REGISTERED NUMBER: 05876801 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

FOR

FLUVIAL INNOVATIONS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S Gough

M W Coupland

REGISTERED OFFICE:

Squire Patton Boggs (UK) LLP

Rutland House

148 Edmund Street

Birmingham

B3 2JR

REGISTERED NUMBER:

05876801 (England and Wales)

AUDITORS:

Haines Watts Scotland

Business Advisors, Accountants and

Statutory Auditors

Q Court

3 Quality Street

Edinburgh

EH4 5BP

CURRENT ASSETS

Stocks

98,030

-

Debtors

5

556,155

554,844

Cash at bank

19,421

69,538

673,606

624,382

CREDITORS

Amounts falling due within one year

6

(137,692

)

(122,507

)

NET CURRENT ASSETS

535,914

501,875

TOTAL ASSETS LESS CURRENT LIABILITIES

535,914

501,875

PROVISIONS FOR LIABILITIES

-

(5,742

)

NET ASSETS

535,914

496,133

CAPITAL AND RESERVES

Called up share capital

1,053

1,053

Share premium

49,947

49,947

Retained earnings

484,914

445,133

535,914

496,133

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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:

S Gough - Director

1.	STATUTORY INFORMATION

Fluvial Innovations 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 Company Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

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

GOING CONCERN

The company has a cross guarantee with various UK entities within the group in respect of group borrowings/debt. During the year, certain covenants associated with the group borrowings/debt were breached. However, the group, of which this entity is a part, has undertaken a successful refinancing. This refinancing consists of, amongst other things:

1. an injection of capital from the parent company;

2. an injection of capital via asset backed lending;

3. a deferral of certain interest payments due;

4. a short-term capital repayment holiday; and

5. a revision to the existing covenant arrangements.

The directors consider that the refinancing will allow the group to operate for at least 12 months from the date of signing the financial statements. As part of this consideration the directors have prepared projections at company/group level which indicate a positive cash flow through to October 2027 and no expected breach of covenants

Thus the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.

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.

TURNOVER

Turnover represents the sale of modular flood defence barriers, excluding discounts, rebates, value added tax and other sales taxes, and is recognised when the goods are dispatched.

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.

Patents and licences have been fully amortised in the current year.

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% per annum reducing balance

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

STOCKS

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

FINANCIAL INSTRUMENTS

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, 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 or in the case of an out-right short-term loan not at 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.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income.

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 estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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 Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 November 2023

and 31 October 2024

125,972

DEPRECIATION

At 1 November 2023

and 31 October 2024

125,972

NET BOOK VALUE

At 31 October 2024

-

At 31 October 2023

-

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

115,597

4,890

Amounts owed by group undertakings

440,558

545,073

Other debtors

-

4,881

556,155

554,844

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

-

44,557

Amounts owed to group undertakings

49,915

-

Taxation and social security

78,471

17,359

Other creditors

9,306

60,591

137,692

122,507

7.	SECURED DEBTS

The group bank loans are subject to cross company guarantees and are secured by a standard security over various properties and a bond and fixed and floating charges over the company's assets.

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

The Report of the Auditors was qualified on the following basis:

Basis for qualified opinion

We were appointed auditor of the company on 15 December 2023 and thus did not observe the counting of physical inventories at the beginning of the period. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 October 2023. Since opening inventories enter into the determination of the financial performance, we were unable to determine whether adjustments might have been necessary in respect of the profit for the period reported in the income statement.

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 company 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 qualified opinion.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of Haines Watts Scotland

9.	CONTINGENT LIABILITIES

The company has entered into various fixed and floating charges in favour of Chiltern Capital Nominees (Spill) Limited. The floating charge includes a cross-company guarantee for the various UK group entities.

The company assets are subject to cross company guarantees and used as security for a group borrowing facility of £15,396,917 advanced during the year. The group borrowing is due to be repaid by April 2029.

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 31 October 2024 and the period ended 31 October 2023:

2024

2023

£

£

S T Phelps

Balance outstanding at start of year

-

90,350

Amounts repaid

-

(90,350

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

-

11.	POST BALANCE SHEET EVENTS

Subsequent to the year end the group, of which this entity is a part, has completed a refinancing. Further details of this can be found in note 2.

Subsequent to the year end a fellow subsidiary company, Empteezy Iberica S.L. , has entered into liquidation. Amounts due from this entity at the year end to the company have been provided for in the financial statements to 31 October 2024.

12.	ULTIMATE CONTROLLING PARTY

At the year end the ultimate parent company is Spill Topco Limited , a company incorporated in Jersey with registered number 145703. The immediate parent company is Empteezy Holdings Limited, a company incorporated in Scotland with company registration number SC741609.

The parent undertaking of the largest and smallest group for which consolidated financial statements are prepared is Spill Midco 1 Limited. Consolidated financial statements for Spill Midco 1 Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

There is no ultimate controlling party.