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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 2006They 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 auditorsLangtons Professional Services Limitedwill 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 policiesThe 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 ReportOur 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 2006Our 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