IRIS Accounts Production v26.1.10.61 16042075 Board of Directors 31.12.25 1.4.25 31.12.25 31.12.25 These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Design and manufacture of thermal process equipment. true true false true true false false false false false false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh160420752025-03-31160420752025-12-31160420752025-04-012025-12-31160420752024-03-31160420752024-04-012025-03-31160420752025-03-3116042075ns15:EnglandWales2025-04-012025-12-3116042075ns14:PoundSterling2025-04-012025-12-3116042075ns10:Director12025-04-012025-12-3116042075ns10:Consolidated2025-12-3116042075ns10:ConsolidatedGroupCompanyAccounts2025-04-012025-12-3116042075ns10:PrivateLimitedCompanyLtd2025-04-012025-12-3116042075ns10:FullIFRSns10:Consolidated2025-04-012025-12-3116042075ns10:Auditedns10:Consolidated2025-04-012025-12-3116042075ns10:SmallCompaniesRegimeForDirectorsReport2025-04-012025-12-3116042075ns10:ResidualCompaniesActDisclosuresWithIFRS2025-04-012025-12-3116042075ns10:Consolidated2025-04-012025-12-3116042075ns10:Consolidatedns10:ResidualCompaniesActDisclosuresWithIFRS2025-04-012025-12-3116042075ns10:FullAccounts2025-04-012025-12-311604207512025-04-012025-12-311604207512025-04-012025-12-3116042075ns10:Director22025-04-012025-12-3116042075ns10:Director32025-04-012025-12-3116042075ns10:Director42025-04-012025-12-3116042075ns10:RegisteredOffice2025-04-012025-12-3116042075ns10:Director52025-04-012025-12-3116042075ns10:Director62025-04-012025-12-3116042075ns5:ShareCapital2025-12-3116042075ns5:ShareCapital2025-03-3116042075ns5:RetainedEarningsAccumulatedLosses2025-03-3116042075ns5:ShareCapital2025-04-012025-12-3116042075ns5:RetainedEarningsAccumulatedLosses2025-12-311604207512025-04-012025-12-3116042075ns5:PlantMachinery2025-04-012025-12-3116042075ns5:FurnitureFittings2025-04-012025-12-3116042075ns5:ComputerEquipment2025-04-012025-12-3116042075ns5:RetainedEarningsAccumulatedLosses2025-04-012025-12-31
REGISTERED NUMBER: 16042075 (England and Wales)














Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Period 1 April 2025 to 31 December 2025

for

Company 2 2024 Limited

Company 2 2024 Limited (Registered number: 16042075)






Contents of the Consolidated Financial Statements
for the Period 1 April 2025 to 31 December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Statement of Profit or Loss 9

Consolidated Statement of Profit or Loss and Other Comprehensive
Income

0

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Statement of Cash Flows 15

Notes to the Consolidated Statement of Cash Flows 16

Notes to the Consolidated Financial Statements 17


Company 2 2024 Limited

Company Information
for the Period 1 April 2025 to 31 December 2025







DIRECTORS: Mr A A Caridis
Mr R Kane
Mr J M Strang
Mr D A Tambyah





REGISTERED OFFICE: Unit 5a, Frontier Park Frontier Avenue
Rishton
Blackburn
Lancashire
BB1 3AL





REGISTERED NUMBER: 16042075 (England and Wales)





AUDITORS: Thompson Wright (Audit) Limited
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

Company 2 2024 Limited (Registered number: 16042075)

Group Strategic Report
for the Period 1 April 2025 to 31 December 2025

The directors present their strategic report of the company and the group for the period 1 April 2025 to 31 December 2025.

REVIEW OF BUSINESS
The group continues to concentrate on the core business of manufacturing and supply of heat and thermal equipment, from its site in the North West.

Performance for the nine month period to 31 December 2025 saw revenue remain in line with the prior twelve months ending 31 March 2025. Revenue year on year has continued to grow over the group in both the Tek-Dry Systems Ltd and Hunt Heat Exchangers Ltd. Revenue growth is expected to continue into future periods.

It is a fundamental objective to maintain a sustainable growth plan, and the group has taken the time during the year to focus on a wider spread of market sectors.


KEY PERFORMANCE INDICATORS
The key performance indicator detailed below is recognised as an integral part of monitoring the business.

Dec-25 Mar-25

Revenue 5,830,274 5,476,769


It is the responsibility of the commercial team to regularly monitor and review these figures and report the results and any corrective actions to the board.


Company 2 2024 Limited (Registered number: 16042075)

Group Strategic Report
for the Period 1 April 2025 to 31 December 2025

PRINCIPAL RISKS AND UNCERTAINTIES
There are certain risks, which could materially and adversely impact the group's results compared to expectation. A summary of the key risks is set out below. This is not an exhaustive list of the factors that could adversely impact group profitability.

FINANCIAL INSTRUMENTS
The group uses various financial instruments; these include cash and various items, such as trade debtors, trade creditors and loans that arise directly from its operations.

The existence of these financial instruments exposes the group to several financial risks which are described in more detail below.

The main risks arising from the group's financial instruments are categorised as market risk, credit risk and liquidity risk. The directors review and agree policies for managing these risks and they are summarised below.

MARKET RISK
The directors are constantly monitoring both the quality and price of the products it acquires and the range of goods it supplies to minimise the market risk.

INTEREST RATE RISK
The group's policy throughout the year has been to maintain liquid funds at the bank and avoid incurring too much interest whilst also funding the repayment of hire purchase obligations and loan repayments.

Where the group has had to undertake short term borrowings via hire purchase obligations, the group's exposure to interest rate fluctuations on its borrows its management by the use of fixed and floating facilities. It is the group's policy to minimise the amount of borrowings at floating rates of interest.

CREDIT RISK
To counteract the risk of bad debts the business has increased the use of credit checking and monitoring facilities to assess the risk to the group. If a significant risk is identified then a further review is made and where appropriate protective actions are undertaken.

LIQUIDITY RISK
The business has a very strong relationship with its bank. The group has the facilities available to meet its needs on an ongoing basis. These facilities are reviewed on a regular basis, by both the bank and the management, and are in accordance with the needs of the group.

FUTURE DEVELOPMENTS
The directors are keen to expand the core business, through organic sustainable growth, supply chain partnerships, and through strategic acquisition opportunities.

The business has a continued re-investment programme replacing production equipment with newer technology to enable the group to compete in increasingly competitive markets, which is constantly reviewed in line with business opportunities.

ON BEHALF OF THE BOARD:





Mr D A Tambyah - Director


30 April 2026

Company 2 2024 Limited (Registered number: 16042075)

Report of the Directors
for the Period 1 April 2025 to 31 December 2025

The directors present their report with the financial statements of the company and the group for the period 1 April 2025 to 31 December 2025.

DIVIDENDS
No dividends will be distributed for the period ended 31 December 2025.

DIRECTORS
The directors who have held office during the period from 1 April 2025 to the date of this report are as follows:

Mr A A Caridis - appointed 1 April 2025
Mr R Kane - appointed 1 April 2025
Mr J M Strang - appointed 1 April 2025
Mr D A Tambyah - appointed 1 April 2025
Mr D J Wilkinson - resigned 1 April 2025
Mr T Fryars - resigned 1 April 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 UK-adopted international accounting standards. 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Thompson Wright (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr D A Tambyah - Director


30 April 2026

Report of the Independent Auditors to the Members of
Company 2 2024 Limited

Opinion
We have audited the financial statements of Company 2 2024 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:
-the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the period then ended;
-the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
-the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and
-the financial statements 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 group's and the parent 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Company 2 2024 Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Company 2 2024 Limited


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 a Report of the Auditors 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.

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 laws and regulations, was as follows:

- the Senior Statutory Auditor ensured that the audit 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 discussions with directors and other management, and from our commercial knowledge and experience of the fabrications industry;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, other industry specific accreditations and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.


Report of the Independent Auditors to the Members of
Company 2 2024 Limited

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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 Report of the Auditors.

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 a Report of the Auditors 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.




Jeremy Bostock BA (Hons) BFP FCA (Senior Statutory Auditor)
for and on behalf of Thompson Wright (Audit) Limited
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

30 April 2026

Company 2 2024 Limited (Registered number: 16042075)

Consolidated Statement of Profit or Loss
for the Period 1 April 2025 to 31 December 2025

Period Year Ended
1.4.25 to 31.12.25 31.3.25
Notes £    £    £    £   

CONTINUING OPERATIONS
Revenue 3 5,830,274 5,476,769
Changes in inventories of finished goods and work in
progress

(1,645,669

)

(2,253,958

)
Raw materials and consumables 2,547,103 3,526,285
Other external expenses 202,663 143,676
Staff costs 4 2,087,227 2,086,052
Depreciation 662,465 495,528
Other operating expenses 991,605 1,321,398
4,845,394 5,318,981

Finance costs 5 (94,844 ) (266,350 )

Finance income 5 47,733 (531,703 )
PROFIT/(LOSS) BEFORE INCOME TAX 6 937,769 (640,265 )

Income tax 7 (123,439 ) 24,306
PROFIT/(LOSS) FOR THE PERIOD 814,330 (615,959 )
Profit/(loss) attributable to:
Owners of the parent 383,269 (638,528 )
Non-controlling interests 431,061 22,569
814,330 (615,959 )

Company 2 2024 Limited (Registered number: 16042075)

Consolidated Statement of Financial Position
31 December 2025

2025 2025
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Intangible assets 11 1 1
Property, plant and equipment 12 1,297,684 1,445,448
Right-of-use
Property, plant and equipment 12, 22 4,250,729 4,753,801
Investments 13 - -
5,548,414 6,199,250
CURRENT ASSETS
Inventories 14 3,622,100 3,440,163
Trade and other receivables 15 1,979,430 2,877,393
Cash and cash equivalents 16 1,748,079 979,481
7,349,609 7,297,037
TOTAL ASSETS 12,898,023 13,496,287
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 18 7,771,973 7,771,973
Other reserves 19 (7,014,629 ) (7,014,629 )
Retained earnings 19 672,532 289,263
1,429,876 1,046,607

Non-controlling interests 17 1,423,733 992,672
TOTAL EQUITY 2,853,609 2,039,279
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Lease liabilities 21, 22 4,592,272 5,219,808
Deferred tax 23 317,976 353,889
4,910,248 5,573,697
CURRENT LIABILITIES
Trade and other payables 20 4,347,262 5,312,367
Financial liabilities - borrowings
Lease liabilities 21, 22 627,537 500,059
Tax payable 159,367 70,885
5,134,166 5,883,311
TOTAL LIABILITIES 10,044,414 11,457,008
TOTAL EQUITY AND LIABILITIES 12,898,023 13,496,287


The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:

Company 2 2024 Limited (Registered number: 16042075)

Consolidated Statement of Financial Position - continued
31 December 2025






Mr D A Tambyah - Director


Company 2 2024 Limited (Registered number: 16042075)

Company Statement of Financial Position
31 December 2025

2025 2025
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Intangible assets 11 - -
Property, plant and equipment 12 - -
Right-of-use
Investments 13 7,771,973 -
7,771,973 -
TOTAL ASSETS 7,771,973 -
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 18 7,771,973 -
TOTAL EQUITY 7,771,973 -
LIABILITIES
TOTAL LIABILITIES - -
TOTAL EQUITY AND LIABILITIES 7,771,973 -



The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:





Mr D A Tambyah - Director


Company 2 2024 Limited (Registered number: 16042075)

Consolidated Statement of Changes in Equity
for the Period 1 April 2025 to 31 December 2025

Called up
share Retained Other
capital earnings reserves
£    £    £   
Balance at 1 April 2024 7,771,973 2,107,309 (7,014,629 )

Changes in equity
Reduction in share capital - 289,244 -
Dividends - (1,468,762 ) -
Total comprehensive income - (638,528 ) -
Balance at 31 March 2025 7,771,973 289,263 (7,014,629 )

Changes in equity
Total comprehensive income - 383,269 -
Balance at 31 December 2025 7,771,973 672,532 (7,014,629 )
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1 April 2024 2,864,653 54,569 2,919,222

Changes in equity
Reduction in share capital 289,244 - 289,244
Dividends (1,468,762 ) - (1,468,762 )
Total comprehensive income (638,528 ) 938,103 299,575
Balance at 31 March 2025 1,046,607 992,672 2,039,279

Changes in equity
Total comprehensive income 383,269 431,061 814,330
Balance at 31 December 2025 1,429,876 1,423,733 2,853,609

Company 2 2024 Limited (Registered number: 16042075)

Company Statement of Changes in Equity
for the Period 1 April 2025 to 31 December 2025

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Balance at 31 March 2025 - - -

Changes in equity
Issue of share capital 7,771,973 - 7,771,973
Balance at 31 December 2025 7,771,973 - 7,771,973

Company 2 2024 Limited (Registered number: 16042075)

Consolidated Statement of Cash Flows
for the Period 1 April 2025 to 31 December 2025

Period
1.4.25
to Year Ended
31.12.25 31.3.25
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,394,975 896,999
Interest paid - (14,029 )
Lease interest paid (94,844 ) (252,321 )
Tax paid (70,870 ) (104,166 )
Net cash from operating activities 1,229,261 526,483

Cash flows from investing activities
Purchase of tangible fixed assets (11,628 ) (29,722 )
Sale of tangible fixed assets - 4,500
Interest received 47,733 18,000
- 472,642
Net cash from investing activities 36,105 465,420

Cash flows from financing activities
Loan repayments in year - (39,584 )
Payment of lease liabilities (500,060 ) (917,996 )
Amount withdrawn by directors - (5,484 )
Loans from/to associates 3,292 321,861
Equity dividends paid - (200,000 )
Net cash from financing activities (496,768 ) (841,203 )

Increase in cash and cash equivalents 768,598 150,700
Cash and cash equivalents at beginning of period 2 979,481 828,781

Cash and cash equivalents at end of period 2 1,748,079 979,481

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Statement of Cash Flows
for the Period 1 April 2025 to 31 December 2025

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Profit/(loss) before income tax 937,769 (640,265 )
Depreciation charges 662,466 861,211
Profit on disposal of fixed assets - (365,684 )
Finance costs 94,844 266,350
Finance income (47,733 ) 531,703
1,647,346 653,315
Increase in inventories (181,937 ) (1,587,277 )
Decrease in trade and other receivables 894,671 178,200
(Decrease)/increase in trade and other payables (965,105 ) 1,652,761
Cash generated from operations 1,394,975 896,999

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 December 2025
31.12.25 1.4.25
£    £   
Cash and cash equivalents 1,748,079 979,481
Year ended 31 March 2025
31.3.25 1.4.24
£    £   
Cash and cash equivalents 979,481 828,781

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements
for the Period 1 April 2025 to 31 December 2025


1. STATUTORY INFORMATION

Company 2 2024 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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


2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

On incorporation, the Company became the new parent of the Group through a reorganisation in which the controlling party was unchanged. The transaction is considered a group reorganisation under common control and therefore outside the scope of IFRS 3 Business Combinations. The Group has applied the merger accounting method in accordance with the guidance in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, selecting an accounting policy that provides information that is relevant and reliable.

In line with the merger accounting method, assets and liabilities of the subsidiaries are recognised at their existing carrying amounts, without fair-value remeasurement. The consolidated financial statements are prepared as if the new parent had always been the parent of the Group, and therefore the comparative information reflects the financial performance and position of the subsidiaries as if the Group had existed in its current form throughout all periods presented.

Equity components, including any difference between consideration and net assets acquired, are recorded within equity reserves, not profit or loss.

Where required, equivalent disclosures are given in the group accounts of Company 2 2024 Limited for the year ended 31 December 2025.

The company is a wholly owned subsidiary of Heat and Control PTY Limited, a company in Australia, which prepares publicly available consolidated financial statements in accordance with IFRS. This company is included in the consolidated financial statements of Heat and Control PTY Limited for the year ended 31 December 2025. These statements are available from 407 Creek Road, Mt Gravatt, Qld 4122, Australia.

These financial statements have been prepared with a period shorter than one year. This shortened period is to align with the Heat and Control group.

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity.

The consolidated financial statements incorporate the results of the business combinations using the acquisition method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the date of acquisition. The results of acquired operations are included in the consolidated Profit and Loss Account from the date on which control is obtained.

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The company makes estimates and assumption concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Critical areas of judgement
The work in progress included stock internally generated and which the directors apply deductions to in order to assess its value excluding any profit element and allowing for future expected costs. This is applied consistently year on year and based on management's assessment of costs to complete and anticipated profit margins historically achieved.

In categorizing leases as finance leases or operating leases, management makes judgements as to whether significant risks and rewards of ownership have transferred to the company as lessee, or the lessee, where the company is a lessor.

Revenue recognition
Sale of Goods

Revenue from the sale of goods is recognised at the point in time when the customers obtains control of the goods which generally at the time of delivery.

Rendering of Services

Revenue from a contract to provide services is recognised over time as the services are rendered based on a fixed price.

Interest revenue

Interest revenue is recognised when it is received.

All revenue is stated net of the amount of value added taxes.

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

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

Short leasehold - Straight line over 10 years
Plant and machinery - 15% on reducing balance and 15% on cost
Fixtures and fittings - 15% on reducing balance
Computer equipment - 33% on cost

Fixed asset additions with a cost below £500 are fully depreciated in the year of acquisition.

Impairment of tangible and intangible assets

At each reporting date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash- generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets at fair value through other comprehensive income

The company does not hold any financial assets at fair value through other comprehensive income.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired where there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the company will be unable to collect all the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses. in the
Income Statement. On confirmation that the trade receivable will not be collected, the gross carrying value of the asset is written off against the associated provision.

Derecognition of financial assets

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual
provision of the instruments. The company classifies all of its financial liabilities at amortised cost .

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit and loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
- it has been incurred principally for the purpose of repurchasing it in the near term, or
- on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or
- it is a derivative that is not designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arsing on remeasurement recognised in profit or less.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognisation of financial liabilities

Financial liabilities are derecognised when, and only when, the company's obligations are discharged, cancelled, or they expire.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

Inventories
Inventories and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

Taxation
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the reporting end date.

Foreign currencies
Transactions in currencies other than pounds sterling are recognised at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

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

The company has elected not to recognise right-of-use assets and lease liabilities for short term leases of machinery that have a term of 12 months or less, or for leases of low value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight line basis over the lease term.

Employee benefit costs
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

Going concern
The directors consider the company to be a going concern, given the available working capital resources of the company, support from its parent company and that the directors have prepared forecasts for the period of at least 12 months beyond the date on which the financial statements are approved to show that the company can operate on a going concern basis.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors 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 the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3. REVENUE

Revenue from contracts with customers
The turnover is attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:




Period 1.4.25 to
31.12.25
Year ended
31.3.25 as
restated
£ £
Metal fabrications 4,408,458 4,520,138
Heat exchangers 1,421,816 956,631
5,830,274 5,476,769

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

4. STAFF COSTS
Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Wages and salaries 1,816,659 1,866,668
Social security costs 229,944 180,662
Other pension costs 40,624 38,722
2,087,227 2,086,052

The average number of employees during the period was as follows:
Period
1.4.25
to Year Ended
31.12.25 31.3.25

Administration 10 7
Engineering and designers 55 45
Operations 5 5
- 1
70 58

Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Directors' remuneration - 67,486

5. NET FINANCE COSTS
Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Finance income:
Interest in associate undertakings - (549,203 )
Deposit account interest 47,733 -
Loan interest received - 17,500
47,733 (531,703 )
Finance costs:
Bank loan interest - 14,029
Hire purchase - 112,688
Leasing 94,844 139,633
94,844 266,350

Net finance costs 47,111 798,053

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

6. PROFIT/(LOSS) BEFORE INCOME TAX

The profit before income tax (2025 - loss before income tax) is stated after charging/(crediting):




Period 1.4.25 to
31.12.25


Year Ended 31.3.25
£ £
Cost of inventories recognised as expense 2,828,403 3,026,335
Depreciation - owned assets 159,392 373,959
Depreciation - right of use assets 503,072 658,442
Profit on disposal of fixed assets - (365,684 )
Computer software amortisation - 26,755
Auditors' remuneration 41,500 18,500
Foreign exchange differences 1,628 -

7. INCOME TAX

Analysis of tax expense/(income)
Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Current tax:
Tax 159,352 28,962

Deferred tax (35,913 ) (53,268 )
Total tax expense/(income) in consolidated statement of profit or loss 123,439 (24,306 )

Factors affecting the tax expense
The tax assessed for the period is lower (2025 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Profit/(loss) before income tax 937,769 (640,265 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2025 -
25 %)

234,442

(160,066

)

Effects of:
IFRS Adjustments (261,513 ) (195,056 )
Expenses not deductible for tax purposes 24,370 166,901
Capital allowances in excess of dep'n 126,140 163,915
Tax expense/(income) 123,439 (24,306 )

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

8. PROFIT OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's profit for the period 31st December 2025 was £0.

9. DIVIDENDS
Period
1.4.25
to Year Ended
31.12.25 31.3.25
£    £   
Interim - 1,468,762

10. PRIOR YEAR ADJUSTMENT

In the current year, the group has adopted International Financial Reporting Standards (IFRS). The previous financial statements were prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

The date of transition to IFRS was 1 April 2024. The transition has been accounted for in accordance with IFRS 1 First-time Adoption of International Financial Reporting Standards, as required by IFRS.

The transition from FRS 102 to IFRS has resulted in changes to certain accounting policies. The principal differences and their impact on the company's financial position and performance are set out below:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FRS 102 Adjustments IFRS
Revenue 6,937,291 (1,460,522) 5,476,769
Cost of sales 4,528,843 (1,502,508) 3,026,335
Administrative expenses 2,472,564 (179,918) 2,292,646
Finance costs 126,717 139,633 266,350

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FRS 102 Adjustments IFRS
Intangible assets (365,683) 365,683 -
Right of use assets - 4,753,801 4,753,801
WIP 1,549,365 1,890,798 3,440,163
Trade and other receivables 3,329,346 (451,953) 2,877,393
Retained earnings (1,231,901) 942,638 (289,263)
Non controlling interest (1,098,454) 105,782 (992,672)
Financial liabilities - within one year - (500,059) (500,059)
Trade and other payables (3,496,369) (1,815,998) (5,312,367)
Financial liabilities - over one year - (5,219,808) (5,219,808)

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

11. INTANGIBLE ASSETS

Group
Computer
software
£   
COST
At 1 April 2025
and 31 December 2025 26,756
AMORTISATION
At 1 April 2025
and 31 December 2025 26,755
NET BOOK VALUE
At 31 December 2025 1
At 31 March 2025 1

12. PROPERTY, PLANT AND EQUIPMENT

Group
Fixtures
Short Plant and and
leasehold machinery fittings
£    £    £   
COST
At 1 April 2025 8,379,918 2,126,295 800,048
Additions - - 10,626
At 31 December 2025 8,379,918 2,126,295 810,674
DEPRECIATION
At 1 April 2025 3,699,910 1,051,387 410,955
Charge for period 478,283 121,330 44,279
At 31 December 2025 4,178,193 1,172,717 455,234
NET BOOK VALUE
At 31 December 2025 4,201,725 953,578 355,440
At 31 March 2025 4,680,008 1,074,908 389,093

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

12. PROPERTY, PLANT AND EQUIPMENT - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 April 2025 63,499 65,360 11,435,120
Additions - 1,002 11,628
At 31 December 2025 63,499 66,362 11,446,748
DEPRECIATION
At 1 April 2025 12,063 61,556 5,235,871
Charge for period 15,874 2,698 662,464
At 31 December 2025 27,937 64,254 5,898,335
NET BOOK VALUE
At 31 December 2025 35,562 2,108 5,548,413
At 31 March 2025 51,436 3,804 6,199,249

13. INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 April 2025
and 31 December 2025 7,771,973
NET BOOK VALUE
At 31 December 2025 7,771,973
At 31 March 2025 7,771,973

14. INVENTORIES

Group
2025 2025
£    £   
Raw materials 41,040 47,789
Work-in-progress 3,581,060 3,392,374
3,622,100 3,440,163

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

15. TRADE AND OTHER RECEIVABLES

Group
2025 2025
£    £   
Current:
Trade debtors 1,206,132 1,825,349
Amounts owed by associates - 3,292
Other debtors 224,945 76,860
VAT 68,987 68,712
Prepayments and accrued income 479,366 903,180
1,979,430 2,877,393

16. CASH AND CASH EQUIVALENTS

Group
2025 2025
£    £   
Cash in hand - 2,212
Bank accounts 1,748,079 977,269
1,748,079 979,481

17. NON-CONTROLLING INTERESTS

The non-controlling interest relates to minority stakes in Tek-Dry Systems Limited.

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number: Class: Nominal Value: 2025 2025
£ £
77,719,730 Ordinary 0.10 7,771,973 7,771,973
7,771,973 7,771,973


Ordinary shareholders are entitled to receive dividends as declared. Each share carries full voting rights and are non-redeemable. On a return of capital or winding up, ordinary shareholders are entitled to share in the assets of the Company in proportion to their shareholdings.

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

19. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 1 April 2025 289,263 (7,014,629 ) (6,725,366 )
Profit for the period 383,269 383,269
At 31 December 2025 672,532 (7,014,629 ) (6,342,097 )

Company
Retained
earnings
£   

Profit for the period -
At 31 December 2025 -


20. TRADE AND OTHER PAYABLES

Group
2025 2025
£    £   
Current:
Trade creditors 543,381 1,066,721
Social security and other taxes 58,245 66,171
Other creditors 1,417,466 38,116
Accruals and deferred income 2,328,170 4,141,359
4,347,262 5,312,367

21. FINANCIAL LIABILITIES - BORROWINGS

Group
2025 2025
£    £   
Current:
Leases (see note 22) 627,537 500,059

Non-current:
Leases (see note 22) 4,592,272 5,219,808


Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

21. FINANCIAL LIABILITIES - BORROWINGS - continued

Terms and debt repayment schedule

Group

1 year or More than
less 1-2 years 2-5 years 5 years Totals
£    £    £    £    £   
Leases 627,537 580,345 1,891,394 2,120,533 5,219,809

22. LEASING

Group
Right-of-use assets

Property, plant and equipment

2025 2025
£    £   
COST
At 1 April 2025 8,488,664 8,448,338
Additions - 40,326
8,488,664 8,488,664

DEPRECIATION
At 1 April 2025 3,734,863 3,076,421
Charge for year 503,072 658,442
4,237,935 3,734,863

NET BOOK VALUE 4,250,729 4,753,801

Company 2 2024 Limited (Registered number: 16042075)

Notes to the Consolidated Financial Statements - continued
for the Period 1 April 2025 to 31 December 2025

22. LEASING - continued

Group
Lease liabilities

Minimum lease payments fall due as follows:

2025 2025
£    £   
Gross obligations repayable:
Within one year 740,503 594,903
Between one and five years 2,783,086 2,802,220
In more than five years 2,196,332 2,917,700

5,719,921 6,314,823

Finance charges repayable:
Within one year 112,966 94,844
Between one and five years 311,347 368,225
In more than five years 75,799 131,887
500,112 594,956

Net obligations repayable:
Within one year 627,537 500,059
Between one and five years 2,471,739 2,433,995
In more than five years 2,120,533 2,785,813
5,219,809 5,719,867

23. DEFERRED TAX

Group


31 December
2025

31 March 2025
£ £
Opening balance 353,889 300,621
Accelerated capital allowances (35,913 ) 53,268
Closing balance 317,976 353,889

24. ULTIMATE CONTROLLING PARTY

The ultimate intermediary party is Heat and Control PTY Limited, a company incorporated in Australia.

The ultimate controlling party is Heat and Control Inc, a company incorporated in the United States of America.