REGISTERED NUMBER: 02068216 (England and Wales)

TOMOE VALVE LTD.

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

I Yamamoto

A Yamamoto

SECRETARY:

D Cole

REGISTERED OFFICE:

Clearwater Road

Queensway Meadows Industrial

Estate

Newport

Gwent

NP19 4ST

REGISTERED NUMBER:

02068216 (England and Wales)

AUDITORS:

Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

FIXED ASSETS

Tangible assets

4

204,030

174,682

CURRENT ASSETS

Stocks

2,035,102

1,184,061

Debtors

5

2,081,285

1,257,863

Cash at bank

6

318,049

311,627

4,434,436

2,753,551

CREDITORS

Amounts falling due within one year

7

4,317,586

2,639,705

NET CURRENT ASSETS

116,850

113,846

TOTAL ASSETS LESS CURRENT LIABILITIES

320,880

288,528

PROVISIONS FOR LIABILITIES

8

138,000

138,000

NET ASSETS

182,880

150,528

CAPITAL AND RESERVES

Called up share capital

9

1,000,001

1,000,001

Share premium

9,585,461

9,585,461

Retained earnings

(10,402,582

)

(10,434,934

)

SHAREHOLDERS' FUNDS

182,880

150,528

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 26th May 2026 and were signed on its behalf by:

I Yamamoto - Director

1.	STATUTORY INFORMATION

Tomoe Valve Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and rebates allowed by the Company and value added taxes.

The Company recognises turnover when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the Company retains no continuing involvement or control over the goods; (c) the amount of turnover can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to the Company's sales channel has been met, as described below.

Sale of Goods

Sales of goods are recognised on either delivery to the customer or technical sign off. This occurs when the risks of obsolescence or loss have been transferred to the customer, the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed or the Company has objective evidence that all criteria for acceptance have been satisfied.

Sales are normally made with a credit term of 60 days. The element of financing is deemed immaterial and is disregarded in the measurement of turnover.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

Over the term of the lease

Plant and machinery

-

10% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

33% on cost

Patterns

-

33% on cost

Tangible assets under the cost model are stated at historical costs 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.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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 Income Statement.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Inventories are recognised as an expense in the period in which the related turnover is recognised.

Cost is determined on a first in, first out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the stock to its present location and condition. The cost of manufacturing finished goods and work in progress includes design costs, raw materials, direct labour and other direct costs and related production overheads (based on normal operating capacity).

At the end of each reporting period inventories are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the Income Statement. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the Income Statement.

Financial instruments

The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial Assets

Basic financial assets, including trade and other receivables, cash and bank balances and amounts owed by fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

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

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the assets are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third part without imposing additional restrictions.

(ii) Financial Liabilities

Basic financial liabilities, including trade and other payables and amounts owed from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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 translates using the exchange rate at the date of the transaction and non-monetary items measured at fair value and 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 Income Statement except when deferred in other income statement as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings are presented in the Income Statement within 'bank charges and interest'. All other foreign exchange gains and losses are presented in the Income Statement within 'administrative expenses'.

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 39 (2024 - 39 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1st January 2025

73,773

1,782,817

251,837

Additions

4,737

2,973

2,891

Disposals

-

-

-

At 31st December 2025

78,510

1,785,790

254,728

DEPRECIATION

At 1st January 2025

69,318

1,685,510

249,682

Charge for year

1,909

25,409

1,761

Eliminated on disposal

-

-

-

At 31st December 2025

71,227

1,710,919

251,443

NET BOOK VALUE

At 31st December 2025

7,283

74,871

3,285

At 31st December 2024

4,455

97,307

2,155

Motor

vehicles

Patterns

Totals

£

£

£

COST

At 1st January 2025

65,579

1,143,030

3,317,036

Additions

28,999

59,756

99,356

Disposals

-

(334,283

)

(334,283

)

At 31st December 2025

94,578

868,503

3,082,109

DEPRECIATION

At 1st January 2025

16,731

1,121,113

3,142,354

Charge for year

19,748

21,181

70,008

Eliminated on disposal

-

(334,283

)

(334,283

)

At 31st December 2025

36,479

808,011

2,878,079

NET BOOK VALUE

At 31st December 2025

58,099

60,492

204,030

At 31st December 2024

48,848

21,917

174,682

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,813,268

746,441

Amounts owed by group undertakings

31,124

388,939

Other debtors

449

1,756

VAT

88,078

6,665

Prepayments and accrued income

148,366

114,062

2,081,285

1,257,863

6.	CASH AT BANK

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.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

2,204,377

1,950,000

Trade creditors

673,192

208,195

Amounts owed to group undertakings

983,099

33,413

Social security and other taxes

48,221

60,118

Pension

13,098

13,197

Accruals and deferred income

395,599

374,782

4,317,586

2,639,705

8.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Other provisions

Warranty provision

8,000

8,000

Dilapidation provision

130,000

130,000

138,000

138,000

Dilapidation Provision

The Company leases two buildings for which the lease terms are due to expire in October 2028 and October 2030. Both leases are on a full repair basis and the provision made reflects the best estimate of the costs to return the buildings to their original condition.

Warranty Provision

The provision reflects an estimate of the warranty and rectification costs of products sold. The amount is based on previous experience and management's judgement in respect of newly developed products. The provision will be utilised over the relevant warranty period of each product line.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000,001

Ordinary

£1

1,000,001

1,000,001

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

The Report of the Auditors was unqualified.

Edwin Gooderham (Senior Statutory Auditor)

for and on behalf of Green & Co

11.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme for its executives. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £72,486 (2024: £73,477).

12.	OTHER FINANCIAL COMMITMENTS

At 31 December 2024, the company has bank guarantees totalling £50,000 (2024: £50,000) held with its bankers. These guarantees have arisen in the normal course of business and relate to guarantees provided to HM Revenue & Customs for £50,000 (2024: £50,000).

13.	RELATED PARTY DISCLOSURES

The company had the following intercompany loan balances at the year end.

Amounts owed to the company:

Tomoe Valve Asia Pacific Pte Ltd - £22,567 (2024: £332,500)

Tomoe Valve Company Ltd - £Nil (2024: £50,044)

PT Tomoe Valve Batam - £8,557 (2024: £6,395)

Amounts owed by the company:

Tomoe Valve Industry (Nantong) Co. Ltd - £Nil (2024: £20,223)

Tomoe Valve Company Ltd - £926,643 (2024: £Nil)

Tomoe Valve Asia Pacific Pte Ltd - £18,742 (2024: £5,530)

PT Tomoe Valve Batam - £37,714 (2024: £7,650)

These companies are related through the same ultimate controlling party.

14.	ULTIMATE CONTROLLING PARTY

The immediate parent and ultimate parent undertaking is Tomoe Valve Company Ltd, a company incorporated in Japan (3-1-11 Shinmachi, Nishi-ku, Osaka 550-0013, Japan). The Tomoe Valve Company Ltd, is controlled by Akitoshi Yamamato and members of his family. These are the ultimate controlling parties. The Tomoe Valve Company Ltd is the largest group of undertakings for which group financial statements are drawn up and of which the Company is a member.

15.	UNRECOGNISED DEFERRED TAX

2025

2024

£

£

Accelerated capital allowances

(18,042

)

(10,881

)

Short term timing differences

Losses

1,814,061

1,823,435

1,796,019

1,812,554

The unrecognised deferred tax balances will only be recognised when it is regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.