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Registered number: 04599023 HRS INTERNATIONAL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
HRS INTERNATIONAL LIMITED COMPANY INFORMATION
Directors | J A Thomas
| D S Williamson
| I C Sheriff
Company secretary | I C Sheriff
Registered number | 04599023
Registered office | Lytchett House
| 13 Freeland Park
| Wareham Road
| Poole
| Dorset
| BH16 6FA
Independent auditors | Wilder Coe Ltd
| Chartered Accountants and Statutory Auditors
| 1st Floor Sackville House
| 143-149 Fenchurch Street
| London
| EC3M 6BL
HRS INTERNATIONAL LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditors' Report | 4 - 7
Statement of Income and Retained Earnings | 8
Balance Sheet | 9
Notes to the Financial Statements | 10 - 18
HRS INTERNATIONAL LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
HRS International Limited has its head office in the UK, and is the immediate parent company for HRS’s subsidiaries in India and the USA.
Business review
During 2025, the Company received royalties of £467,901 (2024: £473,671) and dividends of £1,082,129 (2024: £1,997,788) from its Indian subsidiary. The decrease in dividends followed a decrease in the profitability of the Indian company coupled with the distribution of excess funds from prior years. A new royalty agreement with the Indian subsidiary was agreed in March 2022, backdated to 31st March 2021, for a period of ten years. The agreement provides for a royalty of 2.5% on the Indian sales to cover the use of all HRS brands, technology, and other intellectual property within India. In July 2021, the entire share capital of the parent company, HRS Investments Limited, was acquired by Exchanger Industries UK Ltd. In order to repay the banking facilities within the Indian subsidiary, a loan as detailed in Note 11 was provided by Exchanger Industries UK Ltd to the Company, and a subsequent loan was made by the Company to the Indian subsidiary. Overall, the Company's profit before tax decreased from £2,406,009 in 2024 to £1,552,598 in 2025.
Principal risks and uncertainties
The principal risks and uncertainties affecting the group primarily relate to economic conditions affecting India and the USA, which may affect the level of turnovers and profitability within these regions. In addition, currency fluctuations will affect the profitability of the Company through the translation of the Indian Rupees, Euros, and United States Dollar transactions back into Sterling. During 2022 a longer term royalty arrangement between the Company and India was implemented to ensure that the agreement remains relevant to the provisions and services provided to the Indian subsidiary. The Indian business remains strong with expectations of its continuous growth and the improved profitability and growth of the USA business is also expected to continue.
Financial key performance indicators
The Company looks to provide annual increasing dividend returns to its parent company each year. In 2025 the parent company took the decision that it did not require dividends from the Company and therefore no dividends were declared. This report was approved by the board on 6 May 2026 and signed on its behalf.
J A Thomas Director
Page 1
HRS INTERNATIONAL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the audited 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; 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 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.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Directors
The Directors who served during the year were:
M El Baroudi (resigned 17 February 2025)
J A Thomas
D S Williamson
I C Sheriff
Page 2
HRS INTERNATIONAL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 6 May 2026 and signed on its behalf.
J A Thomas Director
Page 3
HRS INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INTERNATIONAL LIMITED
Opinion
We have audited the financial statements of HRS International Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 4
HRS INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INTERNATIONAL LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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 2, 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 5
HRS INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INTERNATIONAL LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity: ∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax legislation and distributable profits legislation. ∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 6
HRS INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INTERNATIONAL LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Chris Gent BA FCA (Senior Statutory Auditor) for and on behalf of Wilder Coe Ltd Chartered Accountants and Statutory Auditors 1st Floor Sackville House 143-149 Fenchurch Street London EC3M 6BL 7 May 2026 Page 7
HRS INTERNATIONAL LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | As restated 2024
Note | £ | £
Turnover | 3 | 467,901 | 473,671
Gross profit |  | 467,901 | 473,671
Operating expenses |  | 16,752 | (27,411)
Operating profit | 5 | 484,653 | 446,260
Income from fixed assets investments |  | 1,082,129 | 1,997,788
Interest receivable and similar income |  | 34,348 | 32,831
Interest payable and similar expenses |  | (48,532) | (70,870)
Profit on ordinary activities before taxation |  | 1,552,598 | 2,406,009
Taxation on profit on ordinary activities | 7 | (337,788) | (539,806)
Profit on ordinary activities after taxation |  | 1,214,810 | 1,866,203
Retained earnings at the beginning of the year |  | 8,363,102 | 6,496,899
Profit for the year |  | 1,214,810 | 1,866,203
Retained earnings at the end of the year |  | 9,577,912 | 8,363,102
The notes on pages 10 to 18 form part of these financial statements.
Page 8
HRS INTERNATIONAL LIMITED REGISTERED NUMBER: 04599023 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | As restated 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 8 |  | 1,287,691 |  | 1,287,691
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 9 | 1,250,000 |  | 1,300,000 |
Debtors: amounts falling due within one year | 9 | 9,519,570 |  | 7,958,953 |
Cash at bank and in hand |  | 195,690 |  | 270,429 |
|  | 10,965,260 |  | 9,529,382 |
Creditors: amounts falling due within one year | 10 | (1,588,744) |  | (570,198) |
Net current assets |  |  | 9,376,516 |  | 8,959,184
Total assets less current liabilities |  |  | 10,664,207 |  | 10,246,875
Creditors: amounts falling due after more than one year | 11 |  | (825,795) |  | (1,623,273)
Provisions for liabilities |  |  |  |  |
Deferred tax | 12 | (250,000) |  | (250,000) |
|  |  | (250,000) |  | (250,000)
Net assets |  |  | 9,588,412 |  | 8,373,602
Capital and reserves |  |  |  |  |
Allotted, called up and fully paid share capital | 13 |  | 10,500 |  | 10,500
Profit and loss account | 14 |  | 9,577,912 |  | 8,363,102
Equity shareholders' funds |  |  | 9,588,412 |  | 8,373,602
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 May 2026.
J A Thomas
Director
The notes on pages 10 to 18 form part of these financial statements. Page 9
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
HRS International Limited (Company number: 04599023), having its registered office and principal place of business at Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA, is a private limited company incorporated in England and Wales. 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 Company is a parent company that is also a subsidiary included in the consolidated financial statements of its parent undertaking incorporated in England and Wales. The Company is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Financial Reporting Standard 102 - reduced disclosure exemptions: The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": • the requirement of Section 7 'Statement of Cash Flows'; • the requirement of Section 3 'Financial Statement Presentation' paragraph 3.17(d); and • the requirement of Section 11 'Basic Financial Instruments' paragraph 11.41. This information is included in the consolidated financial statements of Exchanger Industries UK Limited as at 31 December 2025 and these financial statements may be obtained from Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA. The Company has also taken advantage from the exemption in Financial Reporting Standard 102, Section 33.1A not to disclose transactions with group entities which are wholly owned by a member of the group. The following principal accounting policies have been applied:
| 2.2 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised: Rendering of services Turnover 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 turnover 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 10
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.4 | 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.
| 2.5 | Cash
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.
| 2.6 | 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. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.
| 2.7 | Creditors
Short-term creditors are measured at the transaction price. Page 11
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is British Pound Sterling (GBP). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Income and Retained Earnings except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.9 | Investment income
Investment income is made of the dividends received from subsidiaries.
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings. The current corporation 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 12
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | As restated 2024
|  |  |  |  | £ | £
| Royalties | 467,901 | 473,671
| All turnover arose within the rest of the world.
4. | Employees
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  | Directors | 3 | 4
| During the year, the directors received no emoluments (2024: £Nil).
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the company's annual financial statements | 8,650 | 7,350
| Exchange differences | (51,439) | 19,500
|  | (42,789) | 26,850
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 8,650 | 7,350
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 13
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Taxation
|  |  |  |  | 2025 | As restated 2024
|  |  |  |  | £ | £
| Foreign tax |  |
| Foreign tax on income for the year | 337,788 | 539,806
| Taxation on profit on ordinary activities | 337,788 | 539,806
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | As restated 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,552,598 | 2,406,009
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 388,150 | 601,502
| Effects of: |  |
| Foreign tax paid | 337,788 | 539,806
| Double taxation relief | (70,185) | (102,055)
| Exempt ABGH distributions | (270,533) | (499,447)
| Utilisation of group relief | (43,303) | -
| Utilisation of trading losses brought forward | (4,129) | -
| Total tax charge for the year | 337,788 | 539,806
| Factors that may affect future tax charges
There were trade losses of £21,648 (2024: £38,167) available to carry forward which may affect future tax charges Page 14
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 and 31 December 2025 | 1,287,691
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| HRS Process Systems Limited | 3rd Floor, Kalpataru Infinia, F.P. No.21, Old Mumbai-Pune Highway, Wakdewaki, Shivajinagar, Pune, Maharashtra, 411005, India | Ordinary | 86%
| HRS Process Technology Inc. | 1395 South Marietta Pkwy SE Building 700, Suite 740 Marietta, GA 30067 USA | Ordinary | 100%
9. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 1,250,000 | 1,300,000
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 9,494,006 | 7,932,503
| Prepayments and accrued income | 25,564 | 26,450
|  | 9,519,570 | 7,958,953
Page 15
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accruals and deferred income | 8,500 | 9,100
| Amounts owed to group undertakings | 1,580,244 | 561,098
|  | 1,588,744 | 570,198
11. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 825,795 | 1,623,273
| Interest is payable on the above loan at an assumed rate of 4.16%. There is no security against the loan.
| The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Repayable other than by instalments | 825,795 | 1,623,273
The loan is repayable in full in March 2032. There are no defined repayments set however repayments can be made periodically if required. Page 16
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (250,000) | (250,000)
| At end of year | (250,000) | (250,000)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Deferred tax on revalued investment | (250,000) | (250,000)
13. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10,500 (2024 - 10,500) ordinary shares of £1.00 each | 10,500 | 10,500
14. | Reserves
Profit and loss account Included within the profit and loss reserve of the Company, there are non-distributable reserves of £750,000 (2024: £750,000). Page 17
HRS INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Prior year adjustment
During the year ended 31 December 2025, the directors have identified adjustments to the previous year's financial statements. The directors consider that prior year adjustments are necessary in order to accurately reflect the true financial position of the Company as at 31 December 2025. Taxation on Overseas Dividends Received During the year, the directors reviewed the allocation of witholding tax paid by HRS Process Technology, an Indian subsidary, on behalf of HRS International. It was identified that HRS International had been historically recognising dividends recevied net of tax rather than gross dividends. This adjustment has been treated as a prior year restatement under FRS 102 Section 10.21 to reflect a correction of an error in the original allocation of the loan. The impact of the restatement on the prior year financial statements of the Company is as follows: Income from fixed asset investments have increased by £436,317. Taxation on profit on ordinary activities has increased by £436,317. The profit for the year on ordinary activites before taxation for the year ended 31 December 2024 of £1,969,692 has been restated to £2,406,009. Tthe profit on ordinary activites after taxation has remained unchanged for the year ended 31 December 2024 at £1,866,203.
16. | Related party transactions
| Included within amounts owed by group undertakings less than one year are amounts due from non-wholly owned subsidiaries of £293,792 (2024: £299,037). Included within amounts owed by group undertakings greater than one year are amounts due from non-wholly owned subsidiaries of £1,250,000 (2024: £1,300,000). During the year royalties, recognised as turnover, of £467,901 (2024: £473,671) were received from its subsidiaries.
17. | Immediate and ultimate parent undertaking
At 31 December 2025 and 31 December 2024, the Company's immediate parent undertaking was HRS Investments Limited, a company incorporated in England and Wales. As at 31 December 2025 and 31 December 2024, the Company's ultimate parent undertaking was Exchanger Industries Limited, a company incorporated in Canada. The smallest group in which the Company's results are consolidated is headed by Exchanger Industries UK Limited. These consolidated accounts are available to the public, and may be obtained from: Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA.
18. | Ultimate controlling party
As at 31 December 2025 and 31 December 2024, the ultimate controlling party is Cooperatie Nova Argent U.A. by virtue of its shareholding in the ultimate parent undertaking. Page 18