Company registration number 13262716 (England and Wales)
AQUA COOLING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
AQUA COOLING LIMITED
COMPANY INFORMATION
Directors
Mr O Hymers
Mr S Davis
Mr B Davies
Mr C O Forshaw
Mr M West
Mr P S Wilson
Mr R Wilson
Company number
13262716
Registered office
Unit 6
Brickfield Lane
Chandler's Ford
Eastleigh
England
SO53 4DP
Auditor
Sumer Audit
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
AQUA COOLING LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 28
AQUA COOLING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

2025 was a year of progress for the business, whilst the Directors successfully managed the challenges of a continued difficult external environment. Revenue increased in year by 7.16% to £19.9m (2024: £18.6m) with year on year growth delivered across all three divisions of the business.

During 2025 the Directors carried out a detailed review of gross margins and costs resulting in improved gross profit margins across all three divisions as well as rebalancing the cost base of the business and investing in automated systems to enable a leaner business overall.

As a result the gross profit margin increased significantly to 49.98% (2024: 40.07%), and with tight control of overheads the profit before tax has increased to £2.84m (2024: £0.81m).

Investment continued at a pace including hire fleet, IT and automated systems, to help sustain growth and support a lean operational business.

With strong cash conversion in year, and a strong balance sheet at 31 December 2025, the Directors consider the business is well positioned to continue the growth journey into 2026.

Principal risks and uncertainties

The primary risk that the company faces is from that of turnover and profitability, however the company seeks to manage these risks through the following measures:

(i) Maintaining close and long term relationships with its customers;

(ii) Marketing investment in the AQUA brand and the business CRM system;

(iii) Providing a wide range of temperature control products to suit the company customer base;

(iv) Providing the company customer base with both short and longer term solutions for capital sales, hire, and service;

(v) Investment in the Hire fleet to enable the company to react accordingly at peak times of the year;

(vi) Maintaining cost control across the business;

Development and performance

After a successful 2025, the Directors are confident that the business will continue to see progress in 2026 growing towards becoming a strong leading player in the industry.

Key performance indicators

The company monitors a wide range of KPIs across the business on a daily, weekly and monthly basis to help understand underlying business performance; corrective actions are taken where required to ensure that the business delivers on targets.

The gross margin %, operating margin %, and the EBITDA are the KPIs most commonly used by the business in monitoring financial performance.

On behalf of the board

Mr S Davis
Director
7 April 2026
AQUA COOLING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of sale, rental and servicing of industrial process temperature control equipment.

Results and dividends

The results for the year are set out on page 7.

Interim dividends per share were paid as follows:

Ordinary 10p shares £189,378

Ordinary A 10p shares £82,352

The directors recommend that no final dividends be paid.

Ordinary dividends were paid amounting to £271,731. The directors do not recommend payment of a final dividend.

Directors

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

Mr O Hymers
Mr S Davis
Mr B Davies
Mr C O Forshaw
Mr M West
Mr P S Wilson
Mr R Wilson
Financial instruments

The company operates a treasury function which is responsible for managing the liquidity, interest, foreign currency and credit risks associated with the company's activities.

The company's principal financial instruments include bank overdrafts and loans, the main purpose of which is to raise financial for the company's operations. In addition the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations.

Liquidity risk is the risk that the business, although solvent, will have difficulty in meeting its obligations associated with its financial liabilities as they fall due. A detailed cashflow forecast is updated on a daily basis, which takes into account working capital requirements for the next 12 months, this enables the business to identify and assess potential stretch points and address these accordingly. As at 31 December 2025 the business has sufficient liquid resources to meets its obligations under all reasonably expected circumstances, and in addition has pre-approved finance facility available if required from its bankers.

The company manages its exposure to interest rate movements on borrowings through maintaining an appropriate balance between fixed and variable interest rates. As at 31 December 2025 all borrowing is held at fixed interest rates, to eradicate the volatility of interest rate movements and its associated financial exposure.

The company is exposed to foreign currency exchange risk on the purchase of stock acquired for resale, and manages this risk through the use of combined spot trading and forward trading contracts to meet the business foreign currency requirements.

AQUA COOLING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

Credit risk is the risk of financial loss to the company if a customer or counterpart to a financial instrument fails to meet its contractual obligations, and is primarily attributable to trade and other debtors. The company continues to monitor the economic environment and has taken actions to limit its exposure to customers that are severely impacted. As a minimum, the company has implemented policies that require appropriate credit checks on potential customers before sales commence, and the utilisation of credit insurance to further mitigate this risk.

Future developments

The company has chosen in accordance with Companies Act 2006, s 414C to set out in the company's strategic report information required by large and medium-sized Companies and Groups (accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors report. It has done so in respect of future developments.

Auditor

The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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 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 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; and

- 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 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.

Statement of disclosure to auditor

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
Mr S Davis
Director
7 April 2026
AQUA COOLING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AQUA COOLING LIMITED
- 4 -
Opinion

We have audited the financial statements of Aqua Cooling Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 company's affairs as at 31 December 2025 and of its 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 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 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' r eport 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.

AQUA COOLING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AQUA COOLING LIMITED (CONTINUED)
- 5 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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.

Auditor's 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 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.

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, our procedures included the following :

o Obtaining and understanding of the legal and regulatory framework in which the company operates, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

o Obtaining an understanding of the company's policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

o Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law and compliance with the UK Companies Act.

AQUA COOLING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AQUA COOLING LIMITED (CONTINUED)
- 6 -

In addition to the above, our procedures to respond to risks identified included the following:

o Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

o Challenging assumptions and judgements made by management in their significant accounting estimates; and

o Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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

The 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 of 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.

Alex Chidwick FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Audit, Statutory Auditor
Chartered Accountants
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
Sumer Audit is the trading name of Sumer Auditco Limited
7 April 2026
AQUA COOLING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
19,927,795
18,595,128
Cost of sales
(9,968,509)
(11,143,519)
Gross profit
9,959,286
7,451,609
Administrative expenses
(7,055,575)
(6,558,471)
Operating profit
4
2,903,711
893,138
Interest receivable and similar income
7
4,056
797
Interest payable and similar expenses
8
(67,289)
(85,413)
Profit before taxation
2,840,478
808,522
Tax on profit
9
(696,471)
(291,451)
Profit for the financial year
2,144,007
517,071
AQUA COOLING LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
3,231,265
3,439,734
Tangible assets
13
9,713,899
9,931,129
Investments
14
830,626
830,626
13,775,790
14,201,489
Current assets
Stocks
16
730,449
1,506,303
Debtors
17
3,136,671
3,440,013
Cash at bank and in hand
3,066,044
1,968,166
6,933,164
6,914,482
Creditors: amounts falling due within one year
18
(6,650,080)
(8,393,041)
Net current assets/(liabilities)
283,084
(1,478,559)
Total assets less current liabilities
14,058,874
12,722,930
Creditors: amounts falling due after more than one year
19
(9,724,560)
(10,476,318)
Provisions for liabilities
Provisions
22
86,970
108,960
Deferred tax liability
23
1,142,857
905,463
(1,229,827)
(1,014,423)
Net assets
3,104,487
1,232,189
Capital and reserves
Called up share capital
25
1,089
1,067
Profit and loss reserves
3,103,398
1,231,122
Total equity
3,104,487
1,232,189

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

The financial statements were approved by the board of directors and authorised for issue on 7 April 2026 and are signed on its behalf by:
Mr S Davis
Director
Company registration number 13262716 (England and Wales)
AQUA COOLING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
1,067
1,036,817
1,037,884
Year ended 31 December 2024:
Profit and total comprehensive income
-
517,071
517,071
Dividends
10
-
(322,766)
(322,766)
Balance at 31 December 2024
1,067
1,231,122
1,232,189
Year ended 31 December 2025:
Profit and total comprehensive income
-
2,144,007
2,144,007
Issue of share capital
25
22
-
22
Dividends
10
-
(271,731)
(271,731)
Balance at 31 December 2025
1,089
3,103,398
3,104,487
AQUA COOLING LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
4,348,723
2,693,816
Income taxes paid
(72,149)
-
0
Net cash inflow from operating activities
4,276,574
2,693,816
Investing activities
Purchase of tangible fixed assets
(1,945,008)
(1,341,755)
Proceeds from disposal of tangible fixed assets
50,484
78,204
Interest received
4,056
797
Net cash used in investing activities
(1,890,468)
(1,262,754)
Financing activities
Proceeds from issue of shares
22
-
0
Repayment of borrowings
(583,333)
(166,417)
Repayment of bank loans
(79,879)
(77,634)
Payment of finance leases obligations
(286,018)
(385,482)
Interest paid
(67,289)
(85,413)
Dividends paid
(271,731)
(322,766)
Net cash used in financing activities
(1,288,228)
(1,037,712)
Net increase in cash and cash equivalents
1,097,878
393,350
Cash and cash equivalents at beginning of year
1,968,166
1,574,816
Cash and cash equivalents at end of year
3,066,044
1,968,166
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Aqua Cooling Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 6, Brickfield Lane, Chandler's Ford, Eastleigh, England, SO53 4DP.

1.1
Basis of preparation

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The accounts only present the accounts of the company not the consolidated accounts of the group. The company has relied upon the exemption from preparing group accounts contained within section 402 of the Companies Act 2006 since all of the company's subsidiaries were non-trading throughout the year and taken together, their inclusion in consolidated accounts would not, in the opinion of the directors, be material for giving a true and fair view in accordance with section 405 of the Companies Act 2006.

1.2
Going concern

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

1.3
Revenue

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

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue is recognised when

(a) the significant risks and rewards of ownership have transferred to the buyer,

(b) the company retains no continuing involvement or control over the goods

(c) the amount of revenue can be measured reliably

(d) it is probable that future economic benefits will flow to the entity, and

(e) when the specific criteria relating as set out below have been met;

The company recognises revenue from the following major sources:

- Capital Sales

- Provision of Services

- Hire of Equipment

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Capital Sales

Revenue is recognised on delivery to the customer when the title and the risks and rewards of ownership have substantially transferred to the customer. Both the persuasive evidence of a sales arrangement and fixed or determinable price criteria are deemed to be satisfied upon receipt of an executed and legally binding sales agreement or contract that clearly defines the terms and conditions of the transaction including the respective obligations of the parties. If the defined terms allow conditions allow variability in all or a component of the price, revenue is not recognised until such time that the price becomes fixed or determinable.

Provision of Services

Service revenue is recognised in the period in which the services are provided in accordance with the stage of completion of the contract and based on the selling price of the services provided.

The company also enters into maintenance and extended warranty contracts with customers. Revenue related to these services is recognised on a straight line basis over the duration of the contract, unless the cost of providing these services is incurred on a basis other than straight line. In these circumstances, revenue is recognised over the contract period in proportion to the costs expected to be incurred in performing the service.

Hire of Equipment

Rental income is recognised in the period in which the equipment is rented.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of businesses 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, which is 20 years.

1.5
Tangible fixed assets

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:

Freehold property
Straight line over 15 years, land is not depreciated and straight line over 33 years
Leasehold land and buildings
Straight line over 15 years
Plant and machinery
Straight line over 3 years
Computer and office equipment
Between 3 & 5 years straight line
Motor vehicles
Straight line over 5 years
Hire Fleet
Between 3 & 10 years straight line

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 credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

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

1.7
Stocks

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.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

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

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

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

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.15
Leases
As lessee

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 lease s asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.17

Research and Development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale, Rental and Service
19,927,795
18,595,128
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 17 -
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
19,638,932
18,534,273
Europe
279,434
3,261
Rest of the World
9,429
57,594
19,927,795
18,595,128
2025
2024
£
£
Other revenue
Interest income
4,056
797
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(18,733)
72,180
Fees payable to the company's auditor for the audit of the company's financial statements
17,750
16,750
Depreciation of owned tangible fixed assets
1,090,112
983,903
Depreciation of tangible fixed assets held under finance leases
170,291
151,670
Impairment of tangible fixed assets
857,981
-
0
Profit on disposal of tangible fixed assets
(6,630)
(49,447)
Amortisation of intangible assets
208,469
208,468
Operating lease charges
315,697
298,711
5
Employees

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

2025
2024
Number
Number
Administration
17
23
Sales
30
29
Service
24
26
Total
71
78
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
4,221,331
4,420,507
Social security costs
581,492
541,082
Pension costs
302,186
277,681
5,105,009
5,239,270
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
449,900
439,882
Company pension contributions to defined contribution schemes
79,808
29,808
529,708
469,690

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 4).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
105,047
102,161
Company pension contributions to defined contribution schemes
7,452
7,452
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
4,056
797
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
4,056
797
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
33,590
32,142
Other finance costs
Interest on finance leases and hire purchase contracts
33,699
53,271
67,289
85,413
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
458,486
71,558
Adjustments in respect of prior periods
591
(18,374)
Total current tax
459,077
53,184
Deferred tax
Origination and reversal of timing differences
237,394
238,267
Total tax charge
696,471
291,451

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:

2025
2024
£
£
Profit before taxation
2,840,478
808,522
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
710,120
202,131
Tax effect of expenses that are not deductible in determining taxable profit
1,183
2,797
Amortisation on assets not qualifying for tax allowances
52,117
52,117
Under/(over) provided in prior years
591
(18,374)
Accelerated capital allowances
(67,540)
52,780
Taxation charge for the year
696,471
291,451
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Dividends
2025
2024
2025
2024
Per share
Per share
Total
Total
£
£
£
£
Ordinary
Interim paid
185.00
185.30
189,379
189,379
Ordinary A
Interim paid
925.30
1,990.85
82,352
133,387
Total dividends
Interim paid
271,731
322,766
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Property, plant and equipment
13
857,981
-
0
Recognised in:
Administrative expenses
857,981
-
12
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
4,169,374
Amortisation and impairment
At 1 January 2025
729,640
Amortisation charged for the year
208,469
At 31 December 2025
938,109
Carrying amount
At 31 December 2025
3,231,265
At 31 December 2024
3,439,734
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
13
Tangible fixed assets
Freehold property
Leasehold land and buildings
Plant and machinery
Computer and office equipment
Motor vehicles
Hire Fleet
Total
£
£
£
£
£
£
£
Cost
At 1 January 2025
3,204,091
7,471
70,352
1,030,054
44,812
8,321,941
12,678,721
Additions
-
0
-
0
-
0
218,742
128,071
1,598,195
1,945,008
Disposals
-
0
-
0
-
0
(73,730)
-
0
(404,293)
(478,023)
At 31 December 2025
3,204,091
7,471
70,352
1,175,066
172,883
9,515,843
14,145,706
Depreciation and impairment
At 1 January 2025
294,146
124
30,572
141,993
5,041
2,275,716
2,747,592
Depreciation charged in the year
106,319
498
5,658
48,506
25,501
1,073,921
1,260,403
Impairment losses
-
0
-
0
-
0
857,981
-
0
-
0
857,981
Eliminated in respect of disposals
-
0
-
0
-
0
(73,730)
-
0
(360,439)
(434,169)
At 31 December 2025
400,465
622
36,230
974,750
30,542
2,989,198
4,431,807
Carrying amount
At 31 December 2025
2,803,626
6,849
34,122
200,316
142,341
6,526,645
9,713,899
At 31 December 2024
2,909,945
7,347
39,780
888,061
39,771
6,046,225
9,931,129

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
127,730
39,771
Hire Fleet
950,666
1,097,294
1,078,396
1,137,065
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Tangible fixed assets
(Continued)
- 22 -

More information on impairment movements in the year is given in note 11.

14
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
15
830,626
830,626
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Aqua Cooling Solutions Holdings Limited
Non Trading
Ordinary
100.00
Aqua Cooling Services Limited
Non Trading
Ordinary
100.00
Aqua Cooling Hire Limited
Non Trading
Ordinary
100.00
Aqua Cooling Solutions Limited
Non Trading
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Aqua Cooling Solutions Holdings Limited
636,749
-
0
Aqua Cooling Services Limited
264,318
-
0
Aqua Cooling Hire Limited
(69,457)
0
-
0
Aqua Cooling Solutions Limited
636,747
-
0

The registered office of all subsidiaries is Unit 6, Brickfield Lane, Chandlers Ford Industrial Estate, Chandlers Ford, Eastleigh, SO53 4DP

16
Stocks
2025
2024
£
£
Work in progress
152,463
115,367
Finished goods and goods for resale
577,986
1,390,936
730,449
1,506,303
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
17
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,444,001
2,560,723
Amounts owed by group undertakings
75,000
75,000
Other debtors
123,137
149,920
Prepayments and accrued income
494,533
654,370
3,136,671
3,440,013
18
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
20
82,152
79,823
Obligations under finance leases
21
190,903
390,704
Other borrowings
20
583,333
583,333
Trade creditors
1,514,224
3,230,692
Amounts owed to group undertakings
906,609
906,609
Corporation tax
458,486
71,558
Other taxation and social security
326,165
842,216
Deferred income
1,306,386
1,360,645
Other creditors
55,732
48,402
Accruals and deferred income
1,226,090
879,059
6,650,080
8,393,041
19
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
20
917,620
999,828
Obligations under finance leases
21
141,023
227,240
Other borrowings
20
8,665,917
9,249,250
9,724,560
10,476,318
Creditors which fall due after five years are payable as follows:
Payable by instalments
629,688
709,001

Included within other creditors above are loan notes totalling £9,249,250 (2024: £9,832,583). These are unsecured loan notes due to mature in 2031 and attract interest at 5% fixed rate. No interest has been accrued on these loan notes as of the balance sheet date because the Interest has been waived in 2024 and 2025. Whilst these loan notes can be repaid on demand, the directors have confirmed that there is no obligation to repay them until the company is in a position to do so. There is no intention for the loan notes to be repaid within 12 months of the reporting date, therefore this amount has been shown as a non current liability.

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
20
Loans and overdrafts
2025
2024
£
£
Bank loans
999,772
1,079,651
Other loans
9,249,250
9,832,583
10,249,022
10,912,234
Payable within one year
665,485
663,156
Payable after one year
9,583,537
10,249,078

The mortgage facility is held over 15 years and attracts interest at a rate of 2.14% above the Bank of England base rate. The loan is secured against the property itself, Unit 6 Brickfield Lane, Chandlers Ford, and its associated assets and also a debenture against Aqua Cooling Limited.

21
Finance lease obligations
2025
2024
Amounts due:
£
£
Within one year
190,903
390,704
After more than one year
141,023
227,240
331,926
617,944
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
190,903
390,704
In two to five years
141,023
227,240
331,926
617,944

Lombard asset finance loans are held over 5 years and 2 years, and attract interest at rates of 6.05% fixed and 8.01% fixed. Security is held against the assets themselves as well as cross company guarantees held with fellow group companies.

22
Provisions for liabilities
2025
2024
£
£
Warranty Provision
86,970
108,960
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Provisions for liabilities
(Continued)
- 25 -
Movements on provisions:
Warranty Provision
£
At 1 January 2025
108,960
Additional provisions in the year
202,081
Utilisation of provision
(224,071)
At 31 December 2025
86,970
23
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
1,142,857
905,463
2025
Movements in the year:
£
Liability at 1 January 2025
905,463
Charge to profit or loss
237,394
Liability at 31 December 2025
1,142,857
24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
302,186
277,681

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
25
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 10p each
10,000
10,000
1,000
1,000
Ordinary A of 10p each
892
669
89
67
10,892
10,669
1,089
1,067

The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

On 28th January 2025, 223 Ordinary A Shares of £0.10 each were allotted and paid. The Ordinary A Shares do not have voting rights.

26
Financial commitments, guarantees and contingent liabilities

Lombard asset finance loans are secured against the assets under leases and cross company guarantees held with fellow group companies.

27
Operating lease commitments
As lessee

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

2025
2024
£
£
Within one year
270,037
303,542
In two to five years
259,355
339,871
529,392
643,413
28
Related party transactions
Remuneration of key management personnel

All directors are considered to be key management personnel. These costs are disclosed within the directors remuneration note.

Other information

The company has taken advantage of the exemption available in section 33.1A of FRS102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
29
Directors' transactions

Dividends totalling £271,731 (2024 - £322,766) were paid in the year in respect of shares held by the company's directors.

Loan notes of £7,499,250 (2024: £9,832,583) included in creditors are owed to Mr S P Davis, Mr P S Wilson, Mr R C Wilson, who are directors of the company. See note 19 for further details.

30
Ultimate controlling party

The directors consider that there is no ultimate controlling party of the company.

31
Foreign Currency Commitment

At 31 December 2025, the company had no foreign exchange forward contracts in place (2024: total commitment to purchase £505,604 of Euros within 12 months from the balance sheet date).

32
Cash generated from operations
2025
2024
£
£
Profit after taxation
2,144,007
517,071
Adjustments for:
Taxation charged
696,471
291,451
Finance costs
67,289
85,413
Investment income
(4,056)
(797)
Gain on disposal of tangible fixed assets
(6,630)
(49,447)
Amortisation and impairment of intangible assets
208,469
208,468
Depreciation and impairment of tangible fixed assets
2,118,384
1,135,573
(Decrease)/increase in provisions
(21,990)
26,328
Movements in working capital:
Decrease/(increase) in stocks
775,854
(107,764)
Decrease in debtors
303,342
409,178
(Decrease)/increase in creditors
(1,932,417)
178,342
Cash generated from operations
4,348,723
2,693,816
AQUA COOLING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
33
Analysis of changes in net debt
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,968,166
1,097,878
3,066,044
Borrowings excluding overdrafts
(10,912,234)
663,212
(10,249,022)
Lease liabilities
(617,944)
286,018
(331,926)
(9,562,012)
2,047,108
(7,514,904)
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