The directors present the strategic report for the period ended 31 December 2025.

The principal activity of the company during the period was that of a holding company. The company undertakes limited intra-group activities, including the recharge of shared costs to group undertakings.

The results for the period are set out in the Statement of Comprehensive Income on page 6.

During the period, the company completed the acquisition of the issued share capital of the Thos. Winnard & Sons Limited group and the 3G Holdco Limited group by way of a share-for-share exchange. The company continued to act primarily as a holding company throughout the period and no significant changes were made to the nature of its activities following the acquisition.

As a holding company, the company's principal risks relate to the performance and financial position of its subsidiary undertakings within the Thos. Winnard & Sons Limited group and the 3G Holdco Limited group. The directors regularly monitor the performance of these investments and consider the carrying value of investments and related intercompany balances to remain appropriate.

The directors are not aware of any other principal risks or uncertainties facing the company.

The directors do not consider the use of key performance indicators to be necessary for an understanding of the development, performance or position of the company. The company operates primarily as a holding company and its results are largely dependent upon the performance of its subsidiary undertakings.

The directors intend that the company will continue to operate as the holding company of the Thos. Winnard & Sons Limited group and the 3G Holdco Limited group. No significant changes to the nature of the company's activities are currently anticipated.

On behalf of the board

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

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of 3G Winnard Limited (the 'company') for the period ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 December 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

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

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

- Considering the nature of the industry and sector and the business performance.

- Enquiry of management, and those charged with governance.

- Reviewing minutes of meetings of those charged with governance.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

There are inherent limitations in our audit procedures including those noted above, The more removed that laws and regulations are from the 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 inspection of regulatory and legal correspondence, if any.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

3G Winnard Limited is a private company limited by shares incorporated in England and Wales. The registered office is Barbot Hall Industrial Estate, Mangham Road, Rotherham, South Yorkshire, S62 6EF. .

The principal activity of the company is that of a holding company and the management of its investments in subsidiary undertakings.

The company was incorporated on 26 February 2025. The directors elected to shorten the first accounting period to 31 December 2025 in order to align the company's financial year end with those of its subsidiary undertakings and facilitate group reporting

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention.

The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of 3G Winnard Trustees Limited, a company registered in England. These consolidated financial statements are available from its registered office, Barbot Hall Industrial Estate, Mangham Road, Rotherham, South Yorkshire, England, S62 6EF.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Other income comprises dividend income and other amounts receivable from investments in subsidiary undertakings.

Income from investments is recognised when the company's right to receive payment has been established and the amount can be measured reliably.

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

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

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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

The principal estimates applied in the preparation of these financial statements relate to the assessment of the carrying value of the cost of investments and related loans to the company's parent undertaking. However, the directors believe that no adjustment to the carrying value of these balances are required at 31 December 2025.

The Company has borne the costs of the statutory audit of the parent undertaking and the consolidated financial statements of the group. Audit fees attributable to the Company's statutory audit are included within those costs and have not been separately identified.

The average monthly number of persons (including directors) employed by the company during the period was:

Dividend income from subsidiary undertakings comprises a dividend in specie received from Thos. Winnard & Sons Limited, satisfied by the transfer of the company's investment in 3G Holdco Limited.

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

The investment comprises the Company's interests in Thos. Winnard & Sons Limited and 3G Holdco Limited acquired through share-for-share exchange transactions during the period. The investments are carried at cost, being the fair value attributed to the consideration at the acquisition date. The directors have assessed the carrying value of the investments at 31 December 2025 and are satisfied that no impairment provision is required.

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

Amounts owed to group undertakings are interest free and repayable on demand.

Included in other borrowings are non-redeemable preference shares with a nominal value of £1 per ordinary share, totalling £730,000. Non-redeemable preference shares carry a right to a non-cumulative divided of 5.75%. Furthermore, the non-redeemable preference shares are unsecured.

Included within loans and other borrowings are non-redeemable preference shares classified as a financial liability. Further details are provided in Note 11.

Capital contribution reserve

The Company acquired 100% of the issued share capital of Thos Winnard & Sons Limited and 3G Holdco Limited through share-for-share exchange transactions completed on 3 April 2025 and 4 April 2025 respectively.

The capital contribution reserve arose on those acquisitions and represents the fair value of the net assets acquired in excess of the consideration recognised in share capital.

Profit and loss reserve

The profit and loss account represents cumulative profits and losses recognised in the Company's statement of comprehensive income, net of distributions to shareholders.

The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and has therefore not disclosed transactions or balances with wholly owned subsidiary undertakings and other wholly owned members of the group where those transactions are eliminated on consolidation in the publicly available consolidated financial statements of the group.

Sales and purchases between related parties are made at normal market rates. Outstanding balances are unsecured and interest free.

A director of the Company holds 730,000 non-redeemable preference shares of £1 each. The director formally waived their entitlement to dividends on these shares for the year ended 31 December 2025. Accordingly, no dividend was paid or accrued in respect of those shares during the year.

The immediate and ultimate parent undertaking of the company is 3G Winnard Trustees Limited, a company incorporated in England and Wales, acting in its capacity as trustee of the 3G Winnard Employee Ownership Trust.

The Employee Ownership Trust holds the issued ordinary share capital of the company and the company is included within the consolidated financial statements prepared by 3G Winnard Trustees Limited.

Copies of the consolidated financial statements are available from the registered office of 3G Winnard Trustees Limited and are publicly available at Companies House.

The directors consider that there is no individual ultimate controlling party.