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Registered number: 12509026 BROOKTHERM (TOPCO) LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
BROOKTHERM (TOPCO) LIMITED COMPANY INFORMATION
Directors | Jamie Christopher Keating
| Daniel Christopher Keating
| Clive Parkman (resigned 31 December 2024)
| Surjit Mahe Singh
| Torstein Egeland
| Valerio Micali (appointed 12 September 2024)
Registered number | 12509026
Registered office | 3 Kelvin Park
| Birkenhead
| Wirral
| CH41 1LT
BROOKTHERM (TOPCO) LIMITED CONTENTS
| Page
Directors' report | 1 - 2
Independent auditors' report | 3 - 6
Profit and loss account | 7
Balance sheet | 8
Statement of changes in equity | 9
Notes to the financial statements | 10 - 12
BROOKTHERM (TOPCO) LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments 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 to 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.
Directors
The directors who served during the year were:
Jamie Christopher Keating
Daniel Christopher Keating
Clive Parkman (resigned 31 December 2024)
Surjit Mahe Singh
Torstein Egeland
Valerio Micali (appointed 12 September 2024)
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end. Page 1
BROOKTHERM (TOPCO) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Auditors
The auditors, Langtons Professional Services Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 7 July 2025 and signed on its behalf.
Valerio Micali Director
Page 2
BROOKTHERM (TOPCO) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROOKTHERM (TOPCO) LIMITED
Opinion
We have audited the financial statements of Brooktherm (Topco) Limited (the 'Company') for the year ended 31 March 2025, which comprise the Profit and loss account, the Balance sheet, the Statement of changes in equity and the related notes, 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 March 2025 and of its result 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 United Kingdom, including the Financial Reporting Council'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. Page 3
BROOKTHERM (TOPCO) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROOKTHERM (TOPCO) LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' report has 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 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, 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 Directors' responsibilities statement set out on page 1, 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 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. Page 4
BROOKTHERM (TOPCO) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROOKTHERM (TOPCO) LIMITED (CONTINUED)
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 an Auditors' 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud The objectives of our audit, in respect to fraud, are: • to identify and assess the risks of material misstatement of the financial statements due to fraud; • to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and • to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows: We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations in the UK and the EU General Data Protection Regulation (GDPR). We understood how the Company is complying with those frameworks by making enquiries of management. Through consideration of the results of our audit procedures we were able to either corroborate or provide contrary evidence which was then followed up. Based on our understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: • Enquiries of management; and • Journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it considered there was susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage revenue and earnings. Where the risk was considered to be higher, including areas impacting key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of Page 5
BROOKTHERM (TOPCO) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROOKTHERM (TOPCO) LIMITED (CONTINUED) material misstatement. These procedures included those on revenue recognition detailed above, the assessment of items identified by management as non-recurring and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from material fraud or error. 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 Auditors' 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 Auditors' 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. Eifion Roberts (Senior statutory auditor) for and on behalf of Langtons Professional Services Limited Chartered Accountants Statutory Auditors The Plaza 100 Old Hall Street Liverpool L3 9QJ 7 July 2025 Page 6
BROOKTHERM (TOPCO) LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Income from shares in group undertakings |  | - | 1,011,216
Profit before tax |  | - | 1,011,216
Profit for the financial year |  | - | 1,011,216
The Company has not traded during the year. During this period, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
Page 7
BROOKTHERM (TOPCO) LIMITED REGISTERED NUMBER: 12509026 BALANCE SHEET AS AT 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Fixed assets |  |  |
Investments | 5 | 2,720,850 | 2,720,850
|  | 2,720,850 | 2,720,850
Total assets less current liabilities |  | 2,720,850 | 2,720,850
Net assets |  | 2,720,850 | 2,720,850
Capital and reserves |  |  |
Called up share capital | 6 | 6 | 6
Share premium account | 7 | 1,799,994 | 1,799,994
Profit and loss account | 7 | 920,850 | 920,850
|  | 2,720,850 | 2,720,850
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 July 2025.
Valerio Micali
Director
The notes on pages 10 to 12 form part of these financial statements. Page 8
BROOKTHERM (TOPCO) LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 April 2024 | 6 | 1,799,994 | 920,850 | 2,720,850
At 31 March 2025 | 6 | 1,799,994 | 920,850 | 2,720,850
| The notes on pages 10 to 12 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 April 2023 | 6 | 1,799,994 | - | 1,800,000
Profit for the year | - | - | 1,011,216 | 1,011,216
Dividends: Equity capital | - | - | (90,366) | (90,366)
At 31 March 2024 | 6 | 1,799,994 | 920,850 | 2,720,850
| The notes on pages 10 to 12 form part of these financial statements.
Page 9
BROOKTHERM (TOPCO) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
Brooktherm (Topco) Limited is a private limited company, limited by shares, incorporated in England and Wales. Its registered office is 3 Kelvin Park, Birkenhead, Wirral, CH41 1LT. The company number is 12509026. These financial statements present the results of the company as an individual entity. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
| 2.2 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.3 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 5 | 4
Page 10
BROOKTHERM (TOPCO) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
4. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Ordinary shares | - | 90,366
|  | - | 90,366
5. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 2,720,850
| At 31 March 2025 | 2,720,850
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Brooktherm Holdings Limited | Ordinary | 100%
| Brooktherm Refrigeration Limited | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Brooktherm Holdings Limited | 90 | -
| Brooktherm Refrigeration Limited | 5,030,432 | 759,118
Page 11
BROOKTHERM (TOPCO) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
6. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 600 (2024 - 600) Ordinary shares of £0.01 each | 6 | 6
7. | Reserves
Profit and loss account Includes all current and prior period retained profits and losses.
8. | Ultimate controlling party
The ultimate parent company is Daikin Applied Europe S.p.A., a company registered in Italy.
Page 12