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

The principal activity of the company and group continued to be that of the supply of pumps and ancillary equipment to the heating, ventilation and air conditioning industries.

The group's principal activity continues to be the supply of pumps and ancillary equipment to the heating, ventilation and air conditioning industries.

The Directors consider that the financial key performance indicators for the business are: Turnover, Gross Profit Margin, Net Profit before Taxation and Net Assets.

During the year the group acquired Indigo ILP Limited and Island Leisure Products Limited and these acquisitions have helped expand the groups operating capacity and further enhance its growth plans.

Supported by the US group, Diversitech Corporation, the group continues to trade in the European market and has continued its growth resulting in an increase in turnover of £5.04m (19.7%) in 2024 (2023: increase £2.34m (10.1%).

Despite continued pressure on costs, management were still able to maintain Gross Profit margins, which increased to 44.3% in the current year from 39.1% in 2023.

Overall Administrative Expenditure increased from £3,871,711 to £7,136,932, but remained comparable with turnover at 23.3% (2023: 15.1%).

Operating profit compared to the previous year was higher at £6,416,618 (2023: £6,115,559). Profit before taxation includes interest received on loans provided to a group company and overall there was a 3.0% increase in profit before taxation compared to 2023.

The balance sheet continues to show a strong position, with the company retaining £4.8m profit for the year resulting in continued growth in net assets from £22.6m to £27.4m, as no dividends were distributed in the year ending 31 December 2024.

Even though there continues to be unforeseen Global challenges and global economic pressures, such as inflation, the Directors still anticipate that there will be continued growth in turnover in the forthcoming year, though pressure on margins remains and this suggests a similar net profit retained in the business.

We consider the key risks and uncertainties affecting the group to be the continued uncertainty in the global economy and competition in the market. We also recognise the impact which the conflict in Ukraine continues to have on the supply chain of the business and our service delivery.

In order to mitigate the risks and uncertainties, we continue to focus on customer service and, by listening to feedback, create new products which facilitate year on year growth and a successful expansion of the business. During the year there continues to be further investment in a new ERP system has helped deliver further improvements to customer service.

The UK group, with support from the overall US group, continues to be acquisitive in order to grow and develop the Diversitech brand in the UK, Europe and beyond.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The auditors, Taylor Dawson Plumb Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of DiversiTech UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

• adequate accounting records have not been kept 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.

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

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

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

We assessed the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, by considering the following:

• The nature of the industry and the business performance.

• Discussions with Directors and management and consideration of their policies and procedures for identifying non-compliance or detecting and responding to the risks of fraud.

• Communication throughout the audit team to remain alert to indications of non-compliance throughout the audit.

Based on the results of our risk assessment we designed our audit procedures to identify fraud and non-compliance with such laws and regulations identified above.

• We reviewed the disclosures in the financial statements and tested to supporting documentation.

• We considered the risk of fraud through management override of controls and, in response, we assessed whether judgements made in making accounting estimates were indicative of potential bias.

• We performed analytical procedures to identify any unusual or unexpected trends or relationships that may indicate risks of material misstatement due to fraud.

• We made enquiries into management of any actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and therefore there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. Where instances of non-compliance with laws and regulations are not closely linked to events and transactions within the financial statements, then we are less likely to become aware of these. In addition, the risk is increased regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

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

Use of our report

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

The notes on pages 15 to 29 form part of these financial statements.

The notes on pages 15 to 29 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The notes on pages 15 to 29 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 15 to 29 form part of these financial statements.

The notes on pages 15 to 29 form part of these financial statements.

The notes on pages 15 to 29 form part of these financial statements.

The notes on pages 15 to 29 form part of these financial statements.

DiversiTech UK Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Pinnacle, 170 Midsummer Boulevard, Milton Keynes, MK9 1FE.

The group consists of DiversiTech UK Holdings Limited and all of its subsidiaries.

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company DiversiTech UK Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

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

Turnover comprises revenue recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax and trade discount.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

Goodwill paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of five years whilst goodwill paid in connection with the acquisition of a business in 2024 is being amortised evenly over its estimated useful life of ten years

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any

accumulated impairment losses

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cost is calculated using the average pricing method.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

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 an average rate of exchange for the period. Exchange differences are taken into account in arriving at the operating result.

Share-based payments (equity-settled transactions)

The cost of equity-settled transactions with employees are measured by reference to the fair value of

the equity instruments granted at the date at which they are granted, and are recognised as an

expense over the vesting period, which ends on the date on which the relevant employees become

fully entitled to the awards.

Fair value is determined by an external valuer using an appropriate pricing model. In valuing

equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked

to the price of the shares of the company (market conditions) and non-vesting conditions.

No options were granted during the year ended 31 December 2024 and all options remained outstanding at the year end.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated future sales of goods for resale and usage of consumables. The net carrying amount of the stocks is £6,579,105 (2003: £4,077,702)

When calculating rebates due to customers management consider the contract terms in place with the customer for any rebates earned and provision is made where management expect a claim in the future from on going customer relationships. Customer rebates accrued are included within Accruals and Deferred Income in Note 15.

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

Their aggregate remuneration comprised:

The main rate of corporation tax increased from 19% to 25% from 1 April 2023. The company was therefore subject to a hybrid rate of 23.52% for the year ended 31 December 2023.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Amounts owed under finance leases are secured on the asset to which it relates.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The ultimate parent company is DiversiTech Holdings Inc, a company registered in USA. DiversiTech Holdings Inc is controlled by Partners Group, a global investment company.

The immediate parent company is DiversiTech Corporation, a company registered in USA. The company's registered address is 6650 Sugarloaf Parkway, #100 Duluth, GA 30097. The group accounts are not publicly available.

On 22 December 2021 the parent company, Icebox Parent GP, LLC established the 2021 Equity Incentive Plan (“2021 Plan”) to award Class B units to certain employees, consultants, officers, directors and other service providers across the group. Under the 2021 Plan, units granted relating to continued employment with the Company have a 5 year term for vesting and being exercisable; units granted relating to performance shall vest and be exercisable on the first anniversary date and in equal instalments on each of the subsequent sixteen quarterly anniversaries of the date of grant. All time-based units that are outstanding and unvested as of immediately prior to the defined liquidity event in the 2021 Plan shall vest in full.

Under the 2021 Plan 101 no options were granted during the year. During the previous year 2,483 options were granted at a weighted average grant date value of $90.66 per unit. The units were comprised of 955 time vesting units and 1,528 performance vesting units. As at 31 December 2024 no time-vesting units have vested and no units have been exercised or forfeited.

For the units granted, the parent company used an independent third-party valuation group to determine the estimated fair value for purposes of determining the expense related to these granted units in accordance with FRS 102. The estimated fair value of the time vested units was determined to be $170.02 per share. The estimated fair value of the performance vested units ranged from $18.32 to $54.71 per share based on the specific characteristics of the units. Total expense recorded by the Company in relation to the 2021 Plan for the year ended 31 December 2024 was £32,635 (2023: £38,191).

The company has taken advantage of the exemption permitted 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 entered into between two or more members of a group, provided that any company which is a party to the transaction is a wholly owned group company.

During the year the company rented premises from an entity in which one of the directors held an interest. Rent payable in the year was under a commercial arrangement and totalled £146,250 (2023: £146,250). No amounts were outstanding at the year ended 31 December 2023 or 31 December 2024.

Remuneration of key management personnel

The remuneration of key management personnel was £840,431 (2023: £754,684)