REGISTERED NUMBER: 07293465 (England and Wales)

ROTOTHERM GROUP LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

11

Other Comprehensive Income

12

Balance Sheet

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

Mrs R Carbonnaux Conger

T J Conger

O E Conger

H Conger

C J Rea

REGISTERED OFFICE:

British Rototherm

Kenfig Industrial Estate

Margam

Port Talbot

SA13 2PW

REGISTERED NUMBER:

07293465 (England and Wales)

AUDITORS:

Bevan Buckland LLP

Chartered Accountants

And Statutory Auditors

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Rototherm Group Limited was incorporated to take the majority investment stakes in businesses and assets. The primary activities of Rototherm Group Limited is to act as an investment holding company with a focus on holding UK based business assets within Industrial and Technology sectors, as well as other Niche manufacturing business segments. Additional investments outside of this remit may also be undertaken.

Within Rototherm Group income for the year has increased and this is expected to continue to grow in the future.

Rototherm Group Limited will continue actively seek Investment acquisition opportunities optimistic on future development outlook.

Rototherm Group

Rototherm Group pioneer transformative technologies to provide the most accurate and reliable pressure, temperature and ultrasonic measurement solutions to the world. Our measurement solutions enable our customers to improve their processes, in a way which supports sustainable business practices and lessens our collective impact on the planet.

Our strategy is built around 5 key pillars:

1

High technology business within non-invasive ultrasonic flow and level

2

Leading design/manufacturer for process instrumentation within temperature and pressure

3

World class operation delivering total quality (delivered through a continuous improvement culture)

4

High level of AI and robotics

5

Sustainable thinking

The company is heavily investing in Automation and AI within our operation to further drive our operational excellence forwards and we foresee these driving further productivity gains and strengthening our competitive advantages.

Other Assets

Rototherm Group Limited will continue to actively seek investment and acquisition opportunities and is optimistic on the future development outlook.

Key Performance Indicators

The company's key performance indicators (KPI's) are summarised below:

KPI's

Year Ended 31 December 2024 (£)

Year Ended 31 December 2023 (£)

Operating profit

415,585

48,031

Net Current Liabilities

(995,160)

(978,468)

Total Assets less Current Liabilities

6,601,457

6,618,149

PRINCIPAL RISKS AND UNCERTAINTIES

The nature of the business environment in which the group operates is inherently risky. Whilst it is not possible to eliminate all such risks and uncertainties, the group has a risk management and internal control system in place to manage them.

The directors and management meet regularly to identify the risks that are considered most likely to have an impact on the business and its strategic priorities. If emerging risks are identified, these are incorporated immediately into the risk management process.

The following sets out the principal risks faced by the company and how they are mitigated:

People

-

The company depends on a skilled, flexible, diverse and well-motivated workforce. If the company does not succeed in attracting, developing and retaining skilled people, as well as understanding and embracing the diversity of those people, it will not be able to grow the business as anticipated.

-

The company has in place procedures to monitor staff turnover closely and to monitor pay and conditions against the prevailing market to ensure that the company remains competitive. Succession planning and staff development are managed at all levels in the company, underpinned by a training process which is designed to assist in career development of its staff and also identify potential successors for key roles.

Reputation and Corporate Responsibility

-

The company's ability to win new business depends largely on its relationship with customers, supply chain partners, employees, and other stakeholders. The company's growth targets may not be achieved if its reputation is adversely affected.

-

The Steps taken maintain, protect and enhance the company's reputation include effective leadership, community engagement and striving to operate a safe and sustainable business.

-

The company takes corporate responsibility seriously and is committed to implementing appropriate policies and systems, including concern for employees' health, safety, the environment, and the community.

Health, Safety, Environment

-

The company's activities are often complex and require continuous monitoring and management of health, safety, and environmental risks. Failure to manage these could expose the group to significant potential liability and reputational damage.

-

Detailed policies and procedures exist to mitigate these risks and are subject to review and monitoring by internal and external specialists. Compliance is monitored in various ways, including audits, leadership involvement, and inspections.

-

The environmental policy aims to mitigate pollution, comply with environmental legislation, and maintain high standards to ensure environmental incidents are kept to a minimum.

Treasury Operations and Financial Instruments

The company’s operations expose it to a variety of financial risks that include the effects of price risk, credit risk, liquidity risk, and interest rate risk.

The company has in place an informal risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the company’s finance department.

Price Risk

The company is exposed to commodity price risk as a result of its operations. The price of commodities depends on a wide range of factors, most of which are outside of the control of the company. Where possible, the company will seek to mitigate the risk by fixing prices at favourable terms. However, given the current size of the company's operations, the costs of managing exposure to commodities may exceed any potential benefits. The directors will revisit the appropriateness of this policy as the group's operations change in size or nature.

Credit Risk

The company has in place policies that require appropriate credit checks on potential customers to be undertaken before sales are made. The amount of exposure to any individual counterparty will be continually monitored in line with the company's credit control procedures.

Liquidity Risk and Interest Rate Risk

The company actively maintains short-term and long-term debt finance designed to ensure sufficient available funds for operations and planned expansions. The directors are satisfied that sufficient funds and facilities are planned through the availability of loan funding from shareholders and external parties.

The directors recognise that unforeseen events could change this assumption, but they are sufficiently satisfied that available steps can raise short-term finance to ensure sufficient funds during the period.

Exposure to interest rate fluctuations is minimal as there is currently no external variable rate bank debt; loans are payable at fixed rate interest.

ON BEHALF OF THE BOARD:

O E Conger - Director

30 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of other letting and operating of own or leased real estate and activities of head offices.

DIVIDENDS

No interim dividends were paid during the year ended 31 December 2024.

The directors recommend final dividends per share as follows:

Ordinary £1 shares

NIL

A Ordinary

£1 shares

£2.15

B Ordinary

1p shares

NIL

The total distribution of dividends for the year ended 31 December 2024 will be £ 435,000 .

DIRECTORS

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

Mrs R Carbonnaux Conger

T J Conger

O E Conger

H Conger

C J Rea

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Bevan Buckland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

O E Conger - Director

30 September 2025

Opinion

We have audited the financial statements of Rototherm Group Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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.

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:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of 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.

We discussed our audit independence complying with the Revised Ethical Standard 2024 with the engagement team members whilst planning the audit and continually monitored our independence throughout the process.

Identifying and assessing potential risks related to irregularities.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

enquiring of management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual. suspected or alleged fraud;

-

the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

-

discussing among the engagement team how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas;

-

Assumptions used for revenue recognition.

-

obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Company, The key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following:

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 laws and regulations throughout the audit.

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.

Alison Vickers (Senior Statutory Auditor)

for and on behalf of Bevan Buckland LLP

Chartered Accountants

And Statutory Auditors

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

30 September 2025

TURNOVER

-

-

Administrative expenses

31,674

309,986

(31,674

)

(309,986

)

Other operating income

242,209

78,017

OPERATING PROFIT/(LOSS)

4

210,535

(231,969

)

Income from shares in group undertakings

205,050

-

415,585

(231,969

)

Gain/loss on revaluation of investment property

-

280,000

PROFIT BEFORE TAXATION

415,585

48,031

Tax on profit

5

45,317

13,212

PROFIT FOR THE FINANCIAL YEAR

370,268

34,819

PROFIT FOR THE YEAR

370,268

34,819

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

370,268

34,819

FIXED ASSETS

Investments

7

4,166,617

4,166,617

Investment property

8

3,430,000

3,430,000

7,596,617

7,596,617

CURRENT ASSETS

Debtors

9

716

5,775

Cash at bank

5,927

168,662

6,643

174,437

CREDITORS

Amounts falling due within one year

10

1,001,803

1,152,905

NET CURRENT LIABILITIES

(995,160

)

(978,468

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,601,457

6,618,149

PROVISIONS FOR LIABILITIES

11

565,089

517,049

NET ASSETS

6,036,368

6,101,100

CAPITAL AND RESERVES

Called up share capital

12

1,350,100

1,350,100

Revaluation reserve

13

2,186,093

2,186,093

Retained earnings

13

2,500,175

2,564,907

SHAREHOLDERS' FUNDS

6,036,368

6,101,100

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

O E Conger - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1,350,100

2,945,088

1,906,093

6,201,281

Changes in equity

Transfer

-

(280,000

)

280,000

-

Dividends

-

(135,000

)

-

(135,000

)

Total comprehensive income

-

34,819

-

34,819

Balance at 31 December 2023

1,350,100

2,564,907

2,186,093

6,101,100

Changes in equity

Dividends

-

(435,000

)

-

(435,000

)

Total comprehensive income

-

370,268

-

370,268

Balance at 31 December 2024

1,350,100

2,500,175

2,186,093

6,036,368

1.	STATUTORY INFORMATION

Rototherm Group Limited 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 Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (FRS 102) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

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

The financial statements have been prepared under the historical cost convention, (modified to include the revaluation of freehold properties and to include investments properties and certain financial instruments at fair value). The principal accounting policies adopted are set out below.

Going Concern

The financial statements have been prepared on a going concern basis which assumes that the company 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 the facilities that are in place at the date of signing the report.

As at 31 December 2024 the company had net assets of £6,036,368 (2023 £6,101,100) but net current liabilities of £995,160 (2023 £978,468). The net current liabilities position includes £962,741 (2023 £1,095,693) due to fellow group companies. The directors have received confirmation of support from the fellow group companies and the directors are satisfied that the group has the ability to provide the support that the company requires.

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

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 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 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23.

Preparation of consolidated financial statements

The financial statements contain information about Rototherm Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Melius Holdings Limited, Cardigan House, Swansea Enterprise Park, Swansea, Wales SA7 9LA.

Critical accounting judgements and key sources of estimation uncertainty

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

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

Fair values of investment properties

The fair value of investment properties involved the use of professional valuation techniques, which are reviewed annually by management. Where factors that could impact the fair value are identified, appropriate adjustments are made via the Profit and Loss Account.

Investments in subsidiaries

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Investment property

Investment property, which is property held to earn and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the profit and loss.

Deferred tax is recognised on any fair value changes at the rate that would apply to the sale of the investment property, unless the property has a limited useful life and is held as part of a business model to consume all of the economic benefits associated with it.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

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.

Cash and cash equivalents

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

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 balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

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

Employee benefits

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

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

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

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

-

230,265

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

2024

2023

Directors

5

5

2024

2023

£

£

Directors' remuneration

-

230,265

4.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Auditors' remuneration

11,181

15,000

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

Interest on prior year refunds

(2,723

)

-

Deferred tax

48,040

13,212

Tax on profit

45,317

13,212

6.

DIVIDENDS

2024

2023

£

£

A Ordinary shares of £1 each

Final

435,000

135,000

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

4,166,617

NET BOOK VALUE

At 31 December 2024

4,166,617

At 31 December 2023

4,166,617

The company's investments at the Balance Sheet date in the share capital of companies include the following:

The British Rototherm Company Ltd

Registered office: Kenfig Industrial Estate, Port Talbot, West Glamorgan, SA13 2PW

Nature of business: Manufacture of industrial instrumentation

%

Class of shares:

holding

Ordinary

100.00

Rototherm Australia PTY Limited

Registered office: U 2 84 Barberry Way, Bibra Lake, Western Australia, 6163, Australia

Nature of business: Non-trading

%

Class of shares:

holding

Ordinary

100.00

Redeemable Preference Shares

100.00

The directors consider that the carrying amounts of fixed assets investments are supported by the underlying net asset values and forecast trading positions of the subsidiaries concerned.

8.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

and 31 December 2024

3,430,000

NET BOOK VALUE

At 31 December 2024

3,430,000

At 31 December 2023

3,430,000

The fair value of the investment property at the Dublin property has been arrived at on the basis of a valuation carried out at October 2023 by Bespoke Estate Agents on behalf of the company. The valuers are not connected with the company. The valuation was made on a market value and market rent basis and was prepared in accordance with the RICS Valuation Global Standards.

The directors believe there is no significant change in the valuation of the other investment properties, as at 31 December 2024.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

-

4,200

VAT

716

1,575

716

5,775

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

962,741

1,095,693

Tax

-

24,780

Directors' loan accounts

22,563

22,563

Accruals and deferred income

16,499

9,869

1,001,803

1,152,905

11.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

Accelerated capital allowances

10,681

10,195

Tax losses carried forward

(9,751

)

(57,305

)

Other timing differences

564,159

564,159

565,089

517,049

Deferred

tax

£

Balance at 1 January 2024

517,049

Charge to Income Statement during year

48,040

Balance at 31 December 2024

565,089

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,147,500

Ordinary

£1

1,147,500

1,147,500

202,500

A Ordinary

£1

202,500

202,500

10,000

B Ordinary

1p

100

100

1,350,100

1,350,100

13.

RESERVES

Retained

Revaluation

earnings

reserve

Totals

£

£

£

At 1 January 2024

2,564,907

2,186,093

4,751,000

Profit for the year

370,268

370,268

Dividends

(435,000

)

(435,000

)

At 31 December 2024

2,500,175

2,186,093

4,686,268

14.	ULTIMATE PARENT COMPANY

Melius Holdings Limited is regarded by the directors as being the company's ultimate parent company.

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.