Company registration number 04922288 (England and Wales)
SYRINIX LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
SYRINIX LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
SYRINIX LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
22,487
Current assets
Stocks
-
482,724
Debtors
5
24,204
467,905
Cash at bank and in hand
1,034,910
24,204
1,985,539
Creditors: amounts falling due within one year
6
(1,230,609)
Net current assets
24,204
754,930
Total assets less current liabilities
24,204
777,417
Creditors: amounts falling due after more than one year
7
(799,219)
Net assets/(liabilities)
24,204
(21,802)
Capital and reserves
Called up share capital
8
24,204
24,204
Share premium account
10,914,912
Profit and loss reserves
(10,960,918)
Total equity
24,204
(21,802)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 30 June 2026 and are signed on its behalf by:
Mr M Stuyvenberg
Director
Company registration number 04922288 (England and Wales)
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
Syrinix Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6, 7 And 8 Start-Rite Business Centre, Broadland Business Park, Peachman Way, Norwich, Norfolk,, NR7 0WF.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
On 31st December 2025, 100% of the share capital of the company was acquired by a fellow subsidiary Badger Meter UK Limited. Following the acquisition, the trade of the company was hived up to the new parent company. For this reason the financial statements are prepared on a basis other than going concern.
The directors have confirmed that the company will be able to continue to repay all its remaining liabilities as they fall due. All remaining day to day working capital requirements will be financed by a flexible intercompany loan agreement with its parent company.
1.3
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 in form of distributing and providing solutions to mainly water utilities. Turnover is recognised once the goods have been dispatched. 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 :
• the Company has transferred the significant risks and rewards of ownership to the buyer;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
• the amount of turnover can be measured reliably;
• it is probable that the Company 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.
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
Turnover 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 turnover can be measured reliably;
• it is probable that the Company 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
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
20% per annum on the straight line basis
Fixtures, fittings and office equipment
25% per annum on the straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Debtors
Debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.
Amounts due from related parties
Amounts due from related parties are amounts due from group companies for products provided in the ordinary course of business.
Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Amounts due to related parties
Amounts due to related parties are obligations to pay for goods or services that have been acquired in the ordinary course of business from other group companies.
Convertible debt
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet date.
The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.
The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.
Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
24
22
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures, fittings and office equipment
Total
£
£
£
£
Cost
At 1 January 2025
22,373
65,207
87,580
Additions
90,145
16,922
107,067
Disposals
(90,145)
(22,373)
(82,129)
(194,647)
At 31 December 2025
Depreciation and impairment
At 1 January 2025
18,778
46,315
65,093
Depreciation charged in the year
11,259
3,593
11,322
26,174
Eliminated in respect of disposals
(11,259)
(22,371)
(57,637)
(91,267)
At 31 December 2025
Carrying amount
At 31 December 2025
At 31 December 2024
3,595
18,892
22,487
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1
313,025
Amounts owed by group undertakings
24,203
127,204
Other debtors
27,676
24,204
467,905
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
246,803
Amounts owed to group undertakings
17,484
Taxation and social security
36,829
Other creditors
929,493
1,230,609
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
799,219
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
60,854
60,854
609
609
A Ordinary Shares of £1 each
2,357,621
2,357,621
23,576
23,576
B Ordinary Shares of £1 each
1,850
1,850
19
19
2,420,325
2,420,325
24,204
24,204
9
Parent and ultimate parent undertaking
The Company's parent undertaking and controlling party is Badger Meter Inc. a company incorporated in America with a registered address at:
4545 W Brown Deer Rd,
Milwaukee,
WI,
53223-2479,
United States.
Badger Meter Inc. is the parent company of the smallest and largest group of undertakings for which group financial statements are drawn up and of which Syrinix Limited is a member. The group financial statements are publicly available on the groups website www.badgermeter.com.
10
Related party transactions
The following amounts were outstanding at the reporting end date:
2025
2024
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
24,203
127,204
11
Hive Up
On 31st December 2025 all of the trade, assets, and liabilities of Syrinix Limited were hived up to it's parent company Badger Meter UK Limited. The combination has been accounted for as an acquisition. The net assets hived up were £44,307
Prior to this an ordinary share was issued with a premium of £900,000, The full share premium account was cancelled and converted into distributable reserves.
SYRINIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
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.
We draw attention to Note 1.2 in the financial statements which explains that the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
Philip Jones BA(Hons) ACCA
Statutory Auditor:
Xeinadin Audit Limited
Date of audit report:
30 June 2026