Company Registration number: 15253521

SDS Water Group Limited

Contents

SDS Water Group Limited

Company Information

SDS Water Group Limited

Strategic Report for the Year Ended 31 December 2024

The director presents his strategic report for the year ended 31 December 2024.

The company was incorporated on 1 November 2023 as a wholly owned subsidiary of SDS Holdings Limited. Following is incorporations it acquired from SDS Holdings Limited, via a group reconstruction, the entire share capital of SDS Pipes Holdings Limited (and thereby its wholly owned subsidiary, SDS Pipes Limited) and Sustainable Drainage Systems Limited. As noted the introduction of a new holding company constitutes a group reconstruction and so has been accounted for using merger accounting principles. Although the Group reconstruction did not take place until November 2023, the consolidated financial statements of SDS Water Group Limited are presented as if SDS Water Group Limited and its subsidiaries had always been part of the same Group. On this basis, the results of the Group for the entire year ended 31 December 2024 are shown in the consolidated profit and loss account and the comparative figures for the year ended 31 December 2023 are also prepared on this basis.

Principal activity

The principal activity of the company is that of an intermediary holding company.

Fair review of the business

Water management is now a crucial part of sustainable building practice. Current legislation, from The Flood and Water Management Bill 2011 to Planning Policy Statements, all call for a more integrated approach across developments. As experts in this field Sustainable Drainage Systems Limited, a wholly owned subsidiary of SDS Water Group Limited, is well placed to win new contracts and build on its past success.

Sustainable Drainage Systems Limited is a leading UK provider of surface water management offering a complete solution from design, consultancy and manufacturing, through to installation and maintenance.

The group also comprises of SDS Pipe Systems Limited, acquired through a holding company, SDS Pipe Systems (Holdings) Limited, 100% subsidiaries of the group. This company has the exclusive license, granted by Upinor Infra, to manufacture and sell Weholite, in modular and large diameter plastic pipe form, in the UK and Ireland. Weholite can be defined as spirally wound pipe or flat panel, manufactured from corrosion-resistant HDPE, to provide a light weight, engineered solution with superior loading capacity that is chemically inert and provides a projected 120-year design life.

Weholite is used in a variety of pipeline applications from simple road or rail culverts to more demanding inter-process pipework on sewerage treatment plants and for offsite build components. Weholite pipes can also be used for hydroelectric pipelines and intake structures, anaerobic digestion and air vent systems, and as storage, contact and inter-process pipework for drinking water applications.

There are significant synergies between Sustainable Drainage Systems Limited and SDS Pipe Systems Limited which the director believes are enabling the Group to improve lead times, margins and profitability going forward whilst further enhancing the Group's market offering and reputation.

SDS Water Group Limited

Strategic Report for the Year Ended 31 December 2024

The Group has had another successful year particularly given the unprecedented circumstances regarding the influence of the Ukraine conflict and the financial implications that have manifested themselves as a consequence.

The Group has been successful in mitigating a reduction in gross profit margin by vigorously negotiating with suppliers to mitigate input cost inflation and then strategically increasing selling prices in line with other companies in the construction industry.

The continued investment in employees and infrastructure has helped to grow the company’sreputation in a market with increased focus on water management; ensuring appropriate management during periods of both flood and drought. The company has driven quality of product and service, thereby enabling the gross profit margin to be maintained.

The director and his management team are mindful of the need to monitor, control and ideally improve the Group's gross profit percentage. This focus has enabled the Group to remain profitable during the year. In addition, despite inflationary pressures, the gross profit % has been maintained in excess of 44%.

The Group’s period end balance sheet position of £12.0m, following a dividend of £4m, is considered strong by the director, with significant ongoing investment in both its tangible and intangible asset base and its employees thereby ensuring the Group is well positioned to achieve its future growth aspirations.

The Group has continued its policy of capitalising Development costs as an intangible asset within the balance sheet during the year, showing the investment that is being made in ongoing projects which will ensure that the Group's products continue to be able to provide innovative water management solutions.

The group's key financial and other performance indicators during the year were as follows:

Future developments

The director continues to monitor the technological changes within the industry, with an intent to ensure the Group remains at the forefront of any advances within water management solutions. The director believes the proposition presented by the Group, together with ongoing research and development will enable it to remain a key competitor within its market whilst enabling expansion into other areas of water management.

A significant element of the group’s products are currently acquired from countries within the EU. Management continues to monitor the impact of the economic climate in Europe, but currently believe the business to be sufficiently robust to address these challenges.

Management believe the group to be well established and respected within its sector and that its products remain integral to the future of the construction sector. He therefore remains confident for the future. The director has concluded that the group is a going concern.

SDS Water Group Limited

Strategic Report for the Year Ended 31 December 2024

Principal risks and uncertainties

The principal risks are detailed below:

Financial risks
The group holds financial instruments in order to finance its operations. In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the groups operations.

Interest rate risk
The group has a mix of fixed and float rate borrowings to manage the risk.

Credit risk
The group monitors credit risk closely and considers that its current policies, credit checks and specific credit insurance arrangements meet its objective of managing exposure to credit risk.

Currency risk
The group transacts in foreign currencies but manages the currency risk through the use of forward exchange contracts.

Market risk
Buildings regulations and flood and water management legislation together with the Weholite licence, represent significant barriers to entry into the group's market for potential competitors. These are closely monitored to ensure the group's compliance.

SDS Water Group Limited

Strategic Report for the Year Ended 31 December 2024

Section 172 Companies Act 2006

Section 172 of the Companies Act 2006 requires a director of a group to act in the way he or she considers, in good faith, would most likely promote the success of the group for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, amongst other matters to the:

• Likely consequences of any decision in the long term;
• Interest of the group’s employees;
• Need to foster the group’s business relationships with suppliers, customers and others;
• Impact of the group’s operations on the community and environment;
• Desirability of the group maintaining a reputation for high standards of business conduct; and
• Need to act fairly towards members of the group.

My plan is designed to have a long-term beneficial impact on the group and to contribute to its success in delivering high quality products to its customers. I will continue to operate my business within the budgetary controls and in line with our regulatory targets.

My employees are fundamental to the delivery of my plan. I aim to be a responsible employer in my approach to the pay and benefits my employees receive. The health, safety and well-being of my employees is one of my primary considerations in the way I do business.

My aim is to continue to engage with my customers which enables me to gain an understanding of their needs and expectations in order for me to deliver the highest quality goods. I also aim to act responsibly and fairly in how I engage with my customers and our suppliers and co-operate with our regulators; all of whom are integral to the successful delivery of my plan.

My plan takes into account the impact of the group’s operations on the community and environment and our wider social responsibilities.

As Director, my intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance.

The group is an owner managed business and so my responsibility towards shareholders is directly interconnected with my responsibility as management. My intent is therefore to behave responsibly towards the future shareholders of the group.
 

Approved by the Board on 30 September 2025 and signed on its behalf by:

SDS Water Group Limited

Director's Report for the Year Ended 31 December 2024

The director presents his report and the consolidated financial statements for the period ended 31 December 2024.

Director of the group

The director who held office during the year was as follows:

P G Cullen

Financial instruments

Objectives and policies

The group's principal financial instruments comprises bank balances, bank overdrafts, trade creditors, trade debtors, loans to the group and finance lease agreements. The main purpose of these instruments is to raise funds to finance the group's operations.

Price risk, credit risk, liquidity risk and cash flow risk

Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the finance instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibiity through the use of overdrafts at floating rates of interest. The group makes use of money market facilities where funds are available.

In respect of loans, these comprise loans from financial institutions. The interest rate on the loans from financial institutions is variable but the monthly repayments are fixed. The group manages liquidity risk by ensuring there are sufficient funds to meet the payments.

The group is a lessee in respect of finance leased assets. The liquidity risk in respect of these is managed in the same way as loans above.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Research and development

The group is involved in ongoing research and development projects aimed at the continual improvement of the durability and longevity of the products manufactured by the group:

• Identification of key material characteristics for production control

• Developing an understanding of materials for the purposes of numerical modelling and demonstrating longevity

• New techniques to develop a robust physical test to predict long term structural performance

• Advanced testing of the group's polymer materials

SDS Water Group Limited

Director's Report for the Year Ended 31 December 2024

Environmental matters

The group's management is acutely aware of the operational impact the business has on the environment and the need to manage and address the group's greenhouse gas emissions and energy consumption. Whilst the director believes the group's innovative solutions enables businesses to reduce their environmental impact the company and its subsidiaries have taken the permitted exemptions for the current year and not provide the Streamlined Energy and Carbon Reporting information.

Demands for a lower carbon footprint for water are likely to migrate water infrastructure from one that is currently based on a centralised system, to one that also integrates recycling with distributed storage and treatment systems at a local level. SDS is committed to designing and engineering solutions that reflect this progression towards integrated ‘smart networks’ and a more sustainable approach to urban water management.

Future Developments

The future developments of the business are included within the strategic report.

Disclosure of information to the auditor

Reappointment of auditors

The auditors Albert Goodman LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 30 September 2025 and signed on its behalf by:

SDS Water Group Limited

Statement of Director's Responsibilities

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SDS Water Group Limited

Independent Auditor's Report to the Members of SDS Water Group Limited

Opinion

We have audited the financial statements of SDS Water Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 auditor 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.

SDS Water Group Limited

Independent Auditor's Report to the Members of SDS Water Group Limited

Other information

The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

In the light of our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.

Matters on which we are required to report by exception

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities set out on page 8, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is 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 director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

SDS Water Group Limited

Independent Auditor's Report to the Members of SDS Water Group Limited

Auditor 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The extent to which the audit was considered capable of detecting irregularities including fraud

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:

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

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

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

SDS Water Group Limited

Independent Auditor's Report to the Members of SDS Water Group 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.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 auditor's report.

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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Walford ACA (Senior Statutory Auditor)
For and on behalf of Albert Goodman LLP, Statutory Auditor

Goodwood House
Blackbrook Park Avenue
Taunton
Somerset
TA1 2PX

30 September 2025

SDS Water Group Limited

Consolidated Profit and Loss Account
for the Year Ended 31 December 2024

SDS Water Group Limited

Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2024

SDS Water Group Limited

(Registration number: 15253521)
Consolidated Balance Sheet as at 31 December 2024

Approved and authorised by the director on 30 September 2025
 

SDS Water Group Limited

(Registration number: 15253521)
Balance Sheet as at 31 December 2024

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company made a profit after tax for the financial year of £4,904,726 (2023 - loss of £47,560).

Approved and authorised by the director on 30 September 2025
 

SDS Water Group Limited

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024