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Registered number: 02937462







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


DANTHERM GROUP LIMITED







































 


DANTHERM GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
Alan James 
Donald John Kempster 




Registered number
02937462



Registered office
Unit 12, Galliford Road Industrial Estate

Heybridge

Maldon

Essex

CM9 4XD




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

95 Gresham Street

London

EC2V 7AB





 


DANTHERM GROUP LIMITED
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 28


 


DANTHERM GROUP LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2025.

Business review
 
The Company continues to explore new markets and opportunities to increase the product offering with an increased number of lines coming from group companies in Europe. Sales are made predominantly to both the UK and Ireland to a lesser degree, overseas markets. The UK based distribution centre is fully bedded in and is now operating efficiently as a distribution hub for the geographic centric markets.

Principal risks and uncertainties
 
The board regularly reviews the customer base, in relation to its position in the market and the physical location of the client. With the increase in product lines, it is paramount that the sales team regularly review their increased customer portfolio to ensure that the company is trading as risk-free as possible. The Company undertakes credit insurance on those customers where insurance can be obtained, but more regular contact is made to those clients where a risk may be identified. For the customers with higher associated risk, we often trade on a non-credit account basis to mitigate further risk.

As such this higher risk may be identified and the business will look to ensure that clients pay in advance or provide deposits for product ordered to reduce this level of risk.

With the majority of sales being sterling denominated, the business faces a minimal risk from fluctuations in the sterling to Euro rate. The risk of buying components in non-domestic currency is still there, albeit at a lessor level as the component suppliers are now supplying the Group company manufacturing – and thus we buy intercompany.

Sales prices are set with customers each year based on the current intercompany price.

The company’s policy in respect of interest rate risk and liquidity risk is to maintain sufficient reserves to ensure the company has funds for operations. Cash deposits are held in current accounts. The company also has the benefit of liquidity from the larger group should it so be required and has indeed paid down a large proportion of the Group debt this year.

Page 1

 


DANTHERM GROUP LIMITED
 



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

Financial key performance indicators
 
The results of the Company for the year, as set out on page 10, show a gross profit of £3.90 million (2024: £4.00 million).

The performance of the Company during the year has increased by 10.4% in terms of turnover but has decreased in terms of gross profit by 2.4% from last year from £4.00 million to £3.90 million.

Given the exceptional administrative expenses of £235k (2024: £31k, see note 5) the Company made a net loss during the year of £297k (2024: profit of £96k). At the reporting date the Company’s net assets were £411.8k (2024: £709.6k).

The board feels this is acceptable for this year given the creation of the manufacturing channels overseas and the market pressure on some of the more established products via competition.

The UK business has increased in the year by £946k (9.1%), coupled with the relocation of most of the European business £367k (158.8%) and overseas Rest of World business has decreased by £184k (85.0%) being transferred to Denmark in prior years. This has resulted in a more focused approach around product offering in the UK market and a strategic repositioning in Europe with the conscious decision to move away from the less profitable markets in the Middle East and Asia.

Since 2022 onward, the company is earning royalties from the products it has developed and that are sold by other companies of the group. In 2025 the company gained £196k of royalties. 

The administrative expenses of the company have increased by £120k due to inflationary wage pressures but the cost base has reduced given the right-sizing of the operation in the UK over the previous two years.

Exceptional items incurred in the year are explained further in note 5.

The board feels the results for the current year are acceptable given the pressures in the marketplace and the changes to the organisation in the previous two years. These changes have positioned the company to allow a more focused customer outlook and experience when transacting with the company.

Business Environment

Some sectors in the UK market are under pressure from cheap imports with customers buying purely on price. However, the Company differentiates its product offering by extending warranty terms and providing an after-sales service team to ensure continuity of use. This is coupled with smaller competitors offering sales prices at very low margins as they do not carry the overhead that we do. However, due to the quality of the Dantherm and Calorex brands, and the wider group brands of Master, Trotec and Aerial the Company still competes well in the marketplace. We continually review the market for competitor’s products to stay abreast of changes both in terms of aesthetics and technology, and to ensure that all trademarks are being adhered too and we bring to market innovative solutions to differentiate ourselves from the cheaper brands.

Strategy

The company’s success is dependent on updating its products, ensuring the internal specifications of all machines are kept in line with market changes, and being able to react quickly to customers’ needs by holding the correct seasonal stock in the warehouse to support the customers' requirements. Allied to this is a national service network that offers repairs and replacements backed up with a UK based service admin team to process the call-outs and maintain customer contact throughout the process.

The larger group business will continue to promote its products jointly to improve market share and brand recognition. To this end there has been significant investment in the UK entity to grow other Group brands into non-Pool and Commercial sectors in the domestic market. The business has several employees who work in Research and Development to ensure that all aspects of the product are monitored globally.

Page 2

 


DANTHERM GROUP LIMITED
 



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


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



Donald John Kempster
Director

Date: 30 October 2026

Page 3

 


DANTHERM GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

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

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

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

Results and dividends

The loss for the year, after taxation, amounted to £297,723 (2024 -profit £96,361).

No dividend is recommended.

Directors

The directors who served during the year were:

Alan James 
Jakob Bonde Jessen (resigned 31 March 2025)
Donald John Kempster 

Page 4

 


DANTHERM GROUP LIMITED
 


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

Future developments

The UK business is pivotal to the group’s strategy for key growth plans in strategic geographical markets. The group determines that the UK market is not fully tapped in terms of potential market penetration and so are active in correcting that situation.

The directors and group technical teams continue to strive for technological advancements in the machines that are offered onto the domestic market and are constantly looking to enhance the product offering with alternatives that meet the needs of the customers whilst exploring opportunities for entering new markets with new solutions.

The directors are focused on the customer experience from initial point of contact through to commissioning and ongoing servicing and the directors are striving to be world leading and best in class. The UK continues to lead the way in this regard across the Dantherm Group.

The directors continue to run the UK business within a very rigorous budget framework that has been approved by the main Executive board. All elements of both revenue and cost are under constant scrutiny with a view to maximise the return for the group in terms of EBITDA and also net working capital focus to turn net working capital into cash to allow for the continued paydown of group debt.

Matters covered in the Strategic Report

The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (strategic report and Directors' Report) Regulations 2013 to set out within the Company’s Strategic  Report , the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (accounts and Reports) Regulation 2008. This includes financial risk management policies and objectives which have been included in the principal risks and uncertainties section.

Disclosure of information to auditor

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

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

Auditor

The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 487 of the Companies Act 2006.

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





Donald John Kempster
Director

Date: 30 October 2026

Page 5

 


DANTHERM GROUP LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DANTHERM GROUP LIMITED

Opinion


We have audited the financial statements of Dantherm Group Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


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


Basis for opinion


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


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Page 6

 


DANTHERM GROUP LIMITED


img6531.png
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DANTHERM GROUP LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


Page 7

 


DANTHERM GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DANTHERM GROUP LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

∙Companies Act 2006;
∙Financial Reporting Standard 102; and
∙UK tax legislation

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

 
∙Posting of unusual journals and complex transactions
∙The use of management override of controls to manipulate results;or
∙Manipulation of accounting estimates
 
As a result of the above procedures, the engagement team performed audit procedures including:
 
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and
∙Challenging assumptions and judgements made by management in the application of accounting estimates



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


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


Page 8

 


DANTHERM GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DANTHERM GROUP LIMITED (CONTINUED)

Use of our report
 

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





Robin Hopkins FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
95 Gresham Street
London
EC2V 7AB

30 October 2026
Page 9

 


DANTHERM GROUP LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
12,024,708
10,895,402

Cost of sales
  
(8,121,572)
(6,895,263)

Gross profit
  
3,903,136
4,000,139

Administrative expenses
  
(3,840,130)
(3,730,360)

Exceptional administrative expenses
  
(235,114)
(31,266)

Operating (loss)/profit
 6 
(172,108)
238,513

Interest receivable and similar income
  
18,382
23,947

Interest payable and similar expenses
 10 
(164,330)
(179,977)

(Loss)/profit before tax
  
(318,056)
82,483

Tax on (loss)/profit
 11 
20,333
13,878

(Loss)/profit for the financial year
  
(297,723)
96,361

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 28 form part of these financial statements.

Page 10

 


DANTHERM GROUP LIMITED
REGISTERED NUMBER:02937462



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible fixed assets
  
17,283
27,363

Tangible fixed assets
  
526,749
704,452

  
544,032
731,815

Current assets
  

Stocks
 14 
1,973,786
2,101,112

Debtors: amounts falling due within one year
 15 
2,414,619
1,905,995

Bank and cash balances
  
449,736
663,906

  
4,838,141
4,671,013

Creditors: amounts falling due within one year
 16 
(4,833,138)
(4,556,070)

Net current assets
  
 
 
5,003
 
 
114,943

Total assets less current liabilities
  
549,035
846,758

Provisions for liabilities
  

Provisions
 18 
(137,158)
(137,158)

  
 
 
(137,158)
 
 
(137,158)

Net assets
  
411,877
709,600


Capital and reserves
  

Called up share capital 
 19 
2,181,818
2,181,818

Share premium account
 20 
810,182
810,182

Capital redemption reserve
 20 
8,000
8,000

Profit and loss account
 20 
(2,588,123)
(2,290,400)

  
411,877
709,600


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




Donald John Kempster
Director

Date: 30 October 2026

The notes on pages 13 to 28 form part of these financial statements.

Page 11

 


DANTHERM GROUP LIMITED
 



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


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2024
2,181,818
810,182
8,000
(2,386,761)
613,239


Comprehensive income for the year

Profit for the year
-
-
-
96,361
96,361
Total comprehensive income for the year
-
-
-
96,361
96,361



At 1 January 2025
2,181,818
810,182
8,000
(2,290,400)
709,600


Comprehensive income for the year

Loss for the year
-
-
-
(297,723)
(297,723)
Total comprehensive income for the year
-
-
-
(297,723)
(297,723)


At 31 December 2025
2,181,818
810,182
8,000
(2,588,123)
411,877


The notes on pages 13 to 28 form part of these financial statements.

Page 12

 


DANTHERM GROUP LIMITED
 


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

1.


General information

Dantherm Group Limited is a private company limited by shares domiciled and incorporated in England and Wales. Its registered office is Unit 12 Galliford Road Industrial Estate, Heybridge, Maldon, Essex, England, CM9 4XD.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Polar Fox Holding I ApS, CVR no 42 60 83 35 as at 31 December 2025 and these financial statements may be obtained from Marienlystvej 65, DK-7800 Skive, Denmark.

Page 13

 


DANTHERM GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.3

Going concern

The transition into a world class distribution facility in the UK is now complete, and the directors have continued to be focused on the creation of a multi-brand sales outlet based in Maldon. Allied to the sale of the products, is the offering of training and technical support to the extensive range of Group products to allow installers to adopt the “right first time” approach to minimise warranty call outs for new installations.

The Group, with its diversified product portfolio are in a significant position to capture significant market share in previously untapped markets and segments. 

Following some further restructuring, the company has successfully positioned itself for significant growth in the coming years and has “right-sized” its cost base in the UK. This has resulted in a small loss for the year.

Domestic sales for the year are at £11.4m which is 9% up on 2024. Sales within Europe are also higher than 2024 by £368k with the majority being spare part sales to sister companies to support either their build of new machines or the repair of existing installations. Sales to the rest of the world were down £184k which reflects the Group’s strategy of parochial sales by geography.

Cost of sales is higher than 2024 by £1.2m being a reflection of the product mix sold throughout the year with a higher proportion of sister company items sold at a distribution margin – with the manufacturing margin staying in the producer entity.

Admin expenses are £313k higher than last year that included exceptional, one-off, restructuring costs which were £204k higher than last year.

Despite being loss making for the accounting period, the parent company in Denmark continue to support the entity and have plans to grow the territory both organically and through targeted acquisitions in the coming years. The UK and Eire market is still strategic to the Groups growth plans.

Group continue to look for nett working capital optimisation and are looking at centralised warehouse locations that best satisfy the needs to the customers, and Group have identified that the UK facility fully meets those objectives. 

The biggest challenge facing the company is determining what to stock and in what quantity given the change in global climatic conditions that we are currently experiencing. In order to meet the demands of the customer, we need the correct product in stock with the correct quantity to match each of the four climatic conditions that trigger a spend decision from the customer

The directors continue to be cost focused, to improve margins and to excel in their service offering. Consequently, the Directors are of the opinion that it is appropriate to adopt the going concern basis in the preparing the financial statements.

Page 14

 


DANTHERM GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses are presented in the Statement of Comprehensive Income within ''administration expenses'.

 
2.5

Revenue

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

Sale of goods

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

 
2.6

Operating leases: the Company as lessee

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

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

Page 15

 


DANTHERM GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

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

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

 
2.8

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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


 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 16

 


DANTHERM GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.10

Intangible assets

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

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

 The estimated useful lives range as follows:

Development expenditure
-
3-10 years
Computer software
-
3-10 years

Page 17

 


DANTHERM GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
3-10 years
Plant and machinery
-
3-10 years
Fixtures and fittings
-
3-10 years

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

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

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

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

 
2.14

Cash and cash equivalents

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

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 


DANTHERM GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

Basic financial assets

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

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

  
2.18

Employee termination benefits

A termination benefit is charged to the profit and loss immediately on recognition. A liability is recognised when an entity is demonstrably committed to terminate the employment of employees before normal retirement date.
The liability is recognised as the best estimate of the cost at the reporting date.

Page 19

 


DANTHERM GROUP LIMITED
 


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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements management has made judgements, estimates and assumptions that affect application of the Company's accounting policies and the reported amounts of assets, liabilities income and expenses. Such estimates and judgements are based on historical experience and other factors, including expectation of future events that are believed to be reasonable. Actual outcomes may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Stock provision:
Provision is made for obsolete, slow moving or defective items where appropriate given the nature of the item held. Management estimates for each type of stocks their ability to be sold, used or transferred at more than their book value in the foreseeable future, and recognises a provision where they judge it unlikely. The Company currently carries a provision of £Nil (2024: £Nil).

Warranty provision:
In relation to ongoing warranty cost there is a provision of £125k (2024: £125k) in the accounts to cover future estimated liabilities. The estimate of the warranty provision at the reporting date is based on an analysis of the past costs.

Dilapidation provision:
In relation to dilapidation cost there is a provision of £12.2k (2024: £12.2k) in the accounts to cover future estimated liability. The estimate is based on an estimated cost of painting internal walls of the offices.


4.


Turnover

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
11,393,835
10,447,803

Rest of Europe
598,508
231,237

Rest of the world
32,365
216,362

12,024,708
10,895,402


Page 20

 


DANTHERM GROUP LIMITED
 


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

5.


Exceptional items

2025
2024
£
£


Restructuring costs
227,614
31,266

Bad debts
-
-

Legal costs
7,500
-

235,114
31,266

During the year, Dantherm Group Ltd completed a further structural change to its local operational management as part of its drive towards a streamlined warehouse and distribution facility.

In order to facilitate this, the company had to incur a number of redundancies during the year to improve efficiencies and to strengthen the teams remaining. This amounted to £235k (2024: £31k). 
 


6.


Operating (loss)/profit

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

2025
2024
£
£

Research & development charged as an expense
1,361
880

Depreciation of tangible fixed assets
205,081
266,931

Amortisation of intangible assets, including goodwill
10,080
27,846

Exchange differences
71,315
9,562

Defined contribution pension cost
159,980
163,208


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2025
2024
£
£


Auditors remuneration
34,700
33,000

Page 21

 


DANTHERM GROUP LIMITED
 


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

8.


Employees

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


2025
2024
£
£

Wages and salaries
1,994,719
1,879,307

Social security costs
247,422
210,616

Cost of defined contribution scheme
159,980
163,208

2,402,121
2,253,131


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


        2025
        2024
            No.
            No.







Management
2
3



Selling, distribution, administration and manufacturing
33
37

35
40


9.


Directors' remuneration

2025
2024
£
£

Directors salaries
238,387
243,645

Company contributions to defined contribution pension schemes
22,977
26,834

261,364
270,479


During the year retirement benefits were accruing to 2 directors (2024 -2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £138,387 (2024 -£118,726).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,977 (2024 -£14,858).


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
18,126
12,030

Loans from group undertakings
146,204
167,947

164,330
179,977

Page 22

 


DANTHERM GROUP LIMITED
 


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

11.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(73,389)
(71,290)

Losses
-
57,412

Prior year adjustment
53,056
-

Total deferred tax
(20,333)
(13,878)


Tax on (loss)/profit
(20,333)
(13,878)

Factors affecting tax charge for the year

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

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(318,056)
82,483


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
(79,514)
20,621

Effects of:


Expenses not deductible for tax purposes
6,125
224

Capital allowances for year in excess of depreciation
-
36,567

Utilisation of tax losses
-
(57,412)

Adjustments to tax charge in respect of prior periods
53,056
-

Short-term timing difference leading to an increase (decrease) in taxation
-
(2,107)

Fixed asset timing differences leading to an increase (decrease) in taxation
-
(69,183)

Deferred tax asset recognised in respect of losses
-
57,412

Total tax charge for the year
(20,333)
(13,878)


Factors that may affect future tax charges

There are no factors.

Page 23

 


DANTHERM GROUP LIMITED
 


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

12.


Intangible assets




Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 January 2025
554,173
44,425
983,877
1,582,475



At 31 December 2025

554,173
44,425
983,877
1,582,475



Amortisation


At 1 January 2025
526,810
44,425
983,877
1,555,112


Charge for the year on owned assets
10,080
-
-
10,080



At 31 December 2025

536,890
44,425
983,877
1,565,192



Net book value



At 31 December 2025
17,283
-
-
17,283



At 31 December 2024
27,363
-
-
27,363


Page 24

 


DANTHERM GROUP LIMITED
 


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

13.


Tangible fixed assets


Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

£
£
£
£



Cost


At 1 January 2025
1,072,006
487,730
391,875
1,951,611


Additions
-
24,981
4,087
29,068


Disposals
-
(15,208)
-
(15,208)



At 31 December 2025

1,072,006
497,503
395,962
1,965,471



Depreciation


At 1 January 2025
616,517
239,314
391,328
1,247,159


Charge for the year on owned assets
141,698
65,509
(2,126)
205,081


Disposals
-
(13,518)
-
(13,518)



At 31 December 2025

758,215
291,305
389,202
1,438,722



Net book value



At 31 December 2025
313,791
206,198
6,760
526,749



At 31 December 2024
455,489
248,416
547
704,452


14.


Stocks

2025
2024
£
£

Raw materials and consumables
591,991
599,676

Work in progress (goods to be sold)
6,165
8,841

Finished goods and goods for resale
1,375,630
1,492,595

1,973,786
2,101,112


The carrying value of stocks are stated net of impairment provisions totalling £Nil (2024: £Nil). Impairment losses totalling £Nil (2024: £Nil) were recognised in the profit and loss.

Page 25

 


DANTHERM GROUP LIMITED
 


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

15.


Debtors

2025
2024
£
£


Trade debtors
1,722,439
955,747

Other debtors
58,782
304,660

Prepayments and accrued income
129,286
214,865

Deferred taxation
504,112
430,723

2,414,619
1,905,995


Of the deferred tax balance, £504,112 is expected to be recovered after more than one year.


16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
693,691
330,091

Amounts owed to group undertakings
3,369,622
3,374,068

Other taxation and social security
493,946
523,557

Other creditors
29,114
181,124

Accruals and deferred income
246,765
147,230

4,833,138
4,556,070


Page 26

 


DANTHERM GROUP LIMITED
 


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

17.


Deferred taxation




2025
2024


£

£






At beginning of year
430,723
416,845


Charged to profit or loss
73,389
13,878



At end of year
504,112
430,723

The deferred tax asset is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(115,100)
(162,076)

Tax losses carried forward
615,809
589,033

Temporary trading differences
3,403
3,766

504,112
430,723


18.


Provisions




Dilapidations
Warranty costs
Total

£
£
£





At 1 January 2025
12,158
125,000
137,158



At 31 December 2025
12,158
125,000
137,158


19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



2,181,818 (2024 -2,181,818) Ordinary shares of £1.00 each
2,181,818
2,181,818

The company has one class of ordinary shares which carry full voting and dividend rights and do not confer any rights of redemption on the holder.


Page 27

 


DANTHERM GROUP LIMITED
 


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

20.


Reserves

Share premium account

The share premium account represents consideration received for shares issued above their nominal value, net of transaction costs.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares repurchased by the company.

Profit and loss account

The profit and loss reserve represents cumulative profit and loss net of distributions to owners.


21.


Pension commitments

Company pension contributions totalling £Nil (2024: £Nil ) were payable to policies at the year-end and are included in creditors. 


22.


Commitments under operating leases

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

2025
2024
£
£


Not later than 1 year
242,872
225,320

Later than 1 year and not later than 5 years
309,235
473,391

552,107
698,711


23.


Controlling party

The company's immediate parent undertaking is Dantherm Group A/S, a company incorporated in Denmark. The company's ultimate parent undertaking is Polar Fox Holding I ApS. The company is ultimately controlled by the shareholders of  Polar Fox Holding I ApS. There is no single controlling party.

The smallest group in which the results of the company are consolidated is that headed by Dantherm Holding A/S. A copy of the financial statements can be obtained from Marienlystvej 65, DK-7800 Skive, Denmark.

The largest group in which the results of the company are consolidated is that headed by Polar Fox Holding I ApS. A copy of the financial statements can be obtained from Marienlystvej 65, DK-7800 Skive, Denmark.
 
Page 28