Company Registration No. 01868383 (England and Wales)
Orbital Gas Systems Limited
Annual report and financial statements
for the period ended 31 December 2025
Orbital Gas Systems Limited
Company information
Directors
Matthew Allen
Alexander Bonner
(Appointed 12 May 2025)
Derek Harcus
(Appointed 12 May 2025)
Company number
01868383
Registered office
Cold Meece
Swynnerton
Near Stone
Staffordshire
United Kingdom
ST15 0QN
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Orbital Gas Systems Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
Orbital Gas Systems Limited
Strategic report
For the period ended 31 December 2025
1

The directors present the strategic report for the period ended 31 December 2025.

Business Review

As the UK’s leading Gaseous Energy measurement and control partner the nZero group, of which Orbital Gas Systems Limited is a subsidiary of, plays a key role in the UK’s journey to net zero by enhancing energy security, delivering innovative low-carbon solutions, and strengthening the UK’s global competitiveness while ensuring reliable power and warm homes for all.

Orbital Gas Systems Limited continues to be trusted by its customers delivering end to end solutions backed by over 40 years of expertise and thousands of successful projects. Services include consultancy, training, end to end project delivery from concept, design, build, install, commission and 24/7 support & maintenance. Typical gaseous energy measurement solutions include fiscal and non-fiscal metering, gas analysis, pressure control, odorisation and cyber security & digital services. Core markets are Gas Transmission & Distribution, Green Gas (Biomethane) to gas grid, Low Carbon Hydrogen & CCUS and Oil, Gas & Chemical.

Industrial services provider Bilfinger acquired nZero and its subsidiaries in May 2025 strengthening its market position in gas. Bilfinger aims to increase the efficiency and sustainability of customers in the process industry and to establish itself as the number one partner in the market for this purpose. Bilfinger’s comprehensive portfolio covers the entire value chain from consulting, engineering, manufacturing, assembly, maintenance and plant expansion to turnarounds and digital applications.

For the 15-month period, turnover increased to £30.4m (2024: £15.1m) representing a 61% pro rata increase through the combination of delivering a larger opening order book of £26.1m (2024: £10.1m) and the markets continued investment into green gas and decarbonisation projects coupled with the RIIO2 investment cycle across the gas transmission and distribution networks.

Gross margin decreased to 35.2% (2024: 37.7%) whilst administration expenses in the 15-month period increased to £6.8m, which on a pro-rata 12-month basis equates to £5.4m compared to £4.2m in the prior year representing an increase of 30%. The increase in administration expenses related to investment into training, recruitment fees and general inflation across overheads.

Operating profit before amortisation, depreciation, interest, and exceptional costs saw a substantial increase during the 15-month period, rising to £3.9m from £1.5m in the previous year. This growth was driven by the increase in turnover and a smaller proportional increase in administration expenses.

On 31 December 2025 net assets were £11.3m (2024: £8.0m). Cash at bank decreased to £3.6m (2024: £4.9m) with intercompany payments to Bilfinger more than offsetting cash generated from profit.

Cyber security

Cyber security remains a significant risk for Orbital and its customer base. Orbital now benefits from Bilfinger’s systems and resources strengthening its ability to withstand / mitigate cyber threats and during the period there has been a significant investment in its internal infrastructure, employee awareness training and processes with a view to protecting critical systems and sensitive information from digital attacks. Orbital continues to work with specialist cyber security organisations for access to best of breed testing software and support and is proactively working with its customers to ensure their infrastructure and assets are adequately protected.

Financial key performance indicators

The Company monitors several KPI’s on a regular basis including Turnover per employee; project margin, sector margin, contribution from third party costs (“Throughput”), productivity, trade debtor and trade creditor days, operating cash flow and sales pipeline conversion. The results of the KPIs are commercially sensitive information and have not been disclosed.

Orbital Gas Systems Limited
Strategic report (continued)
For the period ended 31 December 2025
2
Research & Development

Investment in research and development remains a key pillar of Orbital’s long term strategy to build partnerships with technology companies focused on decarbonisation solutions providing expert practical knowledge and support to help such companies commercialise new technology. During the period Orbital continued its investment in research and development across a variety of novel projects.

On behalf of the board

Derek Harcus
Director
1 June 2026
Orbital Gas Systems Limited
Directors' report
For the period ended 31 December 2025
3

The directors present their annual report and financial statements for the period ended 31 December 2025.

Principal activities

The principal activity of the Company in the year under review was the design, build, commissioning and maintenance of equipment focused in the measurement and control of gas and liquid properties with a successful track record in the Oil, Gas and Chemical market, UK gas distribution and transmission, injection of renewable biomethane gas into the UK gas grid and the delivery of innovative solutions to decarbonise energy, while supporting customers’ commercial and technological challenges to meet carbon emission reduction targets.

Results and dividends

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Matthew Allen
Karl Daniel
(Resigned 12 May 2025)
Nicholas Maguire
(Resigned 12 May 2025)
Neil Stuchbury
(Resigned 12 May 2025)
Ian Brown
(Resigned 12 May 2025)
Alexander Bonner
(Appointed 12 May 2025)
Derek Harcus
(Appointed 12 May 2025)
Financial instruments
Pricing risk

The Company’s cost base and margin may be impacted by fluctuations in freight, energy, labour and other input costs. The Company has a strong commercial focus on procurement. Pricing and cost improvement initiatives are maintained along with ongoing monitoring of the commercial implications of commodity price and other input cost movements.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulties in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing the cash generation of its operations with strong focus on cash collection and regular and detailed cashflow forecasting. The business has no material exposure to non-basic financial instruments.

Employee retention and attraction risk

The ability to retain and attract talent is critical to the success of the Company operations. A fundamental pillar of the Company’s strategy is focused on its people with a goal is to become a great place to work, where people feel safe and appreciated, and know they are doing something important and contributing to a net zero future. Under pinning the goal are clear and measurable objectives such as staff turnover to be less than 9.5%. Every day the team continues to work on the individual actions required to deliver the objectives such as regular clear and communication from the top, wellness and team building events, staff surveys, competitive benchmarked remuneration, training and development through the nZero academy and clear succession planning.

Orbital Gas Systems Limited
Directors' report (continued)
For the period ended 31 December 2025
4
Foreign currency risk

The results of operations and financial position are measured using the functional currency of the primary economic environment in which the entity operates. Transactions are conducted in British Pounds, Euros and US Dollars. The company is exposed to exchange rate fluctuations and hence, currency rates changes are monitored to minimize the effect on results of operations.

Credit risk

Credit risk is the risk that customers or counterparties will not be able to meet their obligations to the company. The company has policies aimed at minimising such losses and require that deferred payment terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.

Regulatory risk

The risk faced by the business is the regulatory risk relating to changes to employment and tax legislation. The company actively engages in the consultation phase of any proposed legislative changes, and positively embraces the final legislation. The company is committed to investing in both the resources and system changes necessary to ensure full compliance with such legislative changes.

Auditor

Saffery LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

Orbital Gas Systems Limited
Directors' report (continued)
For the period ended 31 December 2025
5
On behalf of the board
Derek Harcus
Director
1 June 2026
Orbital Gas Systems Limited
Independent auditor's report
To the member of Orbital Gas Systems Limited
6
Opinion

We have audited the financial statements of Orbital Gas Systems Limited (the 'company') for the period ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 31 December 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. O ur responsibilities under those standards are further described in the Auditor's 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.

Emphasis of Matter - Financial statements prepared on a basis other than going concern

We draw attention to Note 1.3 to the financial statements which explains that the directors have hived the trade and assets of the company to the immediate parent company of nZero Group Limited, Bilfinger UK Limited on 30 April 2026 and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern.

Our opinion is not modified in this regard.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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 our audit:

- the information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Orbital Gas Systems Limited
Independent auditor's report
To the member of Orbital Gas Systems Limited (continued)
7
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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 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.

Auditor's 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

Orbital Gas Systems Limited
Independent auditor's report
To the member of Orbital Gas Systems Limited (continued)
8

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Simon Kite
Senior Statutory Auditor
For and on behalf of Saffery LLP
1 June 2026
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
Orbital Gas Systems Limited
Statement of comprehensive income
For the period ended 31 December 2025
9
Period
Year
ended
ended
31 December
30 September
2025
2024
Notes
£000
£000
Turnover
3
30,408
15,051
Cost of sales
(19,690)
(9,377)
Gross profit
10,718
5,674
Administrative expenses
(6,776)
(4,183)
Exceptional item
4
(374)
-
0
Profit before amortisation, depreciation
3,568
1,491
and interest
Amortisation
(2)
(2)
Depreciation
(97)
(35)
Operating profit
5
3,469
1,454
Interest receivable and similar income
8
245
165
Interest payable and similar expenses
9
(8)
(16)
Profit before taxation
3,706
1,603
Tax on profit
10
(359)
1,012
Profit for the financial period
3,347
2,615
Orbital Gas Systems Limited
Statement of financial position
As at 31 December 2025
10
31 December 2025
30 September 2024
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
11
-
0
3
Tangible assets
12
232
123
232
126
Current assets
Stocks
14
133
120
Debtors
15
18,157
8,113
Cash at bank and in hand
3,613
4,925
21,903
13,158
Creditors: amounts falling due within one year
16
(10,659)
(5,136)
Net current assets
11,244
8,022
Total assets less current liabilities
11,476
8,148
Creditors: amounts falling due after more than one year
17
(160)
(179)
Net assets
11,316
7,969
Capital and reserves
Called up share capital
20
11,305
11,305
Revaluation reserve
287
287
Capital redemption reserve
1
1
Profit and loss reserves
(277)
(3,624)
Total equity
11,316
7,969
The financial statements were approved by the board of directors and authorised for issue on 1 June 2026 and are signed on its behalf by:
Derek Harcus
Director
Company Registration No. 01868383
Orbital Gas Systems Limited
Statement of changes in equity
For the period ended 31 December 2025
11
Share capital
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
£000
£000
£000
£000
£000
Balance at 1 October 2023
11,305
287
1
(6,239)
5,354
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
-
2,615
2,615
Balance at 30 September 2024
11,305
287
1
(3,624)
7,969
Period ended 31 December 2025:
Profit and total comprehensive income
-
-
-
3,347
3,347
Balance at 31 December 2025
11,305
287
1
(277)
11,316
Orbital Gas Systems Limited
Notes to the financial statements
For the period ended 31 December 2025
12
1
Accounting policies
Company information

Orbital Gas Systems Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cold Meece, Swynnerton, Near Stone, Staffordshire, United Kingdom, ST15 0QN.

1.1
Reporting period

The financial statements have been prepared for a period of fifteen months in order to bring the company's year end in line with that of the parent company. In the prior year the financial statements were prepared for a period of twelve months. As a result, the results for this year are not entirely comparable with those for the prior year.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Orbital Gas Systems Limited is a wholly owned subsidiary of nZero Group Limited and the results of Orbital Gas Systems Limited are included in the consolidated financial statements of nZero Group Limited which are available from Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX. This is the smallest group in which the company's results are consolidated.

Orbital Gas Systems Limited is a wholly owned subsidiary of Bilfinger SE and the results of Orbital Gas Systems Limited are included in the consolidated financial statements of Bilfinger SE, a company registered in Germany. This is the largest group in which the company's results are consolidated.

Bilfinger SE consolidated accounts are available from Oskar-Meixner-Straße 1, 68163 Mannheim, Germany.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
1
Accounting policies (continued)
13
1.3
Going concern

The financial statements have been prepared on a basis other than a going concern for the 15-month period ended 31 December 2025. The directors draw attention to the post balance sheet events outlined on note 22, which are relevant to the assessment of going concern beyond the balance sheet date.true

On 30 April 2026, the trade, assets and liabilities of nZero Group Limited, which Orbital Gas Systems Limited is a part of, and its subsidiaries will be hived up and transferred into Bilfinger UK Limited, the company's immediate parent undertaking, as part of a planned intra-group reorganisation. Following completion of this transfer, nZero Group Limited will cease to trade and will become a dormant company. Therefore, the going concern basis of accounting is not appropriate.

The directors have concluded that it is appropriate to prepare the financial statements for the period ended 31 December 2025 on a basis other than going concern, as the company was trading throughout the period under review and continued to do so up to the date of the hive-up but will cease to trade following the 30 April 2026. The cessation of trade is the result of a planned and orderly intra-group restructuring initiated by the parent undertaking, and not because of any financial distress, inability to meet obligations as they fall due, or uncertainty regarding the company's financial position during the reporting period.

The directors are satisfied that all known liabilities of the company and its subsidiaries will be settled or assumed by Bilfinger UK Limited as part of the hive-up process, and that no material uncertainty exists in respect of the company's ability to meet its obligations prior to that date.

The directors have not made any adjustments to the carrying values of non‑current assets or liabilities recognised in the financial statements, as these are expected to transfer as part of the hive‑up and continue in operational use. Accordingly, there is no change in the economic substance of these assets and liabilities, and their carrying values remain consistent with the amounts expected to be realised or settled.

1.4
Turnover

Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and the turnover can be reliably measured. Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
1
Accounting policies (continued)
14
1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Licenses
10 years
Software licences
3-5 years
Website
3 years
1.7
Tangible fixed assets

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 on the following bases:

Freehold land and buildings
2% on deemed cost
Plant and machinery
20% straight line
Fixtures, fittings and equipment
10-33% straight line
Motor vehicles
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
1
Accounting policies (continued)
15

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Work in progress

Work in progress debtors represent the gross unbilled amount for contract work performed to date. They are measured at cost plus profit to date, less a provision for foreseeable losses, and less amounts billed to date. Variations are included in contract revenue when they are reliably measurable and its probable that the customer will approve the variation itself and the revenue arising from the variation. Claims are included in contract revenue only when they are reliably measurable and negotiations have reached an advanced stage such that it is probable that the customer will accept the claim. Cost includes all expenditure related directly to specific projects.

Construction contract debtors are presented as either work in progress or accrued income on the balance sheet, depending on the stage of completeness, and need to be reviewed conjunctively, from year to year. If payments received from customers exceed the income recognised, then the difference is presented in accruals and deferred income in the balance sheet.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
1
Accounting policies (continued)
16
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
1
Accounting policies (continued)
17
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and development tax credits

The company, in the normal course of business, incurs expenses that are related to research and development and as such attract tax credits from HMRC. These credits are recognised as a credit within the income tax line of the profit and loss in the period in which the claim has been agreed with HMRC, with the remaining unpaid but agreed balance recognised within other debtors.

Where claims are under discussion with HMRC, the credit will be recognised at the point that it is considered that the claim will sufficiently progress so that the asset recognition criteria as set out in FRS102 of virtually certain recovery is met.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
1
Accounting policies (continued)
18
1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
19
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provision for receivables

The company establishes a provision for receivables for that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the aging of the receivables, past experience of recoverability, and the credit profiles of individual customers, as described in 1.11.

Valuation of inventory

The company establishes a provision for inventory that is not deemed to be held at the lower of cost and net realisable value. When assessing this the directors consider the recent movement of stock, past experience and future expectations for sale, as described in 1.9.

Determining useful economic lives of tangible fixed assets

The company depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programme, as described in 1.7.

The judgement is applied by management when determining the residual values of tangible fixed assets. When determining the residual value, management aim to assess the amount that the company would currently obtain for disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.

Work in progress

There are a number of assumptions in the calculation of work in progress in respect to construction contract debtors as described in note 1.9.

Deferred tax asset

The company has tax losses of £1,644k (2024: £5,525k), but only recognises a deferred tax asset in respect of these losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. The directors consider that sufficient future taxable profits will arise over the next five months, prior to the transfer of the trade and assets, to utilise the deferred tax asset of £411k (2024: £1,032k).

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
20
3
Turnover
2025
2024
£000
£000
Turnover analysed by class of business
Design, build and commissioning
26,212
11,040
Service, spares and licensed technology sales
4,196
4,011
30,408
15,051
2025
2024
£000
£000
Turnover analysed by geographical market
UK
29,096
13,832
Europe
1,120
1,191
Rest of the world
192
28
30,408
15,051
4
Exceptional item
2025
2024
£000
£000
Expenditure
Exit costs
374
-

The financial statements include exceptional costs that have been separately disclosed in order to provide a clear understanding of the company’s financial performance. The exceptional costs relate to material expenses incurred during the year that are considered to be outside of the principal activities of the business and non-recurring.

The exceptional costs are in relation to the following: £373,750 of employee/director related bonuses incurred in relation to the sale of 100% of the share capital of nZero Group Limited and its subsidiaries.

5
Operating profit
2025
2024
Operating profit for the period is stated after charging/(crediting):
£000
£000
Exchange (gains)/losses
(1)
37
Depreciation of owned tangible fixed assets
97
35
Loss on disposal of tangible fixed assets
72
-
Amortisation of intangible assets
2
2
Operating lease charges
783
501
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
21
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
24
26
7
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2025
2024
Number
Number
Operational labour
107
79
Administration & support
22
21
Sales & marketing
6
6
Total
135
106

Their aggregate remuneration comprised:

2025
2024
£000
£000
Wages and salaries
8,220
4,268
Social security costs
999
494
Pension costs
594
239
9,813
5,001
8
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest on bank deposits
228
135
Other interest income
17
30
Total income
245
165
9
Interest payable and similar expenses
2025
2024
£000
£000
Other interest
8
16
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
22
10
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
74
-
0
Adjustments in respect of prior period R&D claims
(337)
(272)
Total current tax
(263)
(272)
Deferred tax
Origination and reversal of timing differences
622
-
0
Previously unrecognised tax loss, tax credit or timing difference
-
0
(740)
Total deferred tax
622
(740)
Total tax charge/(credit)
359
(1,012)

The actual charge/(credit) for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

2025
2024
£000
£000
Profit before taxation
3,706
1,603
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
927
401
Tax effect of expenses that are not deductible in determining taxable profit
76
6
Tax effect of income not taxable in determining taxable profit
(95)
(8)
Change in unrecognised deferred tax assets
(296)
-
0
Adjustments in respect of prior years
(253)
(272)
Group relief
-
0
40
Deferred tax recognised
-
0
(1,179)
Taxation charge/(credit) for the period
359
(1,012)
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
23
11
Intangible fixed assets
Licenses
Software licences
Website
Total
£000
£000
£000
£000
Cost
At 1 October 2024
211
310
5
526
Disposals
(211)
(310)
(5)
(526)
At 31 December 2025
-
0
-
0
-
0
-
0
Amortisation and impairment
At 1 October 2024
211
308
4
523
Amortisation charged for the period
-
0
1
1
2
Disposals
(211)
(309)
(5)
(525)
At 31 December 2025
-
0
-
0
-
0
-
0
Carrying amount
At 31 December 2025
-
0
-
0
-
0
-
0
At 30 September 2024
-
0
2
1
3
12
Tangible fixed assets
Freehold land
Plant and
Fixtures,
Motor
Total
and buildings
machinery
fittings and
vehicles
equipment
£000
£000
£000
£000
£000
Cost
At 1 October 2024
-
0
385
366
14
765
Additions
42
106
118
10
276
Disposals
-
0
(301)
(405)
-
0
(706)
At 31 December 2025
42
190
79
24
335
Depreciation and impairment
At 1 October 2024
-
0
341
299
2
642
Depreciation charged in the period
1
31
60
5
97
Eliminated in respect of disposals
-
0
(300)
(336)
-
0
(636)
At 31 December 2025
1
72
23
7
103
Carrying amount
At 31 December 2025
41
118
56
17
232
At 30 September 2024
-
0
44
67
12
123
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
24
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of shares held
% Held - Direct
Orbital Gas (Process and Instrumentation) Limited
1
Dormant
Ordinary
100

Registered office addresses (all UK unless otherwise indicated):

1
Cold Meece, Swynnerton, Stone, Staffordshire, ST15 0QN
14
Stocks
2025
2024
£000
£000
Raw materials and consumables
133
120
15
Debtors
2025
2024
Amounts falling due within one year:
£000
£000
Trade debtors
3,022
2,409
Amounts owed by group undertakings
13,500
3,658
Other debtors
8
6
Prepayments
296
317
Accrued income
905
674
17,731
7,064
Deferred tax asset (note 18)
426
1,049
18,157
8,113
16
Creditors: amounts falling due within one year
2025
2024
£000
£000
Trade creditors
632
1,167
Amounts owed to group undertakings
195
-
0
Taxation and social security
670
75
Other creditors
320
305
Accruals and deferred income
8,842
3,589
10,659
5,136

Deferred income includes a balance of £1,551k that relates to projects with the parent company Bilfinger UK Limited.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
25
17
Creditors: amounts falling due after more than one year
2025
2024
£000
£000
Other creditors
160
179

Included within other creditors was an amount owing to a third party in relation to a mortgage for a freehold property. The loan was secured by way of a fixed charge and negative pledge held over that property. This charge was satisfied during the year on 17 April 2025.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£000
£000
Accelerated capital allowances
(18)
5
Tax losses
411
1,032
Timing differences
33
12
426
1,049
2025
Movements in the period:
£000
Asset at 1 October 2024
(1,049)
Charge to profit or loss
623
Asset at 31 December 2025
(426)

An amount of £426k of the above deferred tax asset set out above is expected to reverse within 12 months and relates to losses available to set off against future profits and short term timing differences.

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
594
239

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totaling £136 k (202 4: £48 k) were payable at the balance sheet date.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
26
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
11,304,668
11,304,668
11,305
11,305

The company has one class of ordinary shares which carry no right to fixed income.

21
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£000
£000
Within one year
517
437
Between two and five years
1,589
1,222
In over five years
891
1,164
2,997
2,823
22
Events after the reporting date

On 1 January 2026, the employees of the company were transferred under TUPE regulations to Bilfinger UK Limited, nZero Group Limited's immediate parent undertaking. All known employee related liabilities of the company were assumed by Bilfinger UK Limited as part of this process.

This transfer was undertaken as part of a planned intra-group reorganisation following the acquisition of nZero Group Limited and its subsidiaries by Bilfinger SE.

On 30 April 2026, the trade, assets and liabilities of nZero Group Limited, which Orbital Gas Systems Limited is a part of, and its subsidiaries were transferred to Bilfinger UK Limited, the company's immediate parent undertaking, by way of an intra-group hive-up. Following completion of this transfer, nZero Group Limited ceased to trade and became a dormant company. All known liabilities of the company and its subsidiaries were assumed by Bilfinger UK Limited as part of this process.

This transfer was undertaken as part of a planned intra-group reorganisation following the acquisition of nZero Group Limited by Bilfinger SE. The hive-up represents a non-adjusting post balance sheet event in accordance with FRS 102 Section 32, as it arose after the balance sheet date and does not reflect conditions existing at 31 December 2025.

The directors do not consider this event to give rise to any additional liabilities or obligations for the company beyond those already recognised in the financial statements for the period ended 31 December 2025.

23
Ultimate controlling party

The immediate parent company is considered to be nZero Group Limited, a company incorporated in the United Kingdom. The ultimate controlling party of the company is Bilfinger SE.

Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the period ended 31 December 2025
23
Ultimate controlling party (continued)
27

The following are t he parents of the largest and smallest groups in which this company's results are consolidated:

Largest group
Bilfinger SE
Smallest group
Nzero Group Limited

Bilfinger SE consolidated accounts are available from Oskar-Meixner-Straße 1, 68163 Mannheim, Germany.

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