Registered number: 03737053
 

 

HRS INVESTMENTS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
 

FOR THE YEAR ENDED 31 DECEMBER 2025

HRS INVESTMENTS LIMITED

 

COMPANY INFORMATION

HRS INVESTMENTS LIMITED

 

CONTENTS

HRS INVESTMENTS LIMITED

 

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

 

HRS Investments Limited has its head office in the UK  and is the immediate parent company of HRS’s other UK companies, along with its overseas subsidiaries in Spain, Australia, Malaysia and New Zealand.

The HRS Group of Companies has evolved from the formation of Heat Recovery Systems Ltd in 1981, which sold products only into the UK market, to a global heat exchanger design and process solutions business operating at the forefront of thermal technology. The Group delivers innovative, customized engineering design solutions leveraging its global manufacturing footprint and supply chain expertise to customers in a variety of industries around the world. The Group has expanded over time through organic growth and acquisitions, and it currently has sales, design, and service outlets in each of the aforementioned locations, as well as in USA and India.

In July 2021, the entire share capital of the Company was purchased by Exchanger Industries UK Limited, a 100% owned subsidiary of Exchanger Industries Limited, a Canadian based market leader and globally recognised designer and manufacturer of heat transfer products for the energy, petrochemical, industrial, and clean power generation sectors.

 

During the year, the Company received management fees of £425,740 (2024: £429,426) from its subsidiaries.

The Company saw an overall loss of £332,531 (2024: Loss £983,994).

No dividends were declared in 2025 (2024: £nil).

 

The principal risks and uncertainties affecting the Company primarily relate to economic and trading conditions affecting its subsidiaries around the world, which may affect the level of profits within these regions. In addition, currency fluctuations will affect the profitability of the Company through the translation of primarily the Indian Rupee, Euro, and United States Dollar transactions back into Sterling.

 

The Company looks to provide an efficient head office function to its subsidiaries throughout the world.

The management fees that it charges for these services are primarily based on expected sales volumes of the individual subsidiaries. The Company’s costs are then expected to be in line with these management charges.

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HRS INVESTMENTS LIMITED

 

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

 

The directors of the Company present their Section 172(1) statement pursuant to the requirements of the Companies Act 2006. In performing their duty to promote the success of the Company for the benefit of its members as a whole, the directors have had regard to the matters set out in Section 172(1) of the Act.

As a holding company with minimal activity, HRS Investments Limited primarily supports the wider group. The Company has minimal employees aside from the directors. The Company's principal external relationships are with its related parties and a small number of suppliers.

In considering their decision-making processes during the year, the directors have had particular regard to the following key factors:
 

1.The likely long-term consequences of decisions - the directors are committed to ensuring the financial stability of the Company and the wider group. Decisions regarding intercompany loans are made with careful consideration of the Company's long-term financial position and liquidity requirements, as well as the group's operational needs.

2.The interests of the Company's employees - although the Company has a small number of employees, the directors ensure that their interests are considered. This includes providing a supporting and rewarding working environment, where employees can contribute to the Company and wider group's overall objectives. The directors are committed to offering fair compensation and supporting employee development. 

3.The need to foster the Company's business relationships with suppliers and others - while the Company has limited suppliers due to the nature of its activities, the directors ensure that supplier relationships are managed responsibly. Payments to suppliers are made on time and in accordance with agreed terms.

4.The impact of the Company's operations on the community and environment - as a holding Company with minimal operational activities, the Company's environmental impact is negligible. The directors remain mindful of the wider group's environmental responsibilities and ensure their decisions align with the group's broader sustainability objectives.

5.The desirability of maintaining a reputation for high standards of business conduct - the directors are committed to upholding high standards of governance, ensuring that the Company complies with all legal and regulatory requirements. Financial reporting is prepared in accordance with applicable standards, and transparency is maintained in all dealings with stakeholders.

6.The need to act fairly between members of the Company - the directors ensure that all decisions are taken in a manner that treats all shareholders fairly and equitably. They look to consider the best interests of the Company's shareholders as a whole, focusing on preserving the Company's financial health and ability to support the wider group. This includes ensuring that intercompany transactions are concluded on an arm's length basis where appropriate.

The directors will continue to act in a matter consistent with their duties under Section 172(1) as they oversee the Company's operations in support of the group.

This report was approved by the board on 30 April 2026 and signed on its behalf.

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HRS INVESTMENTS 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.

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.

The principal activity of the Company is a holding company for a process engineering group.

The directors who served during the year were:

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.

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HRS INVESTMENTS LIMITED

 

 

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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 30 April 2026 and signed on its behalf.

 

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HRS INVESTMENTS LIMITED

 

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INVESTMENTS LIMITED

 

We have audited the financial statements of HRS Investments 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 loss 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.

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.

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.

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.

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HRS INVESTMENTS LIMITED

 

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INVESTMENTS LIMITED (CONTINUED)

 

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.

 

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.

 

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.

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HRS INVESTMENTS LIMITED

 

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INVESTMENTS LIMITED (CONTINUED)

 

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 and pensions 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 include employment legislation.

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.

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HRS INVESTMENTS LIMITED

 

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRS INVESTMENTS LIMITED (CONTINUED)

 

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 & Statutory Auditors

1st Floor Sackville House

143-149 Fenchurch Street

London

EC3M 6BL

 
Date: 7 May 2026

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HRS INVESTMENTS LIMITED

 

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2025

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HRS INVESTMENTS LIMITED

REGISTERED NUMBER: 03737053

BALANCE SHEET

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf
30 April 2026.

The notes on pages 11 to 22 form part of these financial statements.

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

HRS Investments Limited (company number 03737053), 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

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 immediate 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 3 Abloy House, Hatters Lane, Watford, Hertfordshire, WD18 8AJ.

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:

The Company has made a loss of £332,531 (2024: £983,994) during the year and has net liabilities of £1,243,549 (2024: £911,018).

The Directors consider it appropriate to prepare the accounts on the going concern basis as the Company continues to have the support of Exchanger Industries Limited, the ultimate parent undertaking, so that it will be able to meet its liabilities as they fall due.

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. Turnover includes management charges raised to other group companies. 

Investments in subsidiaries are measured at cost less accumulated impairment.

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

Short-term debtors are measured at transaction price, less any impairment.

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.

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, 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.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.

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.

Short-term creditors are measured at the transaction price.

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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. 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'.

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 statement of income and retained earnings 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.

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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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, using the straight-line method.

Depreciation is provided on the following basis:

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 the Statement of Income and Retained Earnings.

The directors deem there to be no significant accounting estimates or key sources of estimation uncertainty other than deferred taxation which is detailed in accounting policy note 2.11.

Analysis of turnover by country of destination:

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

The Company has trading losses of £38,082 (2024: £38,082), non-trade loan relationship losses of £7,782 (2024: £7,872) and management expense losses of £2,238,460 (2024: £1,914,144) available to carry forward which may affect future tax charges.

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

The following were direct subsidiary undertakings of the Company:

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

The following were indirect subsidiary undertakings of the Company:

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HRS INVESTMENTS LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025