REGISTERED NUMBER: 02326887 (England and Wales)

National Refrigerants Ltd and

Subsidiaries

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

C D Carosella

J H Reilly III

P J Mottram

REGISTERED OFFICE:

2nd Floor

28 Rodney Street

Liverpool

L1 2TQ

REGISTERED NUMBER:

02326887 (England and Wales)

AUDITORS:

Z L Y & Co Limited

Chartered Certified Accountants

Statutory Auditors

2nd Floor

28 Rodney Street

Liverpool

L1 2TQ

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Despite the many challenges thrown at us during the year by quota and pricing issues we increased our turnover by 9% on 2023. Sales continued to be strong in all areas, and we were again ahead of budget in light of the extremely competitive nature of the market and we were satisfied with the 25% gross margin that we achieved this year.

The company`s profit for the year before taxation was £5,572,525 compared to £ 9,024,700 in 2023.

Key Performance Indicators

We use KPI's, such as gross and net profit margins to review the company and the group's performance during the year.The KPI's were in line with our expectations.

PRINCIPAL RISKS AND UNCERTAINTIES

The key business risks and uncertainties affecting the company and the group are considered to relate to competition from both national and international producers, environmental legislation, currency exchange rates, product availability and employee retention.

Management are closely monitoring the situations in Ukraine and Israel, even though the direct risk to the company operations and sourcing is low.

FUTURE DEVELOPMENT

We are continuing to expand our UK customer base, in areas not currently serviced.

We aim to attract good quality people and reduce staff turnover by offering opportunities for employees to develop appropriate skills through in-house training and external courses.

ON BEHALF OF THE BOARD:

P J Mottram - Director

30 May 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

Supplying refrigerant gases, together with importing and re-packaging of other refrigerant products.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 8,600,000 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C D Carosella

J H Reilly III

P J Mottram

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

P J Mottram - Director

30 May 2025

Opinion

We have audited the financial statements of National Refrigerants Ltd and Subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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

We identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

To identify and assess risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included the following:

- reviewing the nature of the industry and sector, the control environment and the business performance

- the company's own assessment of the risks that irregularities may occur either as a result of fraud or error.

- enquiries of management and other key persons and inspection of the company's documentation of their policies and procedures relating to whether they were aware of any non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls in place to mitigate risk of fraud or non-compliance with laws and regulations;

- reading minutes of meetings

- obtained an understanding of the legal and regulatory framework that the company operates in. The laws and regulations we considered included the UK Companies Act, tax legislation, F gas legislation, data protection, employment, environmental and health and safety regulations.

Our procedures to respond to risks identified included:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with laws and regulations;

- enquiring with management concerning any actual or potential litigation and claims;

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

- reviewing correspondence with HMRC;

- performing procedures to address the risk of management override of controls. Testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with law and regulations throughout the audit.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.

Zoe Yap Lee Chin ACCA (Senior Statutory Auditor)

for and on behalf of Z L Y & Co Limited

Chartered Certified Accountants

Statutory Auditors

2nd Floor

28 Rodney Street

Liverpool

L1 2TQ

30 May 2025

TURNOVER

3

37,246,277

34,079,079

Cost of sales

27,746,856

23,265,946

GROSS PROFIT

9,499,421

10,813,133

Administrative expenses

3,005,324

3,124,543

6,494,097

7,688,590

Other operating income

21,292

1,184

OPERATING PROFIT

5

6,515,389

7,689,774

Interest receivable and similar income

18,780

17,806

6,534,169

7,707,580

Gain/loss on revaluation of investments

(509,123

)

(3,047,825

)

6,025,046

4,659,755

Interest payable and similar expenses

6

452,521

(4,364,945

)

PROFIT BEFORE TAXATION

5,572,525

9,024,700

Tax on profit

7

1,401,467

4,535,429

PROFIT FOR THE FINANCIAL YEAR

4,171,058

4,489,271

FIXED ASSETS

Tangible assets

10

6,732,492

6,504,502

Investments

11

33,271,491

42,444,035

40,003,983

48,948,537

CURRENT ASSETS

Stocks

12

31,829,751

33,626,105

Debtors

13

4,464,219

4,821,691

Cash at bank and in hand

14,344,690

8,254,579

50,638,660

46,702,375

CREDITORS

Amounts falling due within one year

14

7,457,022

8,087,225

NET CURRENT ASSETS

43,181,638

38,615,150

TOTAL ASSETS LESS CURRENT LIABILITIES

83,185,621

87,563,687

PROVISIONS FOR LIABILITIES

16

1,296,071

1,228,213

NET ASSETS

81,889,550

86,335,474

CAPITAL AND RESERVES

Called up share capital

17

3,596,228

3,596,228

Other reserves

83,416

100,398

Retained earnings

78,209,906

82,638,848

SHAREHOLDERS' FUNDS

81,889,550

86,335,474

The financial statements were approved by the Board of Directors and authorised for issue on 30 May 2025 and were signed on its behalf by:

P J Mottram - Director

FIXED ASSETS

Tangible assets

10

5,410,727

4,999,174

Investments

11

33,271,581

42,444,125

38,682,308

47,443,299

CURRENT ASSETS

Stocks

12

24,376,808

25,084,624

Debtors

13

9,093,356

10,672,357

Cash at bank and in hand

12,693,005

8,110,744

46,163,169

43,867,725

CREDITORS

Amounts falling due within one year

14

6,404,225

7,114,321

NET CURRENT ASSETS

39,758,944

36,753,404

TOTAL ASSETS LESS CURRENT LIABILITIES

78,441,252

84,196,703

PROVISIONS FOR LIABILITIES

16

1,241,521

1,182,795

NET ASSETS

77,199,731

83,013,908

CAPITAL AND RESERVES

Called up share capital

17

3,596,228

3,596,228

Retained earnings

73,603,503

79,417,680

SHAREHOLDERS' FUNDS

77,199,731

83,013,908

Company's profit for the financial year

2,785,823

3,539,127

The financial statements were approved by the Board of Directors and authorised for issue on 30 May 2025 and were signed on its behalf by:

P J Mottram - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

3,596,228

78,149,577

80,570

81,826,375

Changes in equity

Total comprehensive income

-

4,489,271

19,828

4,509,099

Balance at 31 December 2023

3,596,228

82,638,848

100,398

86,335,474

Changes in equity

Dividends

-

(8,600,000

)

-

(8,600,000

)

Total comprehensive income

-

4,171,058

(16,982

)

4,154,076

Balance at 31 December 2024

3,596,228

78,209,906

83,416

81,889,550

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

3,596,228

75,878,553

79,474,781

Changes in equity

Total comprehensive income

-

3,539,127

3,539,127

Balance at 31 December 2023

3,596,228

79,417,680

83,013,908

Changes in equity

Dividends

-

(8,600,000

)

(8,600,000

)

Total comprehensive income

-

2,785,823

2,785,823

Balance at 31 December 2024

3,596,228

73,603,503

77,199,731

Cash flows from operating activities

Cash generated from operations

1

9,401,887

(3,020,406

)

Tax paid

(3,511,707

)

(1,939,626

)

Net cash from operating activities

5,890,180

(4,960,032

)

Cash flows from investing activities

Purchase of tangible fixed assets

(2,192,038

)

(1,897,478

)

Sale of tangible fixed assets

1,373,139

1,542,492

Sale of fixed asset investments

9,528,723

5,092,323

Interest received

18,780

17,806

Net cash from investing activities

8,728,604

4,755,143

Cash flows from financing activities

Related undertakings

88,309

9,102

Equity dividends paid

(8,600,000

)

-

Net cash from financing activities

(8,511,691

)

9,102

Increase/(decrease) in cash and cash equivalents

6,107,093

(195,787

)

Cash and cash equivalents at beginning of year

2

8,254,579

8,430,538

Effect of foreign exchange rate changes

(16,982

)

19,828

Cash and cash equivalents at end of year

2

14,344,690

8,254,579

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

2024

2023

£

£

Profit before taxation

5,572,525

9,024,700

Depreciation charges

667,125

540,976

Profit on disposal of fixed assets

(76,216

)

(143,851

)

Currency exchange gains/(losses)

(452,521

)

(106,754

)

Loss/Gain on revaluation of investments

509,123

3,047,825

Profit on disposal of investment

(865,302

)

(47,762

)

Finance costs

452,521

(4,364,945

)

Finance income

(18,780

)

(17,806

)

5,788,475

7,932,383

Decrease/(increase) in stocks

1,796,354

(10,916,679

)

Decrease/(increase) in trade and other debtors

735,967

(673,319

)

Increase in trade and other creditors

1,081,091

637,209

Cash generated from operations

9,401,887

(3,020,406

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

14,344,690

8,254,579

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

8,254,579

8,430,538

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

8,254,579

6,090,111

14,344,690

8,254,579

6,090,111

14,344,690

Total

8,254,579

6,090,111

14,344,690

1.	STATUTORY INFORMATION

National Refrigerants Ltd and Subsidiaries is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying value 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 revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on the financial statements.

Accruals

As part of the month end process, management are required to estimate requirements for accruals. These estimates are arrived at based on their knowledge of the business coupled with post year end information identifying expenses incurred relating to the previous financial period.

Stock

In arriving at the valuation of stock it may be necessary for management to make an assessment of the carrying value of stock items and, where applicable, make a provision to amend this value to a more accurate level. These provisions are arrived at using management's knowledge and understanding of the business and the industry in which it operates and focuses on potentially obsolete or old items for which the full value may no longer be recoverable.

Turnover

Turnover is the amount derived from the provision of goods and services, recognised at the point of despatch when the right to consideration has been earned, falling within the company's ordinary activities after deduction of trade discounts and value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Improvements to property

-

2% on cost

Rental cylinders

-

10% on cost

Plant and equipment

-

15% on cost

Fixtures and fittings

-

20% on cost

Motor vehicles

-

25% on cost

Office equipment

-

25% on cost

Tangible fixed assets are initially recorded at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

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 statement of financial position 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.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments

Investments in shares are included at fair value.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

25,121,430

24,045,788

Europe

12,124,847

10,033,291

37,246,277

34,079,079

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,909,078

2,435,213

Social security costs

287,666

232,795

Other pension costs

64,945

57,063

3,261,689

2,725,071

The average number of employees during the year was as follows:

2024

2023

Production

50

42

Administration

13

11

Directors

3

3

66

56

2024

2023

£

£

Directors' remuneration

398,880

339,330

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

398,880

339,330

5.	OPERATING PROFIT

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

2024

2023

£

£

Hire of gas tanks

662,682

664,456

Other operating leases

117,284

122,225

Depreciation - owned assets

667,125

540,976

Profit on disposal of fixed assets

(941,518

)

(191,614

)

Auditors' remuneration

23,813

21,478

Auditors' remuneration for non audit work

7,465

6,353