REGISTERED NUMBER: 06293651 (England and Wales)

ECONOTHERM (UK) LIMITED

Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

G W Bright

SECRETARY:

L Martin

REGISTERED OFFICE:

Unit F1

Waterton Road

Bridgend

Bridgend

CF31 3YY

REGISTERED NUMBER:

06293651 (England and Wales)

AUDITORS:

MHA Audit Services LLP

Statutory Auditor

Elfed House

Oak Tree Court

Cardiff Gate Business Park

CARDIFF

County of Cardiff

CF23 8RS

FIXED ASSETS

Intangible assets

4

8,971

9,118

Tangible assets

5

321,631

307,920

330,602

317,038

CURRENT ASSETS

Stocks

68,136

77,214

Debtors

6

633,806

924,718

Cash at bank

30,852

286,695

732,794

1,288,627

CREDITORS

Amounts falling due within one year

7

(825,533

)

(1,330,982

)

NET CURRENT LIABILITIES

(92,739

)

(42,355

)

TOTAL ASSETS LESS CURRENT LIABILITIES

237,863

274,683

CREDITORS

Amounts falling due after more than one year

8

(53,948

)

(1,408,531

)

PROVISIONS FOR LIABILITIES

12

(16,306

)

(27,270

)

NET ASSETS/(LIABILITIES)

167,609

(1,161,118

)

CAPITAL AND RESERVES

Called up share capital

13

894,433

894,333

Share premium

4,694,752

2,422,811

Retained earnings

(5,421,576

)

(4,478,262

)

SHAREHOLDERS' FUNDS

167,609

(1,161,118

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the director and authorised for issue on 1 April 2026 and were signed by:

G W Bright - Director

1.	STATUTORY INFORMATION

Econotherm (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The financial statements are presented in Sterling (£), the company's functional currency, and rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements were previously prepared under International Financial Reporting Standards. The last financial statements prepared under IFRS was the year ended 31 December 2023.

Going concern

As part of its regular assessment of the prospects for the company, the Board reviews the cash flow forecast every month which included a detailed plan to 31 March 2027.

As a result of their considerations, alongside the support of its ultimate holding company, the directors have a reasonable expectation at the time of approving the financial statements that the company has adequate resources to continue in operational existence for the foreseeable future.

The directors have assessed the ability of the ultimate holding company to provide the necessary financial support as the need arises, and have concluded that, although not legally binding, a letter of support can be relied upon for a period of at least 12 months from the signing of the financial statements. Accordingly, the company continues to adopt the going concern basis in preparing its financial statements.

Turnover

Revenue represents the fair value of services provided during the year under review on client contracts. Revenue is recognised as contract activity progresses and the right to consideration is earned.

Development income is recognised in the Statement of Profit or Loss on a systematic basis over the periods in which the company recognises as expenses the related costs for which the funding is intended to contribute towards.

Interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable.

Intangible assets

Intangible assets are patent costs stated at cost less accumulated amortisation and any accumulated impairment losses. They are amortised over the estimated life of ten years using the straight line method. If there is an indication that there has been a significant change in the amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new expectation.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

10% on cost

Fixtures and Fittings

-

25% on cost

Motor vehicles

-

25% on cost

Property, plant and equipment are shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of items.

The assets' residual values and useful lives are reviewed, and if appropriate asset values are written down to their estimated recoverable amounts, at each balance sheet date. Gains and losses on disposals are

determined by comparing proceeds with the carrying amounts, and are included in the Statement of Profit or Loss.

Stocks

Stocks are valued at the lower of cost and selling price less costs to sell, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first in, first out (FIFO) method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the relevant instrument. Financial assets are derecognised when the rights to receive benefits have expired or been transferred, and the company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognised when the obligation is extinguished.

Non-derivative assets are classified as either receivables or cash and cash equivalents. They are stated at amortised cost using the effective rate of interest method, subject to reduction for allowances for estimated irrecoverable amounts. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of those receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cashflows, and is recognised in the statement of comprehensive income. For interest-bearing assets, their carrying value includes accrued interest receivable.

Trade and other receivables

Trade receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on the active market. They are included in current assets except for maturities greater than 12 months after the balance sheet date.

Trade receivables are initially recognised at fair value less provision for impairment. A provision is made when there is objective evidence that the company will not be able to collect the amounts due.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short term deposits.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

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

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period of the revision and future periods if the revision affects both current and future periods.

Recognition of income

Turnover represents the fair value of services provided during the year under review on client contracts. Turnover is recognised as contract activity progresses and the right to consideration is earned. This represents a risk as the turnover recognised is based on the company's assessment of the time and costs spent on the contract.

Recognition of grant income

Grant income is estimated based upon the parameters of the grant agreement. This can result in grants that are accrued and/or deferred at a period end. This represents a risk as the income recognised is based on the company's assessment of the allowable time and costs spent in relation to the grant claim.

Financial risk management

The company's operations expose it to a variety of financial risks that include credit and liquidity risk and the effects of changes in exchange rates and interest rates. The company has procedures to check the credit status of new customers and monitor the impact of exchange and interest rate movements.

Given the size of the company, the directors have not delegated the responsibility of monitoring the financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the company's finance department.

Provisions

Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of economic benefits will be required to settle the obligation and the amount has been reliably estimated. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised within finance charges. Provisions are not recognised for future operating losses. The company makes provision for any dilapidations payments which are due at the end of the life of operating leases.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2024 - 26 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2025

27,709

Additions

1,475

At 31 December 2025

29,184

AMORTISATION

At 1 January 2025

18,591

Amortisation for year

1,622

At 31 December 2025

20,213

NET BOOK VALUE

At 31 December 2025

8,971

At 31 December 2024

9,118

5.	TANGIBLE FIXED ASSETS

Improvements

Land and

to

Plant and

Property

property

machinery

£

£

£

COST

At 1 January 2025

196,359

30,296

730,613

Additions

126,496

-

1,143

Disposals

(196,359

)

-

(303,642

)

At 31 December 2025

126,496

30,296

428,114

DEPRECIATION

At 1 January 2025

196,359

5,562

521,066

Charge for year

32,054

10,393

31,753

Eliminated on disposal

(196,359

)

-

(297,411

)

At 31 December 2025

32,054

15,955

255,408

NET BOOK VALUE

At 31 December 2025

94,442

14,341

172,706

At 31 December 2024

-

24,734

209,547

Fixtures

and

Motor

Computer

Fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1 January 2025

80,529

92,566

1,890

1,132,253

Additions

-

-

-

127,639

Disposals

(34,929

)

-

-

(534,930

)

At 31 December 2025

45,600

92,566

1,890

724,962

DEPRECIATION

At 1 January 2025

63,167

36,289

1,890

824,333

Charge for year

5,674

27,823

-

107,697

Eliminated on disposal

(34,929

)

-

-

(528,699

)

At 31 December 2025

33,912

64,112

1,890

403,331

NET BOOK VALUE

At 31 December 2025

11,688

28,454

-

321,631

At 31 December 2024

17,362

56,277

-

307,920

Fixed assets, included in the above, which are held under finance leases are as follows:

Land and

Motor

Property

vehicles

Totals

£

£

£

COST

At 1 January 2025

196,359

82,217

278,576

Additions

126,496

-

126,496

Disposals

(196,359

)

-

(196,359

)

At 31 December 2025

126,496

82,217

208,713

DEPRECIATION

At 1 January 2025

196,359

30,252

226,611

Charge for year

32,054

25,236

57,290

Eliminated on disposal

(196,359

)

-

(196,359

)

At 31 December 2025

32,054

55,488

87,542

NET BOOK VALUE

At 31 December 2025

94,442

26,729

121,171

At 31 December 2024

-

51,965

51,965

6.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

285,053

-

Other debtors

5,240

278

VAT

-

24,746

Prepayments and accrued income

291,070

847,251

581,363

872,275

Amounts falling due after more than one year:

Tax receivable

52,443

52,443

Aggregate amounts

633,806

924,718

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Finance leases (see note 9)

66,872

22,400

Trade creditors

79,156

157,226

Amounts owed to group undertakings

3,191

440,157

Social security and other taxes

31,352

23,426

VAT

4,505

-

Other creditors

36,363

162,752

Deferred income

502,942

327,263

Accrued expenses

101,152

197,758

825,533

1,330,982

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Finance leases (see note 9)

49,867

23,374

Amounts owed to group undertakings

-

1,344,469

Other creditors

4,081

40,688

53,948

1,408,531

9.	LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases

2025

2024

£

£

Net obligations repayable:

Within one year

66,872

22,400

Between one and five years

49,867

23,374

116,739

45,774

Amounts recognised in the balance sheet

The balance shows the following amounts relating to leases:

Right-of-use assets

2025

2024

£

£

Buildings

94,442

-

Vehicles

26,729

51,965

121,171

51,965

Lease Liabilities

Current

66,872

22,400

Non-current

49,867

23,374

116,739

45,774

Additions to the right-of-use assets during the 2025 financial year were £126,496 (2024 - £48,627).

Amounts recognised in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

2025

2024

£

£

Depreciation charge of right-of-use assets

Buildings

32,054

40,318

Vehicles

25,236

18,721

57,290

59,039

Interest expense (included in finance costs)

4,061

2,135

The total cash outflow for leases in 2025 was £64,929 (2024 - £68,930).

The company leases various warehousing and vehicles. Rental contracts are typically made for fixed periods from 3 years to 5 years. Car leasing contracts are typically 3 years in length.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the fixed payments, less any lease incentives.

To determine the incremental borrowing rate, the company uses the rate that it would have to pay to borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic environment with similar terms, security and conditions.

Right of use assets are measured at cost compromising the amount of the initial measurement of lease liability.

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Finance leases

116,739

45,774

Other creditors

24,566

43,078

141,305

88,852

Lease liabilities are secured on the fixed assets to which they relate. A director has also personally guaranteed £5,506 of the lease liability and the full value of other creditors shown above.

11.	FINANCIAL INSTRUMENTS

2025

2024

£

£

Financial assets

Financial assets measured at amortised cost

537,856

1,075,121

2025

2024

£

£

Financial liabilities

Financial liabilities measured at amortised cost

233,238

558,424

Financial assets measured at amortised cost comprise cash, trade debtors and other debtors.

Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.

The total interest income and interest expense for financial assets and liabilities that are not measured at fair value through the profit and loss was £2,515 (2024 - £941) and £263,332 (2024 - £237,504) respectively.

12.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Other provisions

16,306

27,270

Other

provisions

£

Balance at 1 January 2025

27,270

New provisions in the year

5,698

Released in the year

(16,662

)

Balance at 31 December 2025

16,306

"Other provisions" represents the company's warranty provision.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

894,433

Ordinary

£1

894,433

894,333

On 16 December 2025 the company converted intercompany debt to equity, issuing an additional 100 £1 ordinary shares at a premium of £2,271,941.

14.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Laura Farrow MSc BSc FCA (Senior Statutory Auditor)

for and on behalf of MHA Audit Services LLP

MHA is the trading name of MHA Audit Services LLP, a limited liability

partnership in England and Wales (registered number OC455542)

15.	CONTINGENT LIABILITIES

The Company annually receives grant funding in respect of many initiatives. The purpose of these grants is to support ongoing eligible project expenditure. Should any of the grants conditions not be met, then the grant may fall due for repayment.

16.	RELATED PARTY DISCLOSURES

During the year, the company transacted with the following related parties:

M Boocock

Key management personnel

M Farr

Key management personnel

(Until 28/02/2025

)

G Bright

Key management personnel

(From 27/11/2025

)

During the year, the company had the following transactions and balances with its related parties:

2025

2024

£

£

Key management personnel compensation

147,557

148,716

Transactions/balances with parent company:

Loan creditor

-

1,784,626

Purchases from parent company

-

22,911

Loan interest payable

254,182

220,321

Issue of shares

100

-

Transactions/balances with other group companies:

Trade creditor

3,191

4,861

Purchases

137,450

22,234

Sales

85,597

-

Econotherm Ltd was taken over by Thermal Science International BV on 4th July 2023.