Registration number: 08277206

Calibrate Inc Ltd

Contents

Company Information	1
Balance Sheet	2
Notes to the Financial Statements	3 to 14

Calibrate Inc Ltd

Company Information

Directors

F Herlihy S R McDonald S E McDonald A A Ryder G W Tuckwell

Company secretary

S Evans

Registered office

Spring Lodge 172 Chester Road Helsby Cheshire WA6 0AR

Auditors

UHY Ross Brooke Chartered Accountants and Registered Auditors Suite I Windrush Court Abingdon Business Park Abingdon Oxfordshire OX14 1SY

Calibrate Inc Ltd

(Registration number: 08277206)
Balance Sheet as at 6 April 2025

	Note	2025 £	2024 £
Fixed assets
Tangible assets	7	48,543	99,770
Current assets
Stocks	8	197,969	131,154
Debtors	9	258,273	624,569
		456,242	755,723
Creditors: Amounts falling due within one year	10	(2,799,568)	(2,773,317)
Net current liabilities		(2,343,326)	(2,017,594)
Total assets less current liabilities		(2,294,783)	(1,917,824)
Creditors: Amounts falling due after more than one year	10	(11,391)	(30,898)
Net liabilities		(2,306,174)	(1,948,722)
Capital and reserves
Called up share capital		10,000	10,000
Retained earnings		(2,316,174)	(1,958,722)
Shareholders' deficit		(2,306,174)	(1,948,722)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 17 October 2025 and signed on its behalf by:
 

......................................... A A Ryder Director

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Spring Lodge
172 Chester Road
Helsby
Cheshire
WA6 0AR
England

These financial statements were authorised for issue by the Board on 17 October 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in sterling, which is the functional currency of the company.

As permitted by the FRS 102 1A framework, the company has taken advantage of the disclosure exemptions available under that standard in relation to presentation of a cashflow statement, remuneration of key management personnel and presentation of changes in current tax and deferred tax assets/liabilities.

These accounts are consolidated into the accounts of RSK Group Ltd.

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

Going concern

The Directors have acknowledged the latest guidance on going concern from the Financial Reporting Council and considered various relevant matters noted here.

The company participates in the Group’s centralised treasury arrangements and so shares banking arrangements with its subsidiaries. As at 6 April 2025 the funds comprised a £1bn committed acquisition facility and a £150m revolving credit facility (which was increased from the prior £50m during March 2025). These facilities were extended from 2028 to 2030 in September 2024. In September 2024 the Group received £520m preferred equity investment from a consortium of investors.

The facilities will finance growth, both organic and acquisitive and associated working capital requirements.

After a thorough review, the Group's consolidated business plan, forecasts and projections show that it is expected to operate within its facilities.

The Group has established contracts and master service agreements with several customers across a wide range of sectors and markets and has a significant pipeline of committed work, tenders in progress and opportunities. The Directors believe that the Group will continue to manage its business risks successfully despite uncertain economic conditions in some business sectors and countries.

The company is expecting FY26 to show comparable results to FY25 with a forecast to return to profitability in FY27. The completion of the onerous contract in FY26 has allowed management to focus on delivering chargeable work and securing new contracts. The successful delivery of a further major project is expected to generate further commercial opportunities, and the growing demand for low-carbon solutions in the commercial heat pump market provides a positive outlook for future growth. The Company has access to facilities held by RSK Group Limited and the directors of the company have sought, and obtained in writing, confirmation from the directors of RSK Group Limited that any such support as may be required to enable the Company to fulfil its obligations as they fall due would be provided. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

Audit report

The Independent Auditor's Report was qualified The physical stock count procedures at 31 March 2024 were inadequate to provide sufficient evidence over the existence of stock as at the end of that year and we were unable to satisfy ourselves, by alternative means, concerning the stock quantities held in the balance sheet as at 31 March 2024 of £131,154. Consequently we were unable to determine whether any adjustment to this amount at 31 March 2024 was necessary or whether there was any consequential effect on the cost of sales for the year ended 6 April 2025.

The physical stock count procedures at 6 April 2025 were inadequate to provide sufficient evidence over the existence of stock as at the year end date and we were unable to satisfy ourselves, by alternative means, concerning the stock quantities held in the balance sheet as at 6 April 2025 of £197,969. Consequently we were unable to determine whether any adjustment to this amount is necessary. The name of the Senior Statutory Auditor who signed the audit report on 19 October 2025 was Caroline Webster FCA, who signed for and on behalf of UHY Ross Brooke.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

In respect of long-term contracts for on-going services, turnover represents the value of work done in the period, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of turnover can be measured reliably;
- it is probable that the company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Long-term contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Turnover represents the value of work done in the period, including estimates of amounts not invoiced, and is recognised by reference to the stage of completion. Operating profit includes attributable profit on long-term completed contracts and amounts recoverable on uncompleted contracts, the latter being included within debtors due within one year.

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current tax
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generate income.

Deferred tax
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax balances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the different between the fair value of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

Page 6

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Fixtures and fittings	20% straight line
Plant and machinery	20% straight line
Motor Vehicles	25% straight line
Office equipment	33% straight line
Leasehold Improvements	20% straight line

Intangible assets

Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of intangible assets includes directly attributable incremental costs incurred in their acquisition.

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Creditors

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.

Borrowings

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

Financial instruments

Financial assets and liabilities are recognised in the company’s balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets
Basic financial assets, including trade and other receivables, loans receivable from other Group companies, investments in subsidiary companies and cash and cash equivalents, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at the market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any provision for impairment.

Impairment of financial assets
At each reporting date the company assesses whether there is objective evidence that a financial asset is impaired. If such evidence exists, the company recognises an impairment loss which is measured as the difference between the carrying amount and the present value of the future cashflows, discounted at the original effective interest rate. Impairment losses are recognised in profit or loss.

Impairment losses are reversed if the reversal can be objectively related to an event occurring after the impairment was recognised. The reversal of the impairment will be recognised in profit or loss.

Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, hire purchase contracts and loans payable to other 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 future payments discounted at the market rate of interest.

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

Derecognition of financial instruments
A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire, or the company transfers the financial asset and substantially all the risks and rewards of ownership have been transferred.

A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled, or expires.

3	Staff numbers

The average number of persons employed by the company (including directors) during the period, was 16 (2024 - 14).

4	Onerous contract costs

The company incurred onerous contract costs of £132,711 (2024: £496,000) relating to a contract dispute with a client.

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

5	Other operating income

	2025 £	2024 £
Research & development expenditure tax credits	(134,017)	-
	(134,017)	-

 

6	Intangible assets

	Other intangible assets  £	Total £
Cost or valuation
Transfers	8,564	8,564
At 6 April 2025	8,564	8,564
Amortisation
Impairment	8,564	8,564
At 6 April 2025	8,564	8,564
Carrying amount
At 6 April 2025	-	-

Calibrate Inc Ltd

Notes to the Financial Statements for the Period from 1 April 2024 to 6 April 2025

8

Stocks

	2025 £	2024 £
Other inventories	197,969	131,154

9

Debtors

	2025 £	2024 £
Trade debtors	110,961	212,746
Amounts owed by group undertakings and undertakings in which the company has a participating interest	20,852	304,408
Prepayments	24,795	22,665
Accrued income	5,786	-
Income tax asset	95,879	84,750
	258,273	624,569

10

Creditors

Creditors: amounts falling due within one year

	Note	2025 £	2024 £
Due within one year
Loans and borrowings	11	1,850,372	307,072
Trade creditors		6,587	425,565
Amounts owed to group undertakings and undertakings in which the company has a participating interest		208,528	1,278,689
Social security and other taxes		60,892	77,119
Accruals		388,164	639,674
Deferred income		227,821	-
Other creditors		57,204	8,392
Group relief payable		-	36,806
		2,799,568	2,773,317