REGISTERED NUMBER: 07964492 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2025

FOR

THERMOGROUP LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr A R Bell

Mr R J Bell

Mr R D Bell

REGISTERED OFFICE:

Bridge House

Pattenden Lane

Marden

Kent

TN12 9QJ

REGISTERED NUMBER:

07964492 (England and Wales)

ACCOUNTANTS:

Honey Barrett Limited

Chartered Accountants

53 Gildredge Road

Eastbourne

East Sussex

BN21 4SF

FIXED ASSETS

Intangible assets

5

62,079

50,301

Tangible assets

6

896,309

975,563

958,388

1,025,864

CURRENT ASSETS

Stocks

969,355

849,125

Debtors

7

834,758

1,093,064

Cash at bank

465

270,745

1,804,578

2,212,934

CREDITORS

Amounts falling due within one year

8

1,776,615

1,985,531

NET CURRENT ASSETS

27,963

227,403

TOTAL ASSETS LESS CURRENT LIABILITIES

986,351

1,253,267

CREDITORS

Amounts falling due after more than one year

9

(479,730

)

(536,259

)

PROVISIONS FOR LIABILITIES

12

(39,580

)

(156,826

)

NET ASSETS

467,041

560,182

CAPITAL AND RESERVES

Called up share capital

13

344,500

2,000

Retained earnings

122,541

558,182

SHAREHOLDERS' FUNDS

467,041

560,182

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2026 and were signed on its behalf by:

Mr A R Bell - Director

1.	STATUTORY INFORMATION

Thermogroup 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Turnover

Turnover in relation to the sale of goods is recognised when significant risks and rewards of ownership have transferred and the amount of revenue can be recognised reliably. Turnover is measured at the fair value of the consideration received or receivable and is stated after any discounts and exclusive of VAT.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Computer software

-

20% on cost

Intellectual Property

-

20% on cost

During the year, the Company revised its amortisation policy for all intangible assets to ensure it more appropriately reflects their expected useful economic lives. This change is prospective and has been applied from 1 January 2025.

Tangible fixed assets

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.

Improvements to property

-

5% on cost

Plant and machinery

-

10% on cost

Fixtures and fittings

-

10% on reducing balance

Motor vehicles

-

16.67% on reducing balance

Computer Equipment

-

10% on reducing balance

All fixed assets are originally recorded at cost.

During the year, the Company revised its depreciation policy for all tangible fixed assets to ensure it more appropriately reflects their expected useful economic lives. This change is prospective and has been applied from 1 January 2025.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell (net realisable value). Costs, which comprise direct production costs, are based on the method most appropriate to the type of inventory class, but usually on a first-in-first-out basis. Overheads are charged to profit or loss as incurred. Net realisable value is based on the estimated selling price less any estimated completion or selling costs.

When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stocks to net realisable value and all losses of stocks are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of stocks is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities, like trade and other accounts receivable and payable, loans from banks and other third parties and loans to / from related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently measured at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted transaction price less any impairment.

If the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of the estimated cash flows discounted at the asset's original effective rate.

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 reporting date.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet and measured as detailed above.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Finance costs are charged to the profit and loss over the term of the financial asset / liability using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Operating leases

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

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.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 30 (2024 - 28 ) .

5.	INTANGIBLE FIXED ASSETS

Intellectual

Computer

Property

software

Totals

£

£

£

COST

At 1 January 2025

66,478

26,644

93,122

Additions

36,415

-

36,415

Disposals

(6,002

)

(26,644

)

(32,646

)

At 31 December 2025

96,891

-

96,891

AMORTISATION

At 1 January 2025

20,406

22,415

42,821

Amortisation for year

17,032

-

17,032

Eliminated on disposal

(2,626

)

(22,415

)

(25,041

)

At 31 December 2025

34,812

-

34,812

NET BOOK VALUE

At 31 December 2025

62,079

-

62,079

At 31 December 2024

46,072

4,229

50,301

6.	TANGIBLE FIXED ASSETS

Fixtures

Improvements

Plant and

and

to property

machinery

fittings

£

£

£

COST

At 1 January 2025

582,627

381,988

42,792

Additions

-

19,559

1

Disposals

-

(9,634

)

(6,682

)

At 31 December 2025

582,627

391,913

36,111

DEPRECIATION

At 1 January 2025

368,609

83,233

27,383

Charge for year

59,230

39,236

3,567

Eliminated on disposal

(1,401

)

(2,388

)

(4,911

)

At 31 December 2025

426,438

120,081

26,039

NET BOOK VALUE

At 31 December 2025

156,189

271,832

10,072

At 31 December 2024

214,018

298,755

15,409

Motor

Computer

vehicles

Equipment

Totals

£

£

£

COST

At 1 January 2025

520,147

52,604

1,580,158

Additions

113,918

11,259

144,737

Disposals

(55,390

)

(19,245

)

(90,951

)

At 31 December 2025

578,675

44,618

1,633,944

DEPRECIATION

At 1 January 2025

98,182

27,188

604,595

Charge for year

63,936

7,231

173,200

Eliminated on disposal

(17,475

)

(13,985

)

(40,160

)

At 31 December 2025

144,643

20,434

737,635

NET BOOK VALUE

At 31 December 2025

434,032

24,184

896,309

At 31 December 2024

421,965

25,416

975,563

Fixed assets, included in the above, which are held under hire purchase contracts and finance leases are as follows:

Motor

vehicles

£

COST

At 1 January 2025

515,497

Additions

88,418

Disposals

(55,390

)

At 31 December 2025

548,525

DEPRECIATION

At 1 January 2025

95,066

Charge for year

59,963

Eliminated on disposal

(17,533

)

At 31 December 2025

137,496

NET BOOK VALUE

At 31 December 2025

411,029

At 31 December 2024

420,431

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

518,608

885,293

Amounts owed by associates

1,500

1,500

Other debtors

1,750

7,192

Directors' current accounts

-

5,045

Corporation tax

33,681

-

Prepayments and accrued income

279,219

194,034

834,758

1,093,064

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

847,943

692,394

Hire purchase contracts and finance leases (see note 10)

122,098

120,694

Trade creditors

402,510

255,123

Amounts owed to associates

-

303,238

PAYE and social security

27,467

26,857

VAT

126,591

163,595

Other creditors

198,005

347,397

Directors' current accounts

55

18,173

Accruals and deferred income

51,946

58,060

1,776,615

1,985,531

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

4,972

4,847

Bank loans - 2-5 years

13,565

18,787

Hire purchase contracts and finance leases (see note 10)

177,777

206,049

Other loans

283,416

306,576

479,730

536,259

10.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts

Finance leases

2025

2024

2025

2024

£

£

£

£

Net obligations repayable:

Within one year

89,939

100,321

32,159

20,373

Between one and five years

109,827

166,675

67,950

39,374

199,766

266,996

100,109

59,747

Non-cancellable

operating leases

2025

2024

£

£

Within one year

246,000

240,000

Between one and five years

378,000

624,000

624,000

864,000

11.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Hire purchase contracts and finance leases

299,875

326,743

Clean import loan

679,958

687,546

979,833

1,014,289

The hire purchase agreements are secured against assets acquired under such agreements. There are also fixed and floating charges over the other assets and undertakings of the company.

12.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

165,954

196,666

Tax losses carried forward

(126,374

)

(39,840

)

39,580

156,826

Deferred tax

£

Balance at 1 January 2025

156,826

Provided during year

(117,246

)

Balance at 31 December 2025

39,580

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal value:

2025

2024

£

£

1,000

Ordinary

£1

1,000

1,000

180

Ordinary A

£1

180

180

180

Ordinary B

£1

180

180

180

Ordinary C

£1

180

180

180

Ordinary D

£1

180

180

180

Ordinary E

£1

180

180

100

Ordinary F

£1

100

180

342,500

Preference Shares

£1

342,500

0

344,500

2,000

During the year, the Company converted shareholder loans of £342,500 into equity by the issue of 342,500 preference shares of £1 each.

14.	RELATED PARTY DISCLOSURES

At the balance sheet date, the Company owed £nil (2024: £303,238) to a company which has a participating interest in Thermogroup Ltd. The loan was interest-free and repayable on demand.

During the year, this shareholder loan of £282,500 was settled through a conversion to equity. The Company issued 282,500 £1 preference shares. No cash consideration was received. Following the conversion, the Company had no amounts owed to related parties at the year end (2024: £303,238).

During the year, a director converted his directors loan balance of £60,000 into preference shares. The Company issued 60,000 £1 preference shares. No cash consideration was received.