earnings | 23 | 392,220 |
| Shareholders' funds | 8,984,904 |
| The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2026 and were signed on its behalf by: |
| N Todd - Director |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| COMPANY BALANCE SHEET |
| 31 DECEMBER 2025 |
| Notes | £ | £ |
| Fixed assets |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| Current assets |
| Debtors | 15 |
| Creditors |
| Amounts falling due within one year | 16 |
| Net current liabilities | ( |
) |
| Total assets less current liabilities |
| Creditors |
| Amounts falling due after more than one year |
17 |
| Net assets |
| Capital and reserves |
| Called up share capital | 22 |
| Share premium | 23 |
| Retained earnings | 23 |
| Shareholders' funds |
| Company's profit for the financial year | 784,319 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Called up |
| share | Retained | Share | Merger | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 100,079 | - | 334,015 | - | 434,094 |
| Dividends | - | (400,000 | ) | - | - | (400,000 | ) |
| Total comprehensive income | - | 510,889 | - | - | 510,889 |
| Acquisition | - | - | - | 8,439,921 | 8,439,921 |
| Transfer | - | 281,331 | - | (281,331 | ) | - |
| Balance at 31 December 2025 | 100,079 | 392,220 | 334,015 | 8,158,590 | 8,984,904 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 December 2025 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 9,327,682 |
| Interest paid | (133,874 | ) |
| Interest element of hire purchase payments paid |
(4,318 |
) |
| Tax paid | (557,197 | ) |
| Net cash from operating activities | 8,632,293 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (78,538 | ) |
| Sale of tangible fixed assets | 105,523 |
| Acquisition net of cash acquired | (2,191,083 | ) |
| Interest received | 10,351 |
| Net cash from investing activities | (2,153,747 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (1,642,647 | ) |
| Capital repayments in year | (55,226 | ) |
| Amount introduced by directors | 388,000 |
| Amount withdrawn by directors | (401,686 | ) |
| Share issue | 374,015 |
| Equity dividends paid | (400,000 | ) |
| Net cash from financing activities | (1,737,544 | ) |
| Increase in cash and cash equivalents | 4,741,002 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
4,741,002 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 1. | Reconciliation of profit before taxation to cash generated from operations |
| £ |
| Profit before taxation | 855,742 |
| Depreciation charges | 287,084 |
| Profit on disposal of fixed assets | (32,916 | ) |
| Finance costs | 138,192 |
| Finance income | (10,351 | ) |
| 1,237,751 |
| Decrease in stocks | 5,912,364 |
| Decrease in trade and other debtors | 7,013,518 |
| Decrease in trade and other creditors | (4,835,951 | ) |
| Cash generated from operations | 9,327,682 |
| 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: |
| Period ended 31 December 2025 |
| 31.12.25 | 26.9.24 |
| £ | £ |
| Cash and cash equivalents | 4,741,002 | - |
| 3. | Analysis of changes in net funds |
| At 26.9.24 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 4,741,002 | 4,741,002 |
| - | 4,741,002 | 4,741,002 |
| Debt |
| Finance leases | - | (139,721 | ) | (139,721 | ) |
| Debts falling due within 1 year | - | (1,323,660 | ) | (1,323,660 | ) |
| Debts falling due after 1 year | - | (995,833 | ) | (995,833 | ) |
| - | (2,459,214 | ) | (2,459,214 | ) |
| Total | - | 2,281,788 | 2,281,788 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 1. | Statutory information |
| Fortis Windrose Holdings Limited is a |
| 2. | Accounting policies |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings made up to 31 December. |
| A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary. |
| Where a subsidiary has different accounting policies to the group, adjustments are made to those |
| subsidiary financial statements to apply the group’s accounting policies when preparing the |
| consolidated financial statements. |
| Any subsidiary undertakings sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. |
| Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. |
| Critical accounting judgements and key sources of estimation uncertainty |
| 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. |
| There are no estimates and assumptions that have a significant risk of causing material adjustment in the financial statements. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 2. | Accounting policies - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the |
| company and the turnover can be reliably measured. Turnover is measured as the fair value of the |
| consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover 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 turnover can be measured reliably; |
- |
it is probable that the company 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. |
| Goodwill |
| 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. |
| Tangible fixed assets |
| Motor Vehicles | - |
| Office Equipment | - |
| Stocks |
| Work in progress is valued at the lower of cost and net realisable value. |
| 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. |
| Taxation |
| Taxation for the period 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. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 2. | Accounting policies - continued |
| 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 period 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. |
| 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. |
| 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. |
| Impairment |
| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at |
| each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 2. | Accounting policies - continued |
| Business combinations and goodwill |
| Business combinations are accounted for by applying the purchase method. |
| The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. |
| Contingent consideration is initially recognised at an estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination. |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired. |
| On acquisition, goodwill is allocated to cash-generating units (‘CGU’s’) that are expected to benefit from the combination. |
| Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised. |
| 3. | 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: |
| £ |
| Rendering of services | 16,689,476 |
| 16,689,476 |
| 4. | Employees and directors |
| £ |
| Wages and salaries | 881,250 |
| Social security costs | 417,036 |
| Other pension costs | 123,400 |
| 1,421,686 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 4. | Employees and directors - continued |
| The average number of employees during the period was as follows: |
| Directors | 3 |
| Administration | 18 |
| Cost of sales | 37 |
| £ |
| Directors' remuneration | 163,965 |
| Directors' pension contributions to money purchase schemes | 6,280 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 3 |
| 5. | Operating profit |
| The operating profit is stated after charging/(crediting): |
| £ |
| Hire of Plant and Machinery | 123,061 |
| Other Operating Leases | 4,320 |
| Depreciation - owned assets | 35,723 |
| Depreciation - assets on hire purchase contracts | 19,232 |
| Profit on disposal of fixed assets | (32,916 | ) |
| Goodwill amortisation | 220,583 |
| Auditors Remuneration | 19,167 |
| 6. | Exceptional items |
| £ |
| Associated Company Loan |
| Write Off | (425,391 | ) |
| 7. | Interest payable and similar expenses |
| £ |
| Bank Interest | 326 |
| Bank Loan Interest | 69 |
| Other Interest Payable | 4,323 |
| HMRC Interest Paid | 14,146 |
| Loan Interest | 115,010 |
| Hire Purchase Interest | 4,318 |
| 138,192 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 8. | Taxation |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 379,777 |
| Deferred Taxation | (34,924 | ) |
| Tax on profit | 344,853 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| £ |
| Profit before tax | 855,742 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % |
213,936 |
| Effects of: |
| Expenses not deductible for tax purposes | 130,917 |
| Total tax charge | 344,853 |
| 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 |
| £ |
| A shares of £1 each |
| Interim | 400,000 |
| 11. | Intangible fixed assets |
| Group |
| Goodwill |
| £ |
| Cost |
| Additions | 6,617,485 |
| At 31 December 2025 | 6,617,485 |
| Amortisation |
| Amortisation for period | 220,583 |
| At 31 December 2025 | 220,583 |
| Net book value |
| At 31 December 2025 | 6,396,902 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 12. | Tangible fixed assets |
| Group |
| Freehold | Motor | Office |
| Property | Vehicles | Equipment | Totals |
| £ | £ | £ | £ |
| Cost |
| Additions | - | 62,150 | 16,388 | 78,538 |
| Disposals | - | (214,539 | ) | (55,723 | ) | (270,262 | ) |
| On acquisition of subsidiary | 166,694 | 1,014,608 | 290,964 | 1,472,266 |
| At 31 December 2025 | 166,694 | 862,219 | 251,629 | 1,280,542 |
| Depreciation |
| Charge for period | - | 29,198 | 25,757 | 54,955 |
| Eliminated on disposal | - | (141,986 | ) | (55,669 | ) | (197,655 | ) |
| On acquisition of subsidiary | - | 527,311 | 171,389 | 698,700 |
| At 31 December 2025 | - | 414,523 | 141,477 | 556,000 |
| Net book value |
| At 31 December 2025 | 166,694 | 447,696 | 110,152 | 724,542 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Motor |
| Vehicles |
| £ |
| Cost |
| Disposals | (62,383 | ) |
| On acquisition of subsidiary | 349,594 |
| At 31 December 2025 | 287,211 |
| Depreciation |
| Charge for period | 19,232 |
| Eliminated on disposal | (25,703 | ) |
| On acquisition of subsidiary | 118,999 |
| At 31 December 2025 | 112,528 |
| Net book value |
| At 31 December 2025 | 174,683 |
| 13. | Fixed asset investments |
| Company |
| Shares in |
| Group |
| Undertakings |
| £ |
| Cost |
| Additions |
| At 31 December 2025 |
| Net book value |
| At 31 December 2025 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 13. | Fixed asset investments - continued |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 100.00 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year | 1,711,330 |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| Ordinary |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year | 2,817,439 |
| The above company is indirectly owned by Fortis Windrose Holdings Limited via Charlie Charlie Windrose Limited. |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | (7,136 | ) |
| The above company is indirectly owned by Fortis Windrose Holdings Limited via Charlie Charlie Windrose Limited. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 13. | Fixed asset investments - continued |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 100.00 |
| £ | £ |
| Aggregate capital and reserves | ( |
) |
| Profit/(loss) for the year | (17,505 | ) |
| The above company is indirectly owned by Fortis Windrose Holdings Limited via Charlie Charlie Windrose Limited. |
| 14. | Stocks |
| Group |
| £ |
| Work in Progress | 1,780,347 |
| 15. | Debtors: amounts falling due within one year |
| Group | Company |
| £ | £ |
| Trade Debtors | 4,182,353 |
| Amounts owed by participating interests | 251,895 | - |
| Other Debtors | 353,487 |
| Directors Loan Accounts | 1,152,563 | 345,901 |
| VAT | 7,972 |
| Prepayments and Accrued Income | 923,362 |
| 6,871,632 |
| 16. | Creditors: amounts falling due within one year |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 18) | 6,160 |
| Other loans (see note 18) | 1,317,500 |
| Hire purchase contracts (see note 19) | 112,380 |
| Trade Creditors | 4,022,628 |
| Amounts owed to group undertakings | - |
| Corporation Tax | 832,168 |
| Social Security and Other |
| Taxes | 1,367,424 |
| Other Creditors | 148,255 |
| Accruals and Deferred Income | 2,599,510 |
| 10,406,025 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 17. | Creditors: amounts falling due after more than one year |
| Group | Company |
| £ | £ |
| Other loans (see note 18) | 995,833 |
| Hire purchase contracts (see note 19) | 27,341 |
| 1,023,174 |
| 18. | Loans |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| £ | £ |
| Amounts falling due within one year or | on demand: |
| Bank Loans | 6,160 |
| Other Loans - less than 1 yr | 1,317,500 |
| 1,323,660 |
| Amounts falling due between one and | two years: |
| Other Loans - 1-2 years | 995,833 | 995,833 |
| 19. | Leasing agreements |
| Minimum lease payments fall due as follows: |
| Group |
| Hire |
| purchase |
| contracts |
| £ |
| Gross obligations repayable: |
| Within one year | 121,107 |
| Between one and five years | 28,539 |
| 149,646 |
| Finance charges repayable: |
| Within one year | 8,727 |
| Between one and five years | 1,198 |
| 9,925 |
| Net obligations repayable: |
| Within one year | 112,380 |
| Between one and five years | 27,341 |
| 139,721 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 20. | Secured debts |
| The following secured debts are included within creditors: |
| Group |
| £ |
| Other Loans - less than 1 yr | 2,313,333 |
| Hire purchase contracts | 139,721 |
| 2,453,054 |
| The other loans are secured by way of a debenture. |
| The hire purchase debt is secured against the specific asset purchased. |
| 21. | Provisions for liabilities |
| Group |
| £ |
| Deferred taxation - capital |
| allowances | 100,322 |
| 100,322 |
| Group |
| Deferred |
| tax |
| £ |
| Credit to Income Statement during period | (34,924 | ) |
| Acquired on purchase of |
| subsidiary | 135,246 |
| Balance at 31 December 2025 | 100,322 |
| 22. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| B | 0.001 | p | 79 |
| Allotted and issued: |
| Number: | Class: | Nominal |
| value: | £ |
| A | £1 | 100,000 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 22. | Called up share capital - continued |
| Shares were issued during the period as follows: |
| Cash at par |
| 60,000 A shares of £1 for £ |
| 7,900,000 B shares of 0.001p for £ |
| Cash at premium |
| 39,900 A shares of £1 for £ |
| 23. | Reserves |
| Group |
| Retained | Share | Merger |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| Profit for the period | 510,889 | 510,889 |
| Dividends | (400,000 | ) | (400,000 | ) |
| Cash share issue | - | 334,015 | - | 334,015 |
| Acquisition | - | - | 8,439,921 | 8,439,921 |
| Transfer | 281,331 | - | (281,331 | ) | - |
| At 31 December 2025 | 392,220 | 334,015 | 8,158,590 | 8,884,825 |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period |
| Dividends | ( |
) | ( |
) |
| Cash share issue | - | 334,015 | 334,015 |
| At 31 December 2025 | 718,334 |
| In accordance with section 612 of the Companies Act 2006, the premium on shares issued in relation to acquisitions is recorded as a merger reserve. |
| 24. | Directors' advances, credits and guarantees |
| The following advances and credits to directors subsisted during the period ended 31 December 2025: |
| £ |
| N Todd |
| Balance outstanding at start of period | - |
| Amounts advanced | 744,061 |
| Amounts repaid | - |
| Amounts written off | - |
| Amounts waived | - |
| Balance outstanding at end of period | 744,061 |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 24. | Directors' advances, credits and guarantees - continued |
| A Todd |
| Balance outstanding at start of period | - |
| Amounts advanced | 208,969 |
| Amounts repaid | - |
| Amounts written off | - |
| Amounts waived | - |
| Balance outstanding at end of period | 208,969 |
| S Pearce |
| Balance outstanding at start of period | - |
| Amounts advanced | 198,532 |
| Amounts repaid | - |
| Amounts written off | - |
| Amounts waived | - |
| Balance outstanding at end of period | 198,532 |
| 25. | Related party disclosures |
| Other related parties |
| £ |
| Purchases | 115,010 |
| Amount due from related party | 273,358 |
| Amount due to related party | (2,313,333 | ) |
| During the period, a total of key management personnel compensation of £ 190,493 was paid. |
| 26. | Ultimate controlling party |
| The controlling party is N Todd. |
| FORTIS WINDROSE HOLDINGS LIMITED (REGISTERED NUMBER: 15980252) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 26 SEPTEMBER 2024 TO 31 DECEMBER 2025 |
| 27. | Business combinations |
| Group |
| On 29 August 2025, the group acquired control of Charlie Charlie Windrose Limited (which included the subsidiaries Fortis Vision Limited, Fortis Trident Limited and National FPS Limited) through the purchase of 100% of the share capital for total consideration of £17,375,569 (after an adjustment of £8,439,921 for the fair value of the shares acquired in exchange for shares in the company), including £375,569 of acquisition costs. |
| The goodwill of £6,583,873 arising from the acquisition is attributable to the acquired customer base and economies of scale expected from combining the operations into the group. |
| Consideration at 29 August 2025 |
| Cash | 4,547,500 |
| Equity instruments (60,000 ordinary shares and 7,900,000 preference shares) | 8,500,000 |
| Loan notes | 3,952,500 |
| Directly attributable costs | 375,569 |
| Total consideration | 17,375,569 |
| For cashflow disclosure purposes the amounts are disclosed as follows: |
| Cash consideration | 4,547,500 |
| Directly attributable costs | 375,569 |
| 4,923,069 |
| Less: Cash and cash equivalents acquired | (2,731,986 | ) |
| Net cash outflow | 2,191,083 |
| Recognised amounts of identifiable assets acquired and liabilities assumed: |
| Book values | Adjustments | Fair value |
| Property, plant and equipment | 785,114 | - | 785,114 |
| Work in progress | 7,692,711 | - | 7,692,711 |
| Cash and cash equivalents | 2,731,986 | - | 2,731,986 |
| Trade and other receivables | 12,732,585 | - | 12,732,585 |
| Directors loan accounts | 1,138,878 | - | 1,138,878 |
| Trade and other payables | (13,239,463 | ) | - | (13,239,463 | ) |
| Bank loans | (9,640 | ) | - | (9,640 | ) |
| Corporation tax | (743,894 | ) | - | (743,894 | ) |
| Hire purchase liabilities | (194,947 | ) | - | (194,947 | ) |
| Provisions - deferred tax | (135,246 | ) | - | (135,246 | ) |
| Total identifiable net assets | 10,758,084 | - | 10,758,084 |
| Goodwill | 6,617,485 |
| 17,375,569 |
| No adjustments were deemed necessary and all book values on acquisition were equal to the fair value. |
| The Charlie Charlie Windrose Limited group made a profit of £1,193,848 for the period 1 January 2025 to 28 August 2025 before it was acquired by Fortis Windrose Holdings Limited. For the year ended 31 December 2024 the group made a profit of £2,812,599. |