REGISTERED NUMBER: 02566391 (England and Wales)

Financial Statements

for the Year Ended 30 March 2025

for

Tek-Dry Systems Limited

Page

Balance Sheet

1

Notes to the Financial Statements

2

FIXED ASSETS

Intangible assets

4

1

1

Tangible assets

5

86,783

79,838

86,784

79,839

CURRENT ASSETS

Stocks

384,761

269,702

Debtors

6

2,627,010

2,146,244

Cash at bank and in hand

472,642

1,273,781

3,484,413

3,689,727

CREDITORS

Amounts falling due within one year

7

1,683,568

1,919,202

NET CURRENT ASSETS

1,800,845

1,770,525

TOTAL ASSETS LESS CURRENT LIABILITIES

1,887,629

1,850,364

CREDITORS

Amounts falling due after more than one year

8

-

(76,682

)

PROVISIONS FOR LIABILITIES

(19,192

)

(16,971

)

NET ASSETS

1,868,437

1,756,711

CAPITAL AND RESERVES

Called up share capital

11

1,394

1,394

Share premium

62,798

62,798

Capital redemption reserve

1,322

1,322

Retained earnings

1,802,923

1,691,197

SHAREHOLDERS' FUNDS

1,868,437

1,756,711

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 25 September 2025 and were signed on its behalf by:

Mr D A Tambyah - Director

1.	STATUTORY INFORMATION

Tek-Dry Systems Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

02566391

Registered office:

Unit 5a Frontier Park Frontier Avenue

Rishton

Blackburn

Lancashire

BB1 3AL

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 using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in Sterling, which is the functional currency of the company and are rounded to the nearest pound.

Statement of Compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

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.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

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

Plant and machinery

-

15% on cost

Computer equipment

-

33% on cost

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Hire purchase and leasing commitments

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The company issues equity-settled share-based payments to certain employees. These equity-settled share-based payments are measured at fair value (excluding the effect of non market based vesting conditions) at the date of grant. The fair value determined at grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market based vesting conditions.

Fair value is measured by use of the Black Scholes pricing model. The expected life used in the model has been adjusted based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which employee's services are recieved,

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 13 (2024 - 15 ) .

4.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 31 March 2024

and 30 March 2025

26,756

AMORTISATION

At 31 March 2024

and 30 March 2025

26,755

NET BOOK VALUE

At 30 March 2025

1

At 30 March 2024

1

5.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 31 March 2024

142,964

60,361

203,325

Additions

9,016

4,999

14,015

At 30 March 2025

151,980

65,360

217,340

DEPRECIATION

At 31 March 2024

65,846

57,641

123,487

Charge for year

3,155

3,915

7,070

At 30 March 2025

69,001

61,556

130,557

NET BOOK VALUE

At 30 March 2025

82,979

3,804

86,783

At 30 March 2024

77,118

2,720

79,838

Additions to assets in the course of construction comprise £9,016 (2024 - £67,747) for plant and equipment.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,270,580

696,399

Amounts owed by group undertakings

619,973

132,130

Other debtors

736,457

1,317,715

2,627,010

2,146,244

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

-

64,535

Trade creditors

95,780

281,458

Amounts owed to group undertakings

419,307

69,486

Taxation and social security

52,188

321,169

Other creditors

1,116,293

1,182,554

1,683,568

1,919,202

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

-

76,682

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

12,443

13,216

Between one and five years

29,802

-

42,245

13,216

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Barclays Bank PLC

-

23,090

Barclays Bank PLC

-

14,915

-

38,005

Barclays Bank PLC holds a fixed, floating and negative pledge against a liability of £23,090 dated 10 February 2020. This was satisfied on the 11th October 2024.

Barclays Bank PLC holds a fixed, floating and negative pledge against a liability of £14,915 dated 19 February 2019. This was satisfied on the 11th October 2024.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,254,000

Ordinary A

£0.01

1,254

1,254

140,000

Ordinary C

£0.01

140

140

1,394

1,394

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

The Report of the Auditors was unqualified.

Jeremy Bostock BA (Hons) BFP FCA (Senior Statutory Auditor)

for and on behalf of Thompson Wright (Audit) Limited

13.	OFF-BALANCE SHEET ARRANGEMENTS

Share based payments

The company issues equity-settled share-based payments to certain employees. These equity-settled share-based payments are measured at fair value (excluding the effect of non market based vesting conditions) at the date of grant. The fair value determined at grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market based vesting conditions.

Fair value is measured by use of the Black Scholes pricing model. The expected life used in the model has been adjusted based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

During a previous period 14,000 options were granted and remained outstanding at the end of this period. The total expense recognised in the profit and loss account for the period was £nil and the total carrying amount at the end of the financial period for liabilities arising from share-based payment transactions was £nil.

14.	POST BALANCE SHEET EVENTS

On 1 April 2025, the shareholders of Company 2 2024 Limited sold 100% of their shareholdings to Heat and Control PTY Limited.

15.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Mayflower Pacific Holdings Limited and the consolidated financial statements for that company are available from the registered office.

The ultimate controlling party is Company 2 2024 Limited.