REGISTERED NUMBER: 03437265 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 31 DECEMBER 2023 TO 30 JUNE 2025

FOR

AKWEL BIRMINGHAM UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

B C Coutier

Akwel SA

SECRETARY:

L Hambly

REGISTERED OFFICE:

5 5 Westpoint Business Park,

Bumpers Farm

Chippenham

Wiltshire

SN14 6RB

REGISTERED NUMBER:

03437265 (England and Wales)

AUDITORS:

Ad Valorem Audit Services Limited

Chartered Certified Accountants

& Statutory Auditors

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

The directors present their report with the financial statements of the company for the period 31 December 2023 to 30 June 2025.

Akwel Birmingham UK Limited is a private limited company incorporated and domiciled in the United Kingdom.

REVIEW OF BUSINESS

A decision was made at group level in November 2021 to cease manufacturing in the UK during 2022.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 31 December 2023 to the date of this report.

B C Coutier

Akwel SA

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Ad Valorem Audit Services Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

B C Coutier - Director

12 May 2026

Opinion

We have audited the financial statements of Akwel Birmingham UK Limited (the 'company') for the period ended 30 June 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet 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:

-	give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	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 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 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 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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:

In our process of identifying fraud risks we assessed events or conditions that indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud ("fraud risk factors") to determine how fraud risks are relevant to our audit. Based on the auditing standards we addressed two fraud risks that were relevant to our audit, in relation to revenue recognition and management override of controls. Based upon our analysis of fraud risk factors, we have not identified any additional fraud risks.

Our audit procedures included an evaluation of the design, implementation as well as the operating effectiveness of internal controls relevant to mitigate these risks. We also performed substantive audit procedures, including detailed testing of high risk journal entries and procedures to satisfy ourselves that revenue has been properly recognised in the financial statements in accordance with financial reporting standards and the Company's accounting policies. Through these procedures, we did not identify any material actual or suspected incidences of fraud.

We have evaluated facts and circumstances in order to assess laws and regulations relevant to the Company. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience, through discussion with the Directors and other management (as required by auditing standards) and discussed with the Directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including taxation and financial reporting (including related company legislation) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect:

- Data privacy, reflecting the Company's management of personal and corporate data

- Environmental regulation, reflecting environmental impact restrictions, waste and contamination related to the Company's distribution and operating processes.

Auditing standards limit the required audit procedures to identify non-compliance with these regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we did not identify any material actual or suspected non-compliance in any of the above areas.

We note that our audit is not primarily designed to detect non-compliance with laws and regulations and the Directors and other management are responsible for such internal control as the Directors and other management of the Company determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to errors or fraud, including compliance with laws and regulations. Additionally, owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Darren Kerins FCCA (Senior Statutory Auditor)

for and on behalf of Ad Valorem Audit Services Limited

Chartered Certified Accountants

& Statutory Auditors

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

12 May 2026

TURNOVER

-

415,128

Cost of sales

-

834,378

GROSS LOSS

-

(419,250

)

Administrative expenses

77,348

206,816

OPERATING LOSS

5

(77,348

)

(626,066

)

Interest receivable and similar income

8,130,012

5,343,681

8,052,664

4,717,615

Interest payable and similar expenses

59,504

-

PROFIT BEFORE TAXATION

7,993,160

4,717,615

Tax on profit

1,974,167

1,072,081

PROFIT FOR THE FINANCIAL PERIOD

6,018,993

3,645,534

PROFIT FOR THE PERIOD

6,018,993

3,645,534

OTHER COMPREHENSIVE INCOME

Share capital reduction

7,661,748

-

Share premium reduction

87,736,765

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

95,398,513

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

101,417,506

Prior year adjustment

293,379

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

3,938,913

CURRENT ASSETS

Debtors

6

39,747,836

143,826,932

Cash in hand

901,630

5,162,388

40,649,466

148,989,320

CREDITORS

Amounts falling due within one year

7

39,351,938

907,395

NET CURRENT ASSETS

1,297,528

148,081,925

TOTAL ASSETS LESS CURRENT LIABILITIES

1,297,528

148,081,925

CAPITAL AND RESERVES

Called up share capital

8

1,235

7,662,983

Share premium

9

-

87,736,765

Retained earnings

9

1,296,293

52,682,177

1,297,528

148,081,925

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 12 May 2026 and were signed on its behalf by:

B C Coutier - Director

1.	STATUTORY INFORMATION

Akwel Birmingham UK 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.

The presentation currency of the financial statements is the Euro (€).

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. As explained in the Report of the Directors, a decision was made at group level in November 2021 to cease manufacturing in the UK. The plant closed at the end of July 2022 and the company will be liquidated at the earliest opportunity. The directors do not consider the company to be a going concern and have therefore prepared the financial statements on a break up basis.

TURNOVER

Turnover represents the fair value of the consideration received or receivable for goods provided in the normal course of business, net of discounts, VAT and other sales related taxes. Sales of goods are recognised when goods are delivered and title has passed.

Interest income is recognised on an accruals basis.

TAXATION

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

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 period 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 AND FUNCTIONAL CURRENCY

The company prepares its financial statements in Euros, which is its functional currency. Monetary assets and liabilities in other currencies are translated into Euros at the rates of exchange ruling at the balance sheet date. Transactions in other currencies are translated into Euros at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Non monetary assets and liabilities are translated at the exchange rate at the date of transaction, any gain or loss is recognised in arriving at the operating result.

The average exchange rate for the period to 30 June 2025 was € = £0.85 (30 December 2023 : €1 = £0.87),

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised when the company has become a party to the contractual provisions of the instrument.

Trade receivables and Intra-group loans

Trade receivables and the intra-group loans are treated as loans and receivables and are initially recognised at fair value. A provision for impairment is made where there is objective evidence (including customers with financial difficulties or in default on payments), that amounts will not be recovered in accordance with original terms of the agreement. A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flows discounted using the original effective interest rate. The carrying value of the receivable is reduced through the use of an allowance account and any impairment loss is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and at bank and other short-term deposits held by the company with maturities of less than three months.

Trade payables

Trade payables are not interest-bearing and are stated at their nominal value.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

4.	EMPLOYEES AND DIRECTORS

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

5.	OPERATING LOSS

The operating loss is stated after charging:

Period

31/12/23

to

Year Ended

30/6/25

30/12/23

€

€

Stock as an expense

-

834,378

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2023

€

€

Trade receivables - general

-

28,913

Trade receivables - group undertakings

995,293

102,061

Loan to ultimate parent company

-

104,950,549

Loan to fellow subsidiary

38,738,000

38,738,000

VAT

14,543

7,409

39,747,836

143,826,932

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2023

€

€

Amounts owed to group undertakings

37,310,550

-

Taxation and social security

2,011,773

810,123

Other creditors

29,615

97,272

39,351,938

907,395

8.	CALLED UP SHARE CAPITAL

As at 31 December 2011, there were 540,000 shares of £10 each allotted, issued and fully paid. The share capital was translated into Euros at the rate of 1.419, being the exchange rate ruling when the company first adopted the Euro as its functional currency, giving a Euro value of €7,661,748.

During the year to 31 December 2012, a further 100 shares of £10 each were allotted, issued and fully paid, making the total issued share capital 540,100 shares of £10 each. Accordingly the share capital as at 31 December 2015 and 31 December 2016 was £5,401,000, which is a Euro total of €7,662,983.

The shares issued during the year to 31 December 2012 were paid for in Euros. The total received was €87,738,000, which included a premium of €87,736,765.

During the period to 30 June 2025, the share capital was reduced to 100 shares of £10 each which is a Euro total of €1,235. The share premium account was fully transferred to reserves.

9.

RESERVES

Retained

Share

earnings

premium

Totals

€

€

€

At 31 December 2023

52,682,177

87,736,765

140,418,942

Profit for the period

6,018,993

6,018,993

Dividends

(152,803,390

)

(152,803,390

)

Transfer from share premium

87,736,765

(87,736,765

)

-

Transfer from share capital

7,661,748

-

7,661,748

At 30 June 2025

1,296,293

-

1,296,293

10.	RELATED PARTY DISCLOSURES

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.

11.	POST BALANCE SHEET EVENTS

A decision was made at group level to cease operations during 2022. The company has disposed of its fixed assets and all remaining assets and liabilities will be settled as soon as possible. The company will then be dissolved at the earliest opportunity.