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Registered number: 09669211 AEVI UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
AEVI UK LIMITED COMPANY INFORMATION
Directors | M W Camerling
| M Finke
Registered number | 09669211
Registered office | 71-91 Aldwych
| London
| WC2B 4HN
Independent auditors | MHA
| Lyndean House
| 30-32 Albion Place
| Maidstone
| United Kingdom
| ME14 5DZ
AEVI UK LIMITED CONTENTS
| Page
Directors' Report | 1 - 2
Independent Auditors' Report | 3 - 6
Statement of Comprehensive Income | 7
Balance Sheet | 8
Statement of Changes in Equity | 9
Notes to the Financial Statements | 10 - 25
AEVI UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 to 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.
Directors
The directors who served during the year were:
M W Camerling
M Finke
Qualifying third-party indemnity provisions
The Company has put in place qualifying third party indemnity provisions for all of the directors.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 1
AEVI UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
M W Camerling Director
Date: 20 May 2026
Page 2
AEVI UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED
Opinion
We have audited the financial statements of AEVI UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 101 ‘Reduced Disclosure Framework’ (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 loss for the year 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 United Kingdom, including the Financial Reporting Council'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.
Material uncertainty related to going concern
We draw attention to Note 2.3 in the financial statements, which states that the Company is reliant on financial support from its immediate parent company, AEVI International GmbH, in order to meet its financial obligations as they fall due. This support is dependent on the parent company’s ability to execute its business plans and to meet its financial covenants utilising the proceeds of a €11.5 million convertible loan secured in February 2026 from its existing and new shareholders. As stated in Note 2.3, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 3
AEVI UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report 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 Directors' Report. 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; 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report. Page 4
AEVI UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.
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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙enquiry of management, those charged with governance around actual and potential litigation and claims; ∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; ∙reviewing minutes of meetings of those charged with governance; ∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and ∙maintaining professional scepticism throughout the course of our audit work. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' Report. Page 5
AEVI UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Aaron Hawkins BSc FCCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditor Maidstone, United Kingdom 21 May 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) Page 6
AEVI UK LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
| £000 | £000
Turnover |  | 6,490 | 7,150
Cost of sales |  | (6,173) | (6,734)
Gross profit |  | 317 | 416
Administrative expenses |  | (14) | (567)
Operating profit/(loss) |  | 303 | (151)
Interest receivable and similar income |  | 13 | -
Interest payable and similar expenses |  | (357) | (125)
Loss before tax |  | (41) | (276)
Loss for the financial year |  | (41) | (276)
There was no other comprehensive income for 2025 (2024:£nil)
The notes on pages 10 to 25 form part of these financial statements.
Page 7
AEVI UK LIMITED REGISTERED NUMBER: 09669211 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 7 |  | 56 |  | 41
|  |  | 56 |  | 41
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 2,467 |  | 1,562 |
Cash at bank and in hand | 9 | 29 |  | 1,071 |
|  | 2,496 |  | 2,633 |
Creditors: amounts falling due within one year | 10 | (2,891) |  | (785) |
Net current (liabilities)/assets |  |  | (395) |  | 1,848
Total assets less current liabilities |  |  | (339) |  | 1,889
Creditors: amounts falling due after more than one year | 11 |  | - |  | (2,187)
|  |  | (339) |  | (298)
Net liabilities |  |  | (339) |  | (298)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 400 |  | 400
Profit and loss account |  |  | (739) |  | (698)
|  |  | (339) |  | (298)
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M W Camerling
Director
Date: 20 May 2026
The notes on pages 10 to 25 form part of these financial statements. Page 8
AEVI UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 January 2024 | 400 | (422) | (22)
Loss for the year | - | (276) | (276)
At 1 January 2025 | 400 | (698) | (298)
Loss for the year | - | (41) | (41)
At 31 December 2025 | 400 | (739) | (339)
| The notes on pages 10 to 25 form part of these financial statements.
Page 9
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
AEVI UK Limited is a private company, limited by shares, which is registered and domiciled in England and Wales under the Companies Act 2006. The Company's registered office address is 71-91 Aldwych, London, WC2B 4HN. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Aevi International GmbH as at 31 December 2025 and these financial statements may be obtained from Ahornallee 9, 33106 Paderborn, Germany. Page 10
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The directors have prepared cash flow forecasts for the Company covering a period of at least twelve months from the date of approval of these financial statements in order to assess the appropriateness of adopting the going concern basis of preparation. The Company generates revenues from direct customer sales and from providing research and development and support services to its immediate parent undertaking, AEVI International GmbH, and is therefore dependent on the financial support of the wider Group. In assessing going concern, the directors have considered the cash flow forecasts and liquidity position of the Group. At the balance sheet date, the Group’s available liquidity was limited and the Company’s ability to continue as a going concern was dependent on the continued financial support of its parent undertaking. Subsequent to the year end, during 2026, AEVI International GmbH secured a convertible loan of €11.5m from existing and new investors. This funding is a key component of the Group’s liquidity and is expected to provide sufficient resources to enable the Group to continue to support the Company over the going concern assessment period. AEVI International GmbH has confirmed its intention to continue to provide financial support to the Company and has undertaken not to demand repayment of intercompany balances for a period of at least twelve months from the date of approval of these financial statements, or until such time as the Company is able to settle these amounts. Notwithstanding the above, the Group’s ability to provide ongoing financial support is dependent on the successful execution of its business plan and the management of its cash resources within the limits of the funding obtained and to meet its financial covenants. As a result, a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The directors have a reasonable expectation that the Company will continue to receive the necessary financial support from the Group and, accordingly, have adopted the going concern basis in preparing these financial statements. The financial statements do not include any adjustments that would result if the going concern basis of preparation were no longer appropriate. Page 11
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest £1,000. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer. Rendering of services Turnover from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, turnover is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously. Page 12
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Leases
The Company accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria: a) there is an identified asset; b) the Company obtains substantially all the economic benefits from use of the asset; and c) the Company has the right to direct use of the asset. The Company considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is not identified as giving rise to a lease. In determining whether the Company obtains substantially all the economic benefits from use of the asset, the Company considers only the economic benefits that arise from the use of the asset, not those incidental to legal ownership or other potential benefits. In determining whether the Company has the right to direct use of the asset, the Company considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, the Company considers whether it was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the Company applies other applicable IFRSs rather than IFRS 16. All leases are accounted for by recognising a right-of-use asset and a lease liability except for: ∙leases of low value assets; and ∙leases with a duration of 12 months or less. Lease Measurement Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: ∙amounts expected to be payable under any residual value guarantee; ∙the exercise price of any purchase option granted in favour of the Company if it is reasonably certain to exercise that option; and ∙any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Page 13
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Leases (continued)
When the Company revises its estimate of the term of any lease (because, for example, it reassesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss. When the Company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification: ∙if the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy; ∙in all other cases where the renegotiation increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and ∙if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial or full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount. For contracts that both convey a right to the Company to use an identified asset and require services to be provided to the Company by the lessor, the Company has elected to account for the entire contract as a lease, i.e. it does not allocate any amount of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 14
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.11 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 15
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Right of use assets - property | - | over life of lease
|  |  |  | Fixtures, fittings, tools and equipment | - | 3 to 5 years or over life of lease if less
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. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Impairment of fixed assets The carrying amounts of the Company's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 16
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
| 2.16 | Financial instruments
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Fair value through profit or loss Where financial assets are subsequently measured at fair value at the end of the reporting period, any fair value gains or losses are recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. Impairment of financial assets The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. Financial liabilities Fair value through profit or loss Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship. Page 17
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
At amortised cost Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
3. | Judgements in applying accounting policies 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 amounts 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 following judgements have had the most significant effect on amounts recognised in the financial statements: Key sources of estimation uncertainty Judgement in identifying whether a contract includes a lease At inception of a contract, an assessment is made whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Discount rate for Right of Use assets and expected lease term In determining the discount rate and expected lease term, the directors have exercised judgement, taking into account market borrowing rates and lease terms for similar properties and arrangements. Assessment as to whether the right-of-use assets are impaired The directors assess whether right-of-use assets are impaired by estimating their recoverable amounts, based on assumptions about future economic benefits and achievable market rental rates for comparable properties. Page 18
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration and R&D | 16 | 19
|  | Services | 20 | 24
|  |  | 36 | 43
5. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Directors' emoluments | 246 | 244
| Company contributions to defined contribution pension schemes | 20 | 19
|  | 266 | 263
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £245,000 (2024 - £238,000).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £20,000 (2024 - £19,000).
6. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Tax on loss | - | -
Page 19
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 6.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Loss on ordinary activities before tax | (41) | (276)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (10) | (69)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1 | 37
| Non-taxable income | (15) | (22)
| Movement in deferred tax not recognised | 24 | 54
| Total tax charge for the year | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. A deferred tax asset of £426k (2024 - £399k) arising from carried forward tax losses and other temporary timing differences of £1,704k (2024 - £1,597k) is not recognised, due to uncertainty of available future taxable profits. Page 20
AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Tangible fixed assets
|  | Right of use assets - property | Computer equipment | Total
|  | £000 | £000 | £000
| Cost or valuation |  |  |
| At 1 January 2025 | 168 | 104 | 272
| Additions | 40 | 21 | 61
| Disposals | (168) | (3) | (171)
| At 31 December 2025 | 40 | 122 | 162
| Depreciation |  |  |
| At 1 January 2025 | 130 | 101 | 231
| Charge for the year on owned assets | - | 5 | 5
| Charge for the year on right-of-use assets | 41 | - | 41
| Disposals | (168) | (3) | (171)
| At 31 December 2025 | 3 | 103 | 106
| Net book value |  |  |
| At 31 December 2025 | 37 | 19 | 56
| At 31 December 2024 | 38 | 3 | 41
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AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Debtors
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 165 | 303
| Amounts owed by group undertakings | 2,195 | 1,139
| Other debtors | 4 | 17
| Prepayments and accrued income | 103 | 103
|  | 2,467 | 1,562
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
9. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 29 | 1,071
|  | 29 | 1,071
10. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other loans | 2,450 | 238
| Trade creditors | 90 | 67
| Other taxation and social security | 183 | 188
| Lease liabilities | 37 | 54
| Accruals and deferred income | 131 | 238
|  | 2,891 | 785
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AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other loans | - | 2,187
|  | - | 2,187
12. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts falling due within one year |  |
| Other loans | 2,450 | 238
| Amounts falling due 1-5 years |  |
| Other loans | - | 2,187
|  | 2,450 | 2,425
| During 2024, the Company entered into a loan facility for a total amount of €5.0m, comprising a first tranche of €3.0m (“Tranche A”) and a second tranche of €2.0m (“Tranche B”). The facility bears interest at the Bank of England Base Rate plus 7%, subject to a minimum interest rate of 10.5% and a maximum interest rate of 13.5%, and is repayable in monthly instalments commencing in September 2025, with full settlement due by September 2028. The facility is secured by a debenture, incorporating fixed and floating charges over all property and undertakings of the Company. Tranche A was drawn down on 30 September 2024 at the sterling equivalent of £2.5m. Tranche B was undrawn at the reporting date and, following subsequent amendments to the loan facility, is no longer available to be drawn. During the year the Company breached a covenant relating to the loan facility, which resulted in the loan becoming repayable on demand as at the reporting date. Accordingly, the loan has been classified as a current liability as the Company did not have an unconditional right to defer settlement for at least 12 months from the reporting date. Subsequent to the reporting date, the lender provided a waiver of the covenant breach. This waiver is considered a non-adjusting post balance sheet event.
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AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Leases
| Company as a lessee
| The only leasing activity of the Company in the year related to the long-term lease of property as disclosed in note 7. A maturity analysis of the future undiscounted lease payments in respect of the Company's lease liabilities is presented in the table below.
| Lease liabilities are due as follows:
|  |  |  | 2025 | 2024
|  |  |  | £000 | £000
| Not later than one year | 37 | 54
|  | 37 | 54
| The total cash outflow for leases in the year was £60,000 (2024 - £82,000).
| The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
|  |  |  | 2025 | 2024
|  |  |  | £000 | £000
| Interest expense on lease liabilities | 5 | 5
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AEVI UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 400,000 (2024 - 400,000) Ordinary shares of £1.00 each | 400 | 400
15. | Pension commitments
The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £183,000 (2024 - £231,000). Contributions totalling £NIL (2024 - £NIL) were payable to the fund at the balance sheet date.
16. | Related party transactions
| The Company has applied the exemption available under FRS 101 not to disclose transactions with wholly owned entities of the same group.
17. | Controlling party
The Company is a subsidiary undertaking of AEVI International GmbH, with HPE Institutional Fund II Cooperative U.A. the ultimate parent company. The largest and smallest group in which the results of the Company are consolidated is that headed by AEVI International GmbH. The consolidated financial statements of these groups are available and may be obtained from Ahornallee 9, 33106 Paderborn, Germany.
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