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Registered number: 03112873 AERMEC UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
AERMEC UK LIMITED COMPANY INFORMATION
Directors | M Gioachin
| P Lawrence
Company secretary | P Hughes
Registered number | 03112873
Registered office | Charles Lake House
| Claire Causeway
| Crossways Business Park
| Dartford
| Kent
| DA2 6QA
Independent auditor | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditor
| Charles Lake House
| Claire Causeway
| Crossways Business Park
| Dartford
| Kent
| DA2 6QA
Bankers | Natwest Bank plc
| 5 The Mall
| London Road
| Swanley
| Kent
| BR8 7YZ
AERMEC UK LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11
Statement of cash flows | 12 - 13
Notes to the financial statements | 14 - 25
AERMEC UK LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025.
Business review
Each year, the directors of Aermec UK undertake a rolling three-year planning process. This process is informed by the Group’s overall strategy, planned initiatives, expansion objectives, and prevailing market conditions. Based on these factors, the directors prepare forecasts of expected turnover and earnings for the relevant financial years. These forecasts establish medium-term targets for each strategic initiative and provide a basis for measuring performance. Since 2016, the Company’s strategic plans have consistently aligned with its financial performance. The 2026 strategic plan remains broadly consistent with that of 2025, and the directors are pleased to report that performance for 2025 met expectations. In the first quarter of 2026, the Company anticipates additional research and development costs associated with new product lines launched in Q4 2025. During the year, the Company advanced a number of strategic initiatives aligned with the rapid growth in AI-driven infrastructure. This includes the development of specialised equipment and a structured commissioning playbook tailored for AI data centre applications, with particular focus on high-density, on-chip cooling environments. The Company has successfully commissioned several smaller-scale data centre installations using these solutions, demonstrating both product capability and the effectiveness of the defined commissioning approach. In parallel, the Company has progressed the integration of artificial intelligence within building systems and HVAC equipment. This initiative enables enhanced system control, performance optimisation, and predictive maintenance capabilities. Importantly, these developments can be retrofitted to existing machines already in operation, providing a scalable opportunity to improve efficiency and functionality across the installed base. The directors consider these initiatives to be strategically significant, supporting both future growth in emerging AI infrastructure markets and added value from the existing product portfolio. Aermec continues to believe that teamwork, combined with professionalism across all aspects of HVAC equipment supply and aftersales service, will remain fundamental to its future success. This principle, established by founder Giordano Riello, has underpinned the business since 1961 and remains central to its operations.
Principal risks and uncertainties
The principal risks and uncertainties facing the business include exposure to foreign exchange fluctuations and the ongoing challenge of managing increasing demand within existing capacity constraints. The board of directors continuously evaluates these risks and develops plans to mitigate potential impacts.
Financial key performance indicators
The directors consider turnover and gross margin to be the primary financial key performance indicators for the business. Page 1
AERMEC UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Other key performance indicators
In addition to financial metrics, the board regularly reviews a broader set of key performance indicators to assess overall business performance. While a formal annual review is conducted, this is supported by continuous monitoring of strategy execution and performance throughout the year. Strategic initiatives are driven and owned by the UK leadership team to ensure accountability and alignment with business objectives. This report was approved by the board and signed on its behalf.
P Lawrence Director
Date: 11 May 2026
Page 2
AERMEC UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £1,164,851 (2024 - £2,132,046). During the year dividends were voted of £4,000,000 (2024 - £Nil).
Directors
The directors who served during the year were:
M Gioachin
P Lawrence
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information. Page 3
AERMEC UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditor
Since the last year was completed the audit engagement was transferred from Barnes Roffe LLP to Barnes Roffe Audit Limited as part of a business transfer. For the purposes of ISA compliance this is therefore considered to be a continuing relationship rather than a new engagement. This report was approved by the board and signed on its behalf.
M Gioachin Director
Date: 11 May 2026
Page 4
AERMEC UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AERMEC UK LIMITED
Opinion
We have audited the financial statements of Aermec UK Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the company's affairs as at 31 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 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 5
AERMEC UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AERMEC UK LIMITED (CONTINUED)
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.
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 Strategic report and the Directors' report 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.
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 Strategic report or 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 3, 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 6
AERMEC UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AERMEC UK LIMITED (CONTINUED)
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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: • The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the construction and hire industry which the company operates in; • The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows; o Companies Act 2006 o FRS102 o Health and Safety legislation o Employment legislation o Tax legislation o Environmental Agency - Waste Regulations 2011 o ISO standards 9001 & 14001; and o FGAS. • We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting relevant correspondence; and • Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit; and We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: • Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud; • Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; • Reviewing the financial statements and testing the disclosures against supporting documentation; • Performing analytical procedures to identify any unusual or unexpected trends or anomalies; • Inspecting and testing journal entries to identify unusual or unexpected transactions; • Assessing whether judgement and assumptions made in determining significant accounting estimates, including stock provisions and the useful economic lives of tangible fixed assets, were indicative of management bias; and • Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business. Page 7
AERMEC UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AERMEC UK LIMITED (CONTINUED) The areas that we identified as being susceptible to misstatement through fraud were: • Management bias in the estimates and judgements made; • Management override of controls; and • Posting of unusual journals or transactions. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's 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. Jamie Hall (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants Statutory Auditor Charles Lake House Claire Causeway Crossways Business Park Dartford Kent DA2 6QA Date: 13 May 2026 Page 8
AERMEC UK LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 35,233,462 | 41,521,746
Cost of sales |  | (30,577,553) | (35,847,887)
Gross profit |  | 4,655,909 | 5,673,859
Administrative expenses |  | (3,214,683) | (2,897,727)
Operating profit |  | 1,441,226 | 2,776,132
Interest receivable and similar income | 8 | 145,531 | 107,925
Interest payable and similar expenses | 9 | (4,531) | -
Profit before tax |  | 1,582,226 | 2,884,057
Tax on profit | 10 | (417,375) | (752,011)
Profit for the financial year |  | 1,164,851 | 2,132,046
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 14 to 25 form part of these financial statements.
Page 9
AERMEC UK LIMITED REGISTERED NUMBER: 03112873 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 1,664,366 |  | 1,769,580
Current assets |  |  |  |  |
Stocks | 13 | 7,077,206 |  | 5,519,779 |
Debtors: amounts falling due within one year | 14 | 14,539,765 |  | 3,864,878 |
Cash at bank and in hand | 15 | 5,248,570 |  | 10,756,046 |
|  | 26,865,541 |  | 20,140,703 |
Creditors: amounts falling due within one year | 16 | (24,847,350) |  | (15,347,728) |
Net current assets |  |  | 2,018,191 |  | 4,792,975
Total assets less current liabilities |  |  | 3,682,557 |  | 6,562,555
Provisions for liabilities |  |  |  |  |
Deferred tax | 17 | (159,895) |  | (177,992) |
Other provisions | 18 | (1,408,681) |  | (1,435,433) |
|  |  | (1,568,576) |  | (1,613,425)
Net assets |  |  | 2,113,981 |  | 4,949,130
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 1,000 |  | 1,000
Share premium account |  |  | 143,624 |  | 143,624
Capital redemption reserve |  |  | 125 |  | 125
Profit and loss account |  |  | 1,969,232 |  | 4,804,381
|  |  | 2,113,981 |  | 4,949,130
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M Gioachin | P Lawrence
Director | Director
Date: 11 May 2026 |
The notes on pages 14 to 25 form part of these financial statements. Page 10
AERMEC UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2025 | 1,000 | 143,624 | 125 | 4,804,381 | 4,949,130
Profit for the year | - | - | - | 1,164,851 | 1,164,851
Dividends: Equity capital | - | - | - | (4,000,000) | (4,000,000)
At 31 December 2025 | 1,000 | 143,624 | 125 | 1,969,232 | 2,113,981
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 1,000 | 143,624 | 125 | 2,672,335 | 2,817,084
Profit for the year | - | - | - | 2,132,046 | 2,132,046
At 31 December 2024 | 1,000 | 143,624 | 125 | 4,804,381 | 4,949,130
| The notes on pages 14 to 25 form part of these financial statements.
Page 11
AERMEC UK LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 1,164,851 | 2,132,046
Adjustments for: |  |
Depreciation of tangible assets | 135,810 | 126,096
Loss on disposal of tangible assets | - | 18,708
Interest paid | 4,531 | -
Interest received | (145,531) | (107,925)
Taxation charge | 417,375 | 752,011
(Increase)/decrease in stocks | (1,557,427) | 6,128,596
(Increase)/decrease in debtors | (10,356,209) | 2,836,378
Increase/(decrease) in creditors | 9,499,622 | (9,355,284)
(Decrease)/increase in provisions | (26,752) | 266,067
Corporation tax (paid) | (754,150) | (549,738)
Net cash generated from operating activities | (1,617,880) | 2,246,955
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (30,596) | (330,093)
Sale of tangible fixed assets | - | 76,813
Interest received | 145,531 | 107,925
Net cash from investing activities | 114,935 | (145,355)
Page 12
AERMEC UK LIMITED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Dividends paid | (4,000,000) | -
Interest paid | (4,531) | -
Net cash used in financing activities | (4,004,531) | -
Net (decrease)/increase in cash and cash equivalents | (5,507,476) | 2,101,600
Cash and cash equivalents at beginning of year | 10,756,046 | 8,654,446
Cash and cash equivalents at the end of year | 5,248,570 | 10,756,046
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,248,570 | 10,756,046
| 5,248,570 | 10,756,046
The notes on pages 14 to 25 form part of these financial statements.
Page 13
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Aermec UK Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is Charles Lake House, Claire Causeway, Crossways Business Park, Dartford, Kent, DA2 6QA. The principal activity of the company is that of the supply, installation, and maintenance of air conditioning equipment. 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 (see note 3). The following principal accounting policies have been applied:
| 2.2 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the company has transferred the significant risks and rewards of ownership to the buyer; ∙the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 14
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Operating leases: the company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Pensions
Defined contribution pension plan The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the company in independently administered funds.
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 15
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following bases:
|  |  |  | Freehold property | - | 2 - 10% straight-line
|  |  |  | Plant and machinery | - | 10% straight-line
|  |  |  | Motor vehicles | - | 25% straight-line
|  |  |  | Fixtures and fittings | - | 10 - 25% straight-line
|  |  |  | Office equipment | - | 25% straight-line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.9 | Stocks and Work in Progress
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.10 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management. Page 16
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.13 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.14 | Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
| 2.15 | 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. Page 17
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Key accounting estimates and assumptions 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, if the revision affects only that period. If the revision affects both current and future periods then the revision is recognised in the current and future periods. Critical judgements in applying the company's accounting policies: Work in Progress The company makes key assumptions in determining the valuation of work in progress based on current purchases made relating to ongoing jobs together with assessing the stage of completion of the work. As at the year end work in progress totalled £6,979,390 (2024 - £5,452,341). Warranty Provision A provision is made for claims under warranties that the company gives on some of its products. The company makes a key assumption in determining the valuation of warranty provisions. As at the year end the warranty provision totalled £1,408,681 (2024 - £1,435,433).
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Installations | 30,789,176 | 37,616,208
| Service | 4,444,286 | 3,905,538
|  | 35,233,462 | 41,521,746
| All turnover arose within the United Kingdom.
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AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Auditor's remuneration
| During the year, the company obtained the following services from the company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the company's financial statements | 23,100 | 19,425
| Fees payable to the company's auditor in respect of: |  |
| All other services | 50,711 | 41,107
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 1,867,078 | 1,629,657
| Social security costs | 216,111 | 177,008
| Cost of defined contribution scheme | 78,657 | 55,667
|  | 2,161,846 | 1,862,332
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 32 | 28
7. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 173,454 | 165,425
| Company contributions to defined contribution pension schemes | 7,156 | 6,145
|  | 180,610 | 171,570
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
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AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest received on tax paid | - | 9,262
| Bank and other interest receivable | 145,531 | 98,663
|  | 145,531 | 107,925
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest payable on overdue taxation | 4,531 | -
|  | 4,531 | -
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 435,472 | 693,187
| Deferred tax |  |
| Origination and reversal of timing differences | (18,097) | 58,824
| Tax on profit | 417,375 | 752,011
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AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,582,226 | 2,884,057
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 395,557 | 721,014
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 22,135 | 12,175
| Capital allowances for year in excess of depreciation | 17,780 | (40,002)
| Provision for deferred taxation | (18,097) | 58,824
| Total tax charge for the year | 417,375 | 752,011
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid | 4,000,000 | -
|  | 4,000,000 | -
Page 21
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2025 | 1,297,162 | 3,612 | 40,874 | 492,318 | 79,136 | 1,913,102
| Additions | - | - | - | 22,205 | 8,391 | 30,596
| At 31 December 2025 | 1,297,162 | 3,612 | 40,874 | 514,523 | 87,527 | 1,943,698
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | 46,979 | 3,612 | 7,791 | 51,957 | 33,183 | 143,522
| Charge for the year on owned assets | 40,105 | - | 10,219 | 64,894 | 20,592 | 135,810
| At 31 December 2025 | 87,084 | 3,612 | 18,010 | 116,851 | 53,775 | 279,332
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 1,210,078 | - | 22,864 | 397,672 | 33,752 | 1,664,366
| At 31 December 2024 | 1,250,183 | - | 33,083 | 440,361 | 45,953 | 1,769,580
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 97,816 | 67,438
| Work in progress | 6,979,390 | 5,452,341
|  | 7,077,206 | 5,519,779
Page 22
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 11,524,311 | 3,003,999
| Other debtors | 2,269,966 | 734,481
| Prepayments and accrued income | 745,488 | 126,398
|  | 14,539,765 | 3,864,878
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 5,248,570 | 10,756,046
|  | 5,248,570 | 10,756,046
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 981,812 | 1,297,660
| Corporation tax | - | 60,894
| Other taxation and social security | 49,822 | 603,803
| Other creditors | 22,509 | 14,321
| Accruals and deferred income | 23,793,207 | 13,371,050
|  | 24,847,350 | 15,347,728
17. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (177,992) | (119,168)
| Charged to profit or loss | 18,097 | (58,824)
| At end of year | (159,895) | (177,992)
Page 23
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 17.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (159,895) | (177,992)
|  | (159,895) | (177,992)
18. | Provisions
|  | Warranty provision
|  | £
| At 1 January 2025 | 1,435,433
| Charged to profit or loss | (26,752)
| At 31 December 2025 | 1,408,681
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024 - 1,000) Ordinary shares of £1.00 each | 1,000 | 1,000
20. | Pension commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund which amounted to £78,657 (2024 - £55,667). An amount was outstanding at year end of £Nil (2024 - £Nil). Page 24
AERMEC UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Commitments under operating leases
| At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 63,716 | 43,748
| Later than 1 year and not later than 5 years | 85,412 | 87,670
|  | 149,128 | 131,418
22. | Related party transactions
| During the year, the company carried out transactions with connected companies in the group headed by Giordano Riello International Group S.p.A as follows:
|  | 2025 | 2024
|  | £ | £
| Purchases | 23,346,555 | 14,177,076
| Sales | 221,464 | 300,961
| Trade debtor | 5,884,117 | 5,022,061
| Trade creditor | 166,506 | 508,285
| Dividend voted | 3,600,000 | -
| At the year end one director owes the company £155,274 (2024 - £181,276). This loan carries defined repayment terms and accrues interest at a rate of 2.25%. The directors have an interest in dividends voted of £400,000 (2024 - £Nil) during the year.
23. | Controlling party
The ultimate parent company is Giordano Riello International Group S.p.A., a company registered in Italy. The ultimate parent produces consolidated financial statements incorporating the results of Aermec UK Limited. These consolidated financial statements can be obtained from Via Roma 904/7, Bevilacqua, Verona, Italy, 37040.
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