REGISTERED NUMBER: SC376021 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements For The Year Ended 31 March 2025

for

Torishima Service Solutions Europe

Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

G Ashe

L M O'Neill

K Hirata

P P Van Der Meulen

S McColl

REGISTERED OFFICE:

30 Colliery Road

Clyde Gateway Business Park

London Road

Glasgow

G32 8SL

REGISTERED NUMBER:

SC376021 (Scotland)

INDEPENDENT AUDITORS:

Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

Throughout the year the company continued to focus on driving improvements to ensure its high standards were upheld and delivery of our quality products and service to our customers were achieved.

As well as continuing to support Torishima Japan by providing repairs and service within its defined territory, efforts were made to achieve strategic synergies across different business revenue streams, aiming for a more integrated and efficient business model.

The management team during the year continued to focus on strong leadership to develop and preserve our business capabilities for the future.

Torishima Service Service Solutions (TSSE)

It was a strong year across all divisions reporting 21% growth in revenue on the prior year. Key highlights include:

- Pump Repair & Service continued to provide high standards in both quality and service to the pumps, ensuring to minimise downtime of our customers, not only in the UK, but also in Central & South America, Africa and Europe.

-Surface coatings had an exceptional strong year, developing opportunities and working on projects within the Defence, Nuclear & Marines Industries. Securing these opportunities are very important to move this business forward into next year.

- Spare Parts had another strong year, working closely with Japan to secure and deliver projects. This is another key part of our business, supporting our parent company and one that we will continue to develop

- Fluid Power Division had an exceptionally strong year supporting Torishima Japan to supply Lube Oil Systems for high energy pumps. We will continue to support Japan in this area as well as developing opportunities for other work at our facility in England.

- Cooling Water Systems had a record year, securing lucrative orders and delivering high end products to our customers.

In summary, TSSE had a very successful year performing extremely well across all areas of the business. With a strong order backlog going into the new financial year and visibility of new opportunities, the growth for 2025/26 remains very positive.

Torishima Turkey

During the year our Turkey subsidiary was restructured allowing our management team to take full control and change the strategic approach in Turkey. During the year lucrative orders were secured from our collaboration with new and existing customers. With Torishima Pumps having a large installed base in Turkey, the opportunities are significant and form part of our long term strategy in Turkey.

Although the stability in the Turkish economy is challenging, we believe that with the strong leadership team in place and opportunities, this company will add value to the Torishima group.

CPR

It was another excellent year for CPR, although reporting revenues of 85% on prior year, this was expected due to the cycle in LNG carrier dry docking schedules. The outlook for FY 25/26 will be very similar to the previous year because of the limited number of vessels undergoing maintenance. This gives the team an opportunity to look at finding new customers and enter new markets with the aim of boosting revenue in FY 26/27, which is already looking very promising due to the number of maintenance activities that are already scheduled to take place.

During the year, the team has been strengthened in the key areas of Sales & Engineering which will allow us to achieve our goal of having year on year growth as per the business plan.

ICI Caldaie

It was a record breaking year for ICI Caldaie reporting revenue of 319% on the prior year. The management team was restructured during the year, additional headcount invested in creating a solid foundation for growth. The team continued to collaborate with existing customers and build new customer relationships resulting in securing lucrative orders.

With the continued support from Torishima and ICI SPA Italy, the future looks very promising with good business opportunities moving into a new financial year.

Overall, it was a successful year, delivering group revenue of £20,366,204 and group profitability of £1,595,300. The group order backlog going into the new financial year is very strong and new business opportunities across all subsidiaries remain very exciting for the year ahead.

PRINCIPAL RISKS AND UNCERTAINTIES

Our risks going into the next financial year are ensuring we meet the strong order backlog and the recruitment of employees. We will continue to drive our business forward and focus on new business opportunities that will deliver profitability both in the UK and Overseas.

ON BEHALF OF THE BOARD:

S McColl - Director

17 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

EVENTS SINCE THE END OF THE YEAR

Following the reporting period, Torishima Service Solutions Europe Ltd acquired KRG Specialist Engineering Services Ltd, as detailed in Note 20 to the financial statements.

DIRECTORS

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

G Ashe

L M O'Neill

K Hirata

P P Van Der Meulen

S McColl

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

ON BEHALF OF THE BOARD:

S McColl - Director

17 October 2025

Opinion

We have audited the financial statements of Torishima Service Solutions Europe Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 March 2025 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 four, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the company and the group through discussions with directors and other management, and from our wider knowledge and experience;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company and the group, including the Companies Act 2006 and FRS 102

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of

management and inspecting legal correspondence; and

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to

instances of non-compliance throughout the audit.

We assessed the susceptibility of the company and group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of

actual, suspected and alleged fraud; and

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

Audit response to risks identified

To address the risk of fraud through management bias and override of controls, we:

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

- Tested journal entries to identify unusual transactions;

- Assessed whether judgements and assumptions made in determining the accounting estimates set out were indicative of potential bias;

- Investigated the rationale behind significant or unusual transactions;

- Reviewing and recalculating managements assumptions in relation to the carrying value of work-in-progress.

- Reviewing source documentation to ensure costs and income are correctly classified and work-in-progress is

reasonably stated; and

- Evaluating the reasonableness of management assumptions in relation to the carrying value of investments held.

Furthermore, carrying out an impairment test with reference to forecasts and post year end trading.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Enquiring of management as to actual and potential litigation and claims; and

- Requesting correspondence with HMRC and Companies House.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Janice Alexander CA (Senior Statutory Auditor)

for and on behalf of Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

17 October 2025

TURNOVER

20,366,204

17,230,072

Cost of sales

11,725,805

9,666,416

GROSS PROFIT

8,640,399

7,563,656

Distribution costs

225,277

142,633

Administrative expenses

6,853,023

5,771,011

7,078,300

5,913,644

1,562,099

1,650,012

Other operating income

80,336

63,969

OPERATING PROFIT

5

1,642,435

1,713,981

Interest payable and similar expenses

6

47,135

13,472

PROFIT BEFORE TAXATION

1,595,300

1,700,509

Tax on profit

7

566,645

480,748

PROFIT FOR THE FINANCIAL YEAR

1,028,655

1,219,761

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,028,655

1,219,761

Profit attributable to:

Owners of the parent

1,000,965

1,226,692

Non-controlling interests

27,690

(6,931

)

1,028,655

1,219,761

Total comprehensive income attributable to:

Owners of the parent

1,000,965

1,226,692

Non-controlling interests

27,690

(6,931

)

1,028,655

1,219,761

FIXED ASSETS

Intangible assets

9

695,004

812,348

Tangible assets

10

2,150,755

1,201,982

Investments

11

-

-

2,845,759

2,014,330

CURRENT ASSETS

Stocks

12

1,656,664

1,446,967

Debtors

13

5,510,424

6,095,835

Cash at bank and in hand

3,252,741

2,297,586

10,419,829

9,840,388

CREDITORS

Amounts falling due within one year

14

5,201,084

4,800,248

NET CURRENT ASSETS

5,218,745

5,040,140

TOTAL ASSETS LESS CURRENT LIABILITIES

8,064,504

7,054,470

CREDITORS

Amounts falling due after more than one year

15

(170,064

)

(175,536

)

PROVISIONS FOR LIABILITIES

17

(217,997

)

(231,146

)

NET ASSETS

7,676,443

6,647,788

CAPITAL AND RESERVES

Called up share capital

18

10,000

10,000

Translation reserve

19

(59,084

)

(59,084

)

Retained earnings

19

7,729,297

6,742,863

SHAREHOLDERS' FUNDS

7,680,213

6,693,779

NON-CONTROLLING INTERESTS

(3,770

)

(45,991

)

TOTAL EQUITY

7,676,443

6,647,788

The financial statements were approved by the Board of Directors and authorised for issue on 17 October 2025 and were signed on its behalf by:

S McColl - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

1,973,237

1,011,352

Investments

11

1,539,462

1,539,462

3,512,699

2,550,814

CURRENT ASSETS

Stocks

12

1,206,434

1,035,290

Debtors

13

5,956,589

6,427,579

Cash at bank and in hand

1,912,979

1,012,576

9,076,002

8,475,445

CREDITORS

Amounts falling due within one year

14

3,936,865

3,741,255

NET CURRENT ASSETS

5,139,137

4,734,190

TOTAL ASSETS LESS CURRENT LIABILITIES

8,651,836

7,285,004

CREDITORS

Amounts falling due after more than one year

15

(170,064

)

(175,536

)

PROVISIONS FOR LIABILITIES

17

(207,402

)

(213,190

)

NET ASSETS

8,274,370

6,896,278

CAPITAL AND RESERVES

Called up share capital

18

10,000

10,000

Retained earnings

19

8,264,370

6,886,278

SHAREHOLDERS' FUNDS

8,274,370

6,896,278

Company's profit for the financial year

1,378,092

1,383,445

The financial statements were approved by the Board of Directors and authorised for issue on 17 October 2025 and were signed on its behalf by:

S McColl - Director

Called up

share

Retained

Translation

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

10,000

5,491,210

-

Changes in equity

Non-controlling interest transfer

-

24,961

-

Translation reserve

-

-

(59,084

)

Total comprehensive income

-

1,226,692

-

Balance at 31 March 2024

10,000

6,742,863

(59,084

)

Changes in equity

Non-controlling interest transfer

-

(14,531

)

-

Total comprehensive income

-

1,000,965

-

Balance at 31 March 2025

10,000

7,729,297

(59,084

)

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2023

5,501,210

(14,099

)

5,487,111

Changes in equity

Non-controlling interest transfer

24,961

(24,961

)

-

Translation reserve

(59,084

)

-

(59,084

)

Total comprehensive income

1,226,692

(6,931

)

1,219,761

Balance at 31 March 2024

6,693,779

(45,991

)

6,647,788

Changes in equity

Non-controlling interest transfer

(14,531

)

14,531

-

Total comprehensive income

1,000,965

27,690

1,028,655

Balance at 31 March 2025

7,680,213

(3,770

)

7,676,443

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

10,000

5,502,833

5,512,833

Changes in equity

Total comprehensive income

-

1,383,445

1,383,445

Balance at 31 March 2024

10,000

6,886,278

6,896,278

Changes in equity

Total comprehensive income

-

1,378,092

1,378,092

Balance at 31 March 2025

10,000

8,264,370

8,274,370

Cash flows from operating activities

Cash generated from operations

1

2,511,052

(320,141

)

Interest paid

(47,135

)

(13,472

)

Tax paid

(581,612

)

(75,473

)

Taxation refund

225,130

-

Net cash from operating activities

2,107,435

(409,086

)

Cash flows from investing activities

Purchase of tangible fixed assets

(1,168,053

)

(227,075

)

Sale of tangible fixed assets

15,773

579,269

Net cash from investing activities

(1,152,280

)

352,194

Increase/(decrease) in cash and cash equivalents

955,155

(56,892

)

Cash and cash equivalents at beginning of year

2

2,297,586

2,354,478

Cash and cash equivalents at end of year

2

3,252,741

2,297,586

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

2025

2024

£

£

Profit before taxation

1,595,300

1,700,509

Depreciation charges

318,240

325,573

Loss/(profit) on disposal of fixed assets

2,611

(274,125

)

Finance costs

47,135

13,472

1,963,286

1,765,429

Increase in stocks

(209,697

)

(303,252

)

Decrease/(increase) in trade and other debtors

535,372

(2,691,612

)

Increase in trade and other creditors

222,091

909,294

Cash generated from operations

2,511,052

(320,141

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

3,252,741

2,297,586

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

2,297,586

2,354,478

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

2,297,586

955,155

3,252,741

2,297,586

955,155

3,252,741

Total

2,297,586

955,155

3,252,741

1.	STATUTORY INFORMATION

Torishima Service Solutions Europe Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Significant judgements and estimates

Significant estimates relate to the valuation of costs in relation to long term contract work in progress. These are accrued at the margin rate in line with the stage of completion valuation method and costs are reallocated from work in progress (calculated) costs to the long term contract costs. Identified losses are recognised immediately in line with the company policy on long term contracts.

Other areas of estimation are in the fair value and depreciation policies set by the company. these are reviewed annually and are in line with industry standards.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill representing the excess of the cost of the acquisition of the subsidiary undertakings over the fair value of the assets acquired and other purchased goodwill, is capitalised in the year of acquisition and is being amortised evenly over its useful life of ten years.

Tangible fixed assets

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

Leasehold improvements

10% on cost

Property renovations

20% on cost and over the period of the lease

Motor vehicles

25% on cost

Plant & machinery

33.33% on cost, 20% on cost and 10% on cost

Fixtures and fittings

20% on cost

Hydro scheme

Over 22 years

IT/phone equipment

33% on cost

Stocks

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

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.