REGISTERED NUMBER: 06000144 (England and Wales)

WUNDA GROUP PLC

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

1ST DECEMBER 2023 TO 29TH NOVEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Profit and Loss

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

J Jump

C A Pugh

J I M Pugh

SECRETARY:

J I M Pugh

REGISTERED OFFICE:

Unit 900

Castlegate Business Park

Caldicot

Monmouthshire

NP26 5YR

REGISTERED NUMBER:

06000144 (England and Wales)

AUDITORS:

Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

The directors present their strategic report of the company and the group for the period 1st December 2023 to 29th November 2024.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and written in the context of the risk and uncertainties we face.

The principal activities of the group for the year were:

- installing new machinery to manufacture its Rapid Response under floor heating boards and manifolds.

- research and development marketing to the Retail & DIY market

- progressing Wholesale supply to Merchants,

- continuing to supply heating and plumbing materials to our existing Trade customers.

During this accounting period the turnover dipped from £12.1m in 2023 to £11.6m with the GP% also dipping from 41.35% to 38.99%. Despite this, the actions implemented above are proving successful and are beginning to deliver increased sales, evidenced through turnover post year end.

The financial statements have been prepared on a going concern basis which assumes the group will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered facilities that are in place at the date of signing the report.

PRINCIPAL RISKS AND UNCERTAINTIES

Chinese companies flooding the trade market with plumbing and heating products at highly competitive prices have proved challenging and contributed to the lack of growth in trade business.

The group imports part of its products from abroad and is therefore susceptible to currency exchange and hugely fluctuating shipping costs.

The directors consider the results for the year to be expected in the challenging market conditions but are confident that the quality of product and service it provides is strong enough to withstand competition.

SECTION 172(1) STATEMENT

The directors of Wunda Group Plc recognise their duty under Section 172 of the Companies Act 2006 to promote the long-term success of the Company for the benefit of its shareholders, while considering the interests of our wider stakeholders.

Quality, value and dedicated customer care remain at the heart of every decision the Board makes. During the year, directors carefully evaluated how strategic and operational decisions would support our commitment to providing high-quality products, delivering exceptional value, and ensuring consistent customer service, both before purchase and long after delivery.

The Board also considered the interests of our employees, whose expertise and commitment underpin the Company's reputation. Investment in training, communication and wellbeing supported our focus on service excellence. We continued to build strong, responsible relationships with suppliers to ensure reliability, ethical conduct, and consistency of product quality.

In making decisions, the directors assessed the environmental and community impact of our activities and upheld high standards of integrity, governance, and fairness between shareholders. Through these considerations, the Board ensured that Wunda Group Plc remains a trusted provider dedicated to long-term customer satisfaction and sustainable growth.

ENGAGEMENT WITH EMPLOYEES

The directors believe that it is important to recruit and retain capable and caring staff regardless of their sex, marital status, race or religion. It is the group's policy to give full and fair consideration to applications for employment from people who are disabled either physically or mentally and to arrange appropriate training for employees who become disabled and to provide opportunities for the career development and training and promotion of young people who wish to work.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The debtor base is well spread over many accounts, the majority of which relate to well-established customers. Tight credit control procedures are followed and the directors do not consider there to be significant risk in this area.

It is the group's policy to agree appropriate terms and conditions for its transactions with suppliers by means ranging from standard terms and conditions to individually negotiated contracts. The group enjoys support from its long term suppliers.

KEY PERFORMANCE INDICATORS

2024

2023

Variance

Revenue

11,593,457

12,129,307

(535,850

)

Cost of sales

7,072,723

7,114,021

(41,298

)

Gross profit

4,520,734

5,015,286

(494,552

)

Gross profit %

38.99%

41.35%

(2.36%

)

Administrative expenses

6,211,799

5,402,073

809,726

Other income

1,760

-

1,760

Operating profit/(loss)

(1,689,305

)

(386,787

)

(1,302,518

)

Current ratio

1.08

1.64

Debt/Equity ratio

90.13

2.29

FUTURE EXPECTATIONS

The directors made the decision to source components from within the UK and during 2024 contracted with three major suppliers to provide, aluminium, pipe and blank boards. This has reduced shipping times and cost and gives protection to the profit margin.

It is established that for future growth the premises is easily able to deliver up to 1,000 systems each week on a double shift working week.

Further growth is expected to include the sale of heat pumps as the perfect partner for under floor heating.

The parent company is a member of The Ground Source Heatpump Association.

The group enjoys good cash generation from Retail sales deposits, but has a continuing, fluctuating outstanding balance order book of £1.25m. This situation remains ongoing until customers are able to make the final payment and complete their projects.

ON BEHALF OF THE BOARD:

J I M Pugh - Director

26th November 2025

The directors present their report with the financial statements of the company and the group for the period 1st December 2023 to 29th November 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of Manufacture of underfloor heating

DIVIDENDS

The total distribution of dividends for the period ended 29th November 2024 will be £ 79,152 .

RESEARCH AND DEVELOPMENT

During this period of time we spent finessing our manufacturing process. We finalised the design of our laminating machine, culminating in the delivery of the new machine in May 2024. However, the machine was not ready to use on delivery took more work and innovative design work and modifications to make sure it ran smoothly.

During this time the WundaSmart application was worked upon. The App is proprietary software so any alterations and improvements have to be written from scratch and are not available off the shelf. Research and development was necessary to develop a new subscription option within the WundaSmart application.

On going and future Research and Development

There are multiple projects that are currently being worked upon that fall into this definition of work. This includes the development of a new smart thermostat that could be both wired and wireless, offering customers more flexibility and improving our range. Additionally, software is being written specifically for our use to improve the productivity and efficiency of our work force.

However, the main emphasis is now on scaling our business size. The R&D conducted over the last few years has been intended to put the business on a sure footing and allow us to compete against foreign manufacturing and importers. Now that our main production lines are set up, we intend to use our funds to capitalise on these previous investments and expenditures.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st December 2023 to the date of this report.

J Jump

C A Pugh

J I M Pugh

FINANCIAL INSTRUMENTS

The company's financial instruments comprise of bank balances, trade debtors, trade creditors, hire purchase loans and bank loans.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial statements concerned is shown below:

In respect of bank balances, liquidity is managed by maintaining sufficient cash balances.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the monitoring of amounts outstanding for both time and credit limits. Customers are required to pay a deposit upfront prior to any work commencing.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. This is obtained by utilising long-term credit through hire purchase and bank loans.

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Green & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J I M Pugh - Director

26th November 2025

Disclaimer of opinion

We were engaged to audit the financial statements of Wunda Group PLC (the 'company') and its subsidiaries (the 'group') for the period ended 29 November 2024 which comprise the Consolidated Profit and Loss, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated 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 conformity with the requirements of the Companies Act 2006.

We do not express an opinion on the accompanying financial statements of the group. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

The group's financial statements have been prepared on a going concern basis. However, the group has incurred significant losses before tax during the year of £1,689,305. Since the year end, the management accounts show further losses incurred and net liabilities position. These conditions indicate that the group may not be a going concern, and the use of the going concern basis of accounting may be inappropriate. Management has not provided a credible plan or evidence of future financing to support the going concern assumption and we have been unable to obtain sufficient appropriate evidence to support the management forecast and assumptions that have been provided. If the going concern basis is not appropriate some group assets may reduce in value to their fair value and be restated as current and additional liabilities may crystallise. The effects would be pervasive to the financial statements.

The group's inventory is stated in the statement of financial position at £3,709,633 as at 29 November 2024. We were unable to obtain sufficient appropriate audit evidence regarding the valuation of inventory due to the absence of adequate documentation supporting the cost and net realisable value of certain stock items, including obsolete and slow-moving inventory. Management has not provided an appropriate assessment of inventory obsolescence, and we were unable to perform alternative procedures to verify the valuation.

We do not have the evidence to confirm that the valuation is materially correct. The effects of these matters are pervasive to the financial statements.

We conducted our audit in accordance with International Standards on Auditing (UK) and are independent of the company in accordance with the ethical requirements applicable in the UK. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion on the company financial statements.

Key audit matters

In addition to the matter described in the basis for disclaimer of opinion section, we have determined the matters decribed below to be the key audit matters to be communicated in our report.

We were appointed as auditors of the group after the beginning of the financial year. We were unable to obtain sufficient appropriate audit evidence, from the previous auditor, regarding the opening balances of certain assets and liabilities and we were unable to perform alternative procedures to gain assurance. As a result, we were unable to determine whether adjustments might be necessary to the opening balances, the comparative figures, or the current year's financial performance and cash flows.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 group 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 group financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the group 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 group 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. As described in the basis for disclaimer of opinion section of our report, the group financial statements have not valued inventory correctly due to the absence of documentation to support obsolete and slow-moving inventory. We have concluded that the other information is misstated for the same reason with respect to the amounts of other items in the annual report affected by the valuation of inventory.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit;

- the information given in the Strategic Report and Directors' Report for the financial year for which the group financial statements are prepared is consistent the group financial statements; and

- the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of opinion on the group financial statements, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit performed subject to the pervasive limitations described above, we have not identified material misstatements in the Strategic Report or the Directors' Report.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

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:

- returns adequate for our audit have not been received from branches not visited by us: or

- the group 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

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.

Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the group's financial statements in accordance with International Standards on Auditing (UK) and to issue and auditor's report.

However, because of the matters described in the basis for disclaimer of opinion sections of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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.

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

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk or irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

* Enquiry of management and those charged with governance around actual and potential litigation and claims as actual , suspected and alleged fraud;

* Reviewing minutes of meetings of those charged with governance;

* Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

* Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

* Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates or indicators of potential bias.

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

Use of our report

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

Edwin Gooderham (Senior Statutory Auditor)

for and on behalf of Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

26th November 2025

TURNOVER

3

11,593,457

12,129,307

Cost of sales

7,072,723

7,114,021

GROSS PROFIT

4,520,734

5,015,286

Administrative expenses

5,979,452

5,222,865

OPERATING LOSS

5

(1,458,718

)

(207,579

)

Interest receivable and similar income

1,760

-

(1,456,958

)

(207,579

)

Interest payable and similar expenses

7

232,347

179,208

LOSS BEFORE TAXATION

(1,689,305

)

(386,787

)

Tax on loss

8

(229,848

)

(93,330

)

LOSS FOR THE FINANCIAL PERIOD

(1,459,457

)

(293,457

)

Loss attributable to:

Owners of the parent

(1,459,457

)

(293,457

)

LOSS FOR THE PERIOD

(1,459,457

)

(293,457

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(1,459,457

)

(293,457

)

Note

Prior year adjustment

11

(36,238

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(1,495,695

)

Total comprehensive income attributable to:

Owners of the parent

(1,495,695

)

(293,457

)

FIXED ASSETS

Tangible assets

12

169,009

295,433

334,661

Investments

13

-

-

-

169,009

295,433

334,661

CURRENT ASSETS

Stocks

14

3,709,633

3,629,470

3,652,956

Debtors

15

1,260,042

998,888

718,134

Cash at bank

326,152

340,575

538,981

5,295,827

4,968,933

4,910,071

CREDITORS

Amounts falling due within one year

16

(4,883,830

)

(3,033,199

)

(2,746,164

)

NET CURRENT ASSETS

411,997

1,935,734

2,163,907

TOTAL ASSETS LESS CURRENT LIABILITIES

581,006

2,231,167

2,498,568

CREDITORS

Amounts falling due after more than one year

17

(521,037

)

(632,589

)

(473,836

)

PROVISIONS FOR LIABILITIES

21

-

-

(60,697

)

NET ASSETS

59,969

1,598,578

1,964,035

CAPITAL AND RESERVES

Called up share capital

22

50,000

50,000

50,000

Retained earnings

23

9,969

1,548,578

1,914,035

SHAREHOLDERS' FUNDS

59,969

1,598,578

1,964,035

The financial statements were approved by the Board of Directors and authorised for issue on 26th November 2025 and were signed on its behalf by:

C A Pugh - Director

FIXED ASSETS

Tangible assets

12

169,009

295,433

334,661

Investments

13

204

204

204

169,213

295,637

334,865

CURRENT ASSETS

Stocks

14

3,709,633

3,629,470

3,652,956

Debtors

15

1,054,286

707,456

509,353

Cash at bank

249,434

319,945

531,584

5,013,353

4,656,871

4,693,893

CREDITORS

Amounts falling due within one year

16

(4,610,592

)

(3,354,215

)

(2,560,508

)

NET CURRENT ASSETS

402,761

1,302,656

2,133,385

TOTAL ASSETS LESS CURRENT LIABILITIES

571,974

1,598,293

2,468,250

CREDITORS

Amounts falling due after more than one year

17

(521,037

)

(632,589

)

(473,836

)

PROVISIONS FOR LIABILITIES

21

-

-

(60,697

)

NET ASSETS

50,937

965,704

1,933,717

CAPITAL AND RESERVES

Called up share capital

22

50,000

50,000

50,000

Retained earnings

23

937

915,704

1,883,717

SHAREHOLDERS' FUNDS

50,937

965,704

1,933,717

Company's loss for the financial year

(835,615

)

(896,013

)

The financial statements were approved by the Board of Directors and authorised for issue on 26th November 2025 and were signed on its behalf by:

C A Pugh - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st December 2022

50,000

1,914,035

1,964,035

Changes in equity

Dividends

-

(72,000

)

(72,000

)

Total comprehensive income

-

(257,219

)

(257,219

)

Balance at 30th November 2023

50,000

1,584,816

1,634,816

Prior year adjustment

-

(36,238

)

(36,238

)

As restated

50,000

1,548,578

1,598,578

Changes in equity

Dividends

-

(79,152

)

(79,152

)

Total comprehensive income

-

(1,459,457

)

(1,459,457

)

Balance at 29th November 2024

50,000

9,969

59,969

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st December 2022

50,000

1,883,717

1,933,717

Changes in equity

Dividends

-

(72,000

)

(72,000

)

Total comprehensive income

-

(859,775

)

(859,775

)

Balance at 30th November 2023

50,000

951,942

1,001,942

Prior year adjustment

-

(36,238

)

(36,238

)

As restated

50,000

915,704

965,704

Changes in equity

Dividends

-

(79,152

)

(79,152

)

Total comprehensive income

-

(835,615

)

(835,615

)

Balance at 29th November 2024

50,000

937

50,937

Cash flows from operating activities

Cash generated from operations

1

242,686

(722,853

)

Interest paid

(213,847

)

(169,610

)

Interest element of hire purchase payments paid

(8,814

)

(3,451

)

Finance costs paid

(8,115

)

-

Tax paid

-

(52,600

)

Net cash from operating activities

11,910

(948,514

)

Cash flows from investing activities

Purchase of tangible fixed assets

(6,000

)

(62,900

)

Sale of tangible fixed assets

59,898

-

Interest received

1,760

-

Net cash from investing activities

55,658

(62,900

)

Cash flows from financing activities

New loans in year

934,477

1,172,458

Loan repayments in year

(903,322

)

(204,650

)

Capital repayments in year

(22,562

)

(39,946

)

Amount introduced by directors

4,000

-

Amount withdrawn by directors

(15,432

)

(42,854

)

Equity dividends paid

(79,152

)

(72,000

)

Net cash from financing activities

(81,991

)

813,008

Decrease in cash and cash equivalents

(14,423

)

(198,406

)

Cash and cash equivalents at beginning of period

2

340,575

538,981

Cash and cash equivalents at end of period

2

326,152

340,575