ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 07304447

AIV EUROPE LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Whitings LLP

Chartered Accountants & Business Advisers

Greenwood House

Greenwood Court

Skyliner Way

Bury St Edmunds

Suffolk

IP32 7GY

AIV EUROPE LIMITED

COMPANY INFORMATION

Directors	R G Cook III
	R N Loving


Company secretary	Taylor Wessing Secretaries Limited


Registered number	07304447


Registered office	5 New Street Square
	London
	EC4A 3TW


Independent auditors	Whitings LLP
	Chartered Accountant & Statutory Auditor
	Greenwood House
	Greenwood Court
	Skyliner Way
	Bury St Edmunds
	Suffolk
	IP32 7GY

AIV EUROPE LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10 - 11
Company Balance Sheet	12 - 13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 37

AIV EUROPE LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report on the group for the year ended 31 December 2025.

Business review

The Group's principal activity continues to be the sale and modification of valves.
Group turnover decreased from the previous year due to adverse market movements in the oil and gas sector. Gross profit and net margins have also declined due to increases in costs as a result of inflation and other factors.
Construction was completed during the year on the group-owned facility, which was purchased during the previous year by RLLR Properties UK Limited.
Despite the declined operating results compared to the prior year, the Directors are confident for the groups future trading prospects.

Future developments

The directors expect the results for 2026 to remain at 2025 levels.

Principal risks and uncertainties

The main risks are credit, foreign currency risk and market conditions.
Credit risk arises principally from trade debtors. This is mitigated by assessing the credit worthiness of customers and setting appropriate credit limits.
Foreign currency risk arises from purchases and sales in currencies other than the group's reporting currency. This is mitigated by the group holding cash balances in currencies to which it is exposed to fluctuations.
Economic conditions are mitigated by holding sufficient reserves to allow the company to trade during periods of lower activity.

Page 1

AIV EUROPE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators

The group's financial key performance indicators are as follows:-

	2025	2024
	£	£

Turnover	21,536,591	23,517,041
Gross profit margin	40.6%	42.8%
Net profit margin	11.5%	18.5%

This report was approved by the Board and signed on its behalf.

R G Cook III

Director

Date: 18 June 2026

Page 2

AIV EUROPE 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 Group Strategic Report, the Directors' Report and the consolidated 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,486,960 (2024 - £4,351,544).

During the year, dividends of £Nil (2024 - £Nil) were declared and paid. No further dividends have been proposed.

Directors

The directors who served during the year were:

R G Cook III

R N Loving

Future developments

Future developments are detailed within the Strategic Report.

Page 3

AIV EUROPE LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Whitings LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board and signed on its behalf.

R G Cook III

Director

Date: 18 June 2026

Page 4

AIV EUROPE LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIV EUROPE LIMITED

Opinion

We have audited the financial statements of AIV Europe Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 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 Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit 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 Group 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 5

AIV EUROPE LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIV EUROPE 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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' Responsibilities Statement set out on page 3, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

AIV EUROPE LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIV EUROPE LIMITED (CONTINUED)

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 Group 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 about any known or suspected instances of non-compliance with laws and regulations, accidents in the workplace, and fraud;

∙Enquiry of management around actual and potential litigation and claims;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

∙Challenging assumptions and judgements made by management in their significant accounting estimates; and

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the course of normal business.

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 7

AIV EUROPE LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AIV EUROPE 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.

Jonathan Moore ACCA (Senior Statutory Auditor)

for and on behalf of

Whitings LLP

Chartered Accountant & Statutory Auditor

Greenwood House

Greenwood Court

Skyliner Way

Bury St Edmunds

Suffolk

IP32 7GY

22 June 2026

Page 8

AIV EUROPE LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	21,536,591	23,517,041
Cost of sales		(12,791,728)	(13,451,381)
Gross profit		8,744,863	10,065,660
Administrative expenses		(5,266,595)	(4,179,959)
Operating profit	6	3,478,268	5,885,701
Interest receivable and similar income	8	15,498	11,792
Interest payable and similar expenses	9	(171,029)	(52,322)
Profit before taxation		3,322,737	5,845,171
Tax on profit	10	(835,777)	(1,493,627)
Profit for the financial year		2,486,960	4,351,544

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 19 to 37 form part of these financial statements.

Page 9

AIV EUROPE LIMITED

REGISTERED NUMBER: 07304447

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		-		32,669
Tangible assets	12		9,551,545		8,062,611
			9,551,545		8,095,280
Current assets
Stocks	14	5,822,627		4,898,839
Debtors: amounts falling due within one year	15	1,658,668		3,342,911
Cash at bank and in hand	16	4,866,153		5,410,230
		12,347,448		13,651,980
Current liabilities
Creditors: amounts falling due within one year	17	(1,573,441)		(2,159,844)
Net current assets			10,774,007		11,492,136
Total assets less current liabilities			20,325,552		19,587,416
Creditors: amounts falling due after more than one year	18		(1,418,186)		(3,500,000)
Provisions for liabilities
Deferred taxation	19		(437,775)		(104,785)
Net assets			18,469,591		15,982,631

Page 10

AIV EUROPE LIMITED

REGISTERED NUMBER: 07304447

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Capital and reserves
Called up share capital	20	1,030	1,030
Share premium account	21	201,449	201,449
Other reserves	21	1,267,973	1,267,973
Profit and loss account	21	16,999,139	14,512,179
		18,469,591	15,982,631

The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:

R G Cook III

Director

Date: 18 June 2026

The notes on pages 19 to 37 form part of these financial statements.

Page 11

AIV EUROPE LIMITED

REGISTERED NUMBER: 07304447

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		371,858		6,985
Investments	13		8,424,830		6,908,197
			8,796,688		6,915,182
Current assets
Stocks	14	5,426,643		4,534,622
Debtors: amounts falling due within one year	15	1,505,282		1,560,165
Cash at bank and in hand	16	3,679,161		3,865,062
		10,611,086		9,959,849
Current liabilities
Creditors: amounts falling due within one year	17	(1,416,007)		(1,979,817)
Net current assets			9,195,079		7,980,032
Total assets less current liabilities			17,991,767		14,895,214

Provisions for liabilities
Deferred taxation	19	(92,089)		-
			(92,089)		-
Net assets			17,899,678		14,895,214

Page 12

AIV EUROPE LIMITED

REGISTERED NUMBER: 07304447

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

	2025	2024
Note	£	£

Capital and reserves
Called up share capital	20		1,030		1,030
Share premium account	21		201,449		201,449
Other reserves	21		1,267,973		1,267,973
Profit and loss account brought forward		13,424,762		8,777,141
Profit for the year		3,004,464		4,647,621
Profit and loss account carried forward			16,429,226		13,424,762
			17,899,678		14,895,214

The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:

R G Cook III

Director

Date: 18 June 2026

The notes on pages 19 to 37 form part of these financial statements.

Page 13

AIV EUROPE LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,030	201,449	1,267,973	10,160,635	11,631,087

Profit for the year	-	-	-	4,351,544	4,351,544

At 1 January 2025	1,030	201,449	1,267,973	14,512,179	15,982,631

Profit for the year	-	-	-	2,486,960	2,486,960
At 31 December 2025	1,030	201,449	1,267,973	16,999,139	18,469,591

The notes on pages 19 to 37 form part of these financial statements.

Page 14

AIV EUROPE LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,030	201,449	1,267,973	8,777,141	10,247,593

Profit for the year	-	-	-	4,647,621	4,647,621

At 1 January 2025	1,030	201,449	1,267,973	13,424,762	14,895,214

Profit for the year	-	-	-	3,004,464	3,004,464
At 31 December 2025	1,030	201,449	1,267,973	16,429,226	17,899,678

The notes on pages 19 to 37 form part of these financial statements.

Page 15

AIV EUROPE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	2,486,960	4,351,544
Adjustments for:
Amortisation of intangible assets	32,669	78,406
Depreciation of tangible assets	391,853	111,594
Loss on disposal of tangible assets	(3,182)	662
Interest paid	171,028	52,322
Interest received	(15,498)	(11,792)
Taxation charge	835,777	1,493,627
(Increase) in stocks	(923,787)	(698,875)
Decrease/(increase) in debtors	1,821,434	(615,412)
Decrease in amounts owed by groups	490,352	28,073
(Decrease) in creditors	(234,235)	(16,806)
(Decrease)/increase in amounts owed to groups	(672,572)	119,342
Corporation tax (paid)	(884,568)	(2,115,972)
Net cash generated from operating activities	3,496,231	2,776,713

Cash flows from investing activities
Purchase of tangible fixed assets	(1,896,078)	(7,735,858)
Sale of tangible fixed assets	18,473	2,000
Interest received	15,498	11,792
Net cash from investing activities	(1,862,107)	(7,722,066)

Page 16

AIV EUROPE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
New loans from group companies	-	3,500,000
Loans from group companies repaid	(615,540)	-
Interest paid	(171,028)	(52,322)
Capital contribution from group companies	(1,391,633)	-
Net cash used in financing activities	(2,178,201)	3,447,678
Net (decrease) in cash and cash equivalents	(544,077)	(1,497,675)
Cash and cash equivalents at beginning of year	5,410,230	6,907,905
Cash and cash equivalents at the end of year	4,866,153	5,410,230

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,866,153	5,410,230

Page 17

AIV EUROPE LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	Other non-cash changes	At 31 December 2025
£	£	£	£

Cash at bank and in hand	5,410,230	(544,077)	-	4,866,153
Debt due after 1 year	(3,500,000)	615,540	1,466,274	(1,418,186)
Debt due within 1 year	-	-	(74,641)	(74,641)
	1,910,230	71,463	1,391,633	3,373,326

Page 18

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

AIV Europe Limited is a private company limited by shares and is incorporated in England & Wales, registered number 07304447. The address of its registered office is 5 New Street Square, London, EC4A 3TW. The Group's principal activity is the sale and modification of valves.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

Page 19

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 20

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Operating leases: the Group as lessee

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

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

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.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 21

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful life of goodwill is 10 years.

Page 22

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following methods.

Depreciation is provided on the following basis:

Freehold property	-	Not depreciated
Leasehold improvements	-	5% - 20% on cost
Plant and machinery	-	5% - 25% reducing balance or 5% on cost
Motor vehicles	-	25% reducing balance
Fixtures and fittings	-	25% reducing balance or 20% on cost
Office equipment	-	25% reducing balance or 20% on cost
Assets under construction	-	Not depreciated until brought into use

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.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 23

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

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.

2.15

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Page 24

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 25

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
i) Impairment of stocks:-
The Group makes an estimate for the impairment of stocks using a formula based on the ageing of the stock and historical experience.

Turnover

The whole of the turnover is attributable to the sale and modification of valves.

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	14,204,350	16,309,317
Rest of the world	7,332,241	7,207,724
	21,536,591	23,517,041

5.	Auditors' remuneration
		2025	2024
		£	£

Fees payable to the Group's auditors for the audit of the Group's financial statements

17,000

16,200

Page 26

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Exchange differences	272,411	84,060
Amortisation of goodwill	32,669	78,405
Depreciation of tangible fixed assets	374,973	111,594
Profit on disposal of tangible fixed assets	(3,182)	662
Other operating lease rentals	(322,772)	270,200

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	2,976,732	2,705,685	1,824,666	1,509,819
Social security costs	286,793	249,325	150,108	127,988
Cost of defined contribution scheme	81,682	76,567	53,808	49,408
	3,345,207	3,031,577	2,028,582	1,687,215

Key management:-
Key management includes directors and senior management. Compensation paid or payable to key management for employee services was £319,996 (2024 - £303,703).

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Management	4	4	4	4
Operations	50	50	20	19

	54	54	24	23

Page 27

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Interest receivable
		2025	2024
		£	£

Other interest receivable

15,498

11,792

9.	Interest payable and similar expenses
		2025	2024
		£	£

Other interest payable	15,243	27,007
Loans from group undertakings	155,786	25,315
	171,029	52,322

Corporation tax
Current tax on profits for the year	510,354	1,479,183
Adjustments in respect of previous periods	(7,567)	-

	Deferred tax
	Origination and reversal of timing differences	332,990	14,444


	Tax on profit	835,777	1,493,627

Page 28

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Profit on ordinary activities before tax

3,322,738

5,845,171

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%	830,685	1,461,293
Effects of:
Non-tax deductible amortisation of goodwill and impairment	8,167	19,601
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	13,119	3,907
Other timing differences leading to an increase in taxation	(16,194)	8,826
Total tax charge for the year	835,777	1,493,627

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2025	784,057
	At 31 December 2025	784,057
	Amortisation
	At 1 January 2025	751,388
	Charge for the year	32,669
	At 31 December 2025	784,057
	Net book value
	At 31 December 2025	-
	At 31 December 2024	32,669

Page 30


		AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

	12.	Tangible fixed assets
		Group

	Freehold property	Leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Assets under construction	Total
	£	£	£	£	£	£	£	£
Cost
At 1 January 2025	-	170,188	1,197,663	52,122	213,129	11,241	7,568,871	9,213,214
Additions	-	1,158,910	619,159	20,450	13,493	84,066	-	1,896,078
Disposals	-	-	(30,921)	(36,440)	-	-	-	(67,361)
Transfers between classes	1,380,000	6,187,291	1,580	-	-	-	(7,568,871)	-
At 31 December 2025	1,380,000	7,516,389	1,787,481	36,132	226,622	95,307	-	11,041,931
Depreciation
At 1 January 2025	-	120,880	834,341	31,256	152,885	11,241	-	1,150,603
Charge for the year	-	191,012	163,323	6,147	17,360	14,011	-	391,853
Disposals	-	-	(30,921)	(21,149)	-	-	-	(52,070)
At 31 December 2025	-	311,892	966,743	16,254	170,245	25,252	-	1,490,386
Net book value
At 31 December 2025	1,380,000	7,204,497	820,738	19,878	56,377	70,055	-	9,551,545
At 31 December 2024	-	49,308	363,322	20,866	60,244	-	7,568,871	8,062,611

Page 31

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

	Company

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost
At 1 January 2025	41,271	152,208	10,784	11,241	215,504
Additions	102,858	249,731	3,527	84,066	440,182
Disposals	-	(30,921)	-	-	(30,921)
At 31 December 2025	144,129	371,018	14,311	95,307	624,765
Depreciation
At 1 January 2025	38,357	148,137	10,784	11,241	208,519
Charge for the year	18,046	42,782	470	14,011	75,309
Disposals	-	(30,921)	-	-	(30,921)
At 31 December 2025	56,403	159,998	11,254	25,252	252,907
Net book value
At 31 December 2025	87,726	211,020	3,057	70,055	371,858
At 31 December 2024	2,914	4,071	-	-	6,985

Page 32

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	6,908,197
	Additions	1,516,633
	At 31 December 2025	8,424,830

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Adanac Valve Specialities Limited	5 New Street Square, London EC4A 3TW	Ordinary	100%
	RLLR Properties UK Limited	5 New Street Square, London EC4A 3TW	Ordinary	100%

The above subsidiaries are included in the consolidation.
During the year the Company has increased its investment in RLLR Properties UK Limited by way of additional contribution to its other reserves.

Page 33

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Finished goods and goods for resale	5,822,627	4,898,839	5,426,643	4,534,622

An impairment loss of £319,996 (2024 - £242,656) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.

15.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,015,686	956,386	958,796	828,755
Amounts owed by group undertakings	157,831	263,528	170,501	270,916
Other debtors	308,573	1,684,654	214,185	278,349
Prepayments and accrued income	176,578	437,023	161,800	181,335
Amounts recoverable on long term contracts	-	1,320	-	-
Deferred taxation	-	-	-	810
	1,658,668	3,342,911	1,505,282	1,560,165

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Cash at bank and in hand	4,866,153	5,410,230	3,679,161	3,865,062

Page 34

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	320,106	688,436	251,704	253,968
Amounts owed to group undertakings	613,161	826,437	700,015	1,209,494
Corporation tax	-	134,083	-	125,005
Other taxation and social security	113,574	94,748	5,448	170
Other creditors	118,477	311,596	118,037	304,367
Accruals and deferred income	408,123	104,544	340,803	86,813
	1,573,441	2,159,844	1,416,007	1,979,817

Amounts owed to group undertakings of £74,641 due within one year are subject to interest at an annual rate equal to Bank of England current bank rate plus a margin of 1.85%. Details of repayments are disclosed in note 19.
Other amounts owed to group undertakings falling due within one year are unsecured, interest free and are repayable on demand.

18.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

	Amounts owed to group undertakings	1,418,186	3,500,000

Amounts owed to group undertakings falling due after more than one year are subject to interest at an annual rate equal to Bank of England current bank rate plus a margin of 1.85%. The first repayment is due 1 January 2026 and payable over a period of 10 years. Amounts of £1,044,979 are payable by instalments after 5 years.

19.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	(104,785)	(90,341)
Charged to profit or loss	(332,990)	(14,444)
At end of year	(437,775)	(104,785)

Page 35

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.Deferred taxation (continued)

Company

	2025	2024
	£	£

At beginning of year	810	(1,180)
Charged to profit or loss	(92,899)	1,990
At end of year	(92,089)	810

The provision for deferred taxation is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£	£	£	£

Accelerated capital allowances

(437,775)

(104,785)

(92,089)

810

The net deferred tax expected to reverse next year is £58,488 relating to the reversal of timing differences on tangible fixed assets.

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,030 (2024 - 1,030) Ordinary shares of £1.00 each	1,030	1,030

21.

Reserves

Share premium account

This includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

This includes additional paid-in capital.

Profit and loss account

This includes all current and prior period retained profit and losses.

Page 36

AIV EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £81,682 (2024 - £76,567). Contributions totalling £Nil (2024 - £4,431) were payable to the fund at the balance sheet date and are included in creditors.

23.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	374,022	167,088	193,169	163,680
Later than 1 year and not later than 5 years	1,490,000	853	746,000	-
Later than 5 years	1,630,000	-	799,000	-
	3,494,022	167,941	1,738,169	163,680

24.

Related party transactions

Where possible, the Group has taken advantage of the exemption from the requirement to disclose transactions with wholly-owned group companies.
The Group undertakes transactions with wider group members. During the year, sales were made of £2,245,425 (2024 - £2,272,118) and purchases of £5,958,614 (2024 - £6,577,259). Management recharge costs were £534,185 (2024 - £457,586). At the balance sheet date, total debtors from wider group members were £157,831 (2024 - £263,528) and creditors of £613,161 (2024 - £826,437) due within one year and £1,418,186 (2024 - £3,500,000) due after one year.

25.	Controlling party

The immediate parent undertaking is AIV International, Inc, a company incorporated in USA. Group financial statements are not prepared.
The ultimate parent undertaking is AIV Holding, a partnership established in the USA. Group financial statements are prepared but are not publicly available.
The parents registered office and principal place of business is detailed at www.aivinc.com.

Page 37