Company registration number 02514486 (England and Wales)
ENVEA UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ENVEA UK LTD
COMPANY INFORMATION
Directors
Mr TM Sands
Mr CP V Meyer
Company number
02514486
Registered office
Envea House Rose & Crown Road
Swavesey
Cambridge
CB24 4RB
Auditor
Constantin
200 Aldersgate Street
London
EC1A 4HD
ENVEA UK LTD
CONTENTS
Page
Strategic report
1
Directors' responsibilities statement
2
Directors' report
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 28
ENVEA UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Principal activities
The principal activity of the company continues to be focused on developing, manufacturing, selling and servicing instruments for monitoring particulate and flue gas emissions from industrial processes.
Review of the business
The company is managed as part of an overall group of companies whose ultimate parent company is Envea Global SAS ("the Group"). The Directors report revenue for the year ended 31 December 2025 of £27,256,246 (2024: £24,442,173 ) and profit before tax of £3,752,828 (2024: £2,623,737 ).
The financial statements have been prepared in accordance with Financial Reporting Standard 102 'Reduced Disclosure Framework' ("FRS 102").
The principal risks and uncertainties of the Company are integrated with the principal risks and uncertainties of the Group and are not managed separately.
The continued success of the Company is the ability to identify and manage effectively the risks to the business. Accordingly, in common with the Group generally, the Company has well-defined, rigorous policies and processes designed to identify, mitigate and control risk.
The primary risks that have the potential to adversely impact on our business over the next twelve months are considered to be as follows:
- Downturn/instability in major markets: Adverse changes in the major markets in which the Company operates can have a significant impact on performance. The Company identifies key market drivers and monitors the trends and forecasts, as well as maintaining close relationships with key customers.
- Loss of key customers - the loss of one or more major customers can be a material risk. The nature of the Group's businesses is such that there is not a high level of dependence on any individual customer.
- Loss of key personnel - the Company is built upon a strong management team and the loss of key personnel can have an impact on the company. The company places high importance on developing and rewarding key employees to help in mitigating this risk.
Key performance indicators
The key performance indicators which the Directors use to monitor and manage performance of the Company are revenue, profit before tax and profit after tax, which are all disclosed and discussed in the business review above.
Other information and explanations
On 30 September 2025 the trade and net assets of Hycontrol Limited were transferred to Envea UK, the parent company as part of an internal group reorganisation. The transaction was accounted for under section 19 of FRS102, where following the acquisition of Hycontrol the trade and assets of the Hycontrol business have been hived up to Envea UK and therefore treated as a business combination. This resulted in the write off of the Company’s investment in the Hycontrol entity of £10.7M and the recognition of goodwill in the balance sheet for an amount of £8.9M and the receipt of a dividend of £12.9M from Hycontrol.
Mr CP V Meyer
Director
23 July 2026
ENVEA UK LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ENVEA UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of the financial statements were as follows:
Mr T M Sands
Mr C P V Meyer
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The financial statements have been prepared on a going concern basis. The company's ability to continue as a going concern is dependent on the continued support of the Parent Company, Envea SAS. Envea SAS has provided a letter of support, confirming their commitment to providing financial assistance as needed to meet the company's obligations as they fall due and not to call in its short term loan balances for the 12 months following the signature of the directors report.
Risks and uncertainties
The macroeconomic environment has been significantly influenced by the US-Iran conflict, leading to upward pressure on UK inflation and broader supply chain uncertainty. The Board has assessed the impact of these geopolitical developments on our business model and principal risks. Management remains agile, having reviewed our pricing strategies and energy sourcing to mitigate these challenges, ensuring the Company and wider Group is well positioned to manage this age of insecurity.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr CP V Meyer
Director
23 July 2026
ENVEA UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVEA UK LTD
- 4 -
Opinion
In our opinion the financial statements of ENVEA UK Limited (the 'company'):
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the statement of comprehensive income;
the balance sheet;
the statement of changes in equity;
the statement of cash flows;
the material accounting policy information;
the related notes 1 to 30.
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).
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 Auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
ENVEA UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVEA UK LTD (CONTINUED)
- 5 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.
ENVEA UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVEA UK LTD (CONTINUED)
- 6 -
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
We discussed among the audit engagement team including relevant internal specialists such as tax and IT specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charges with governance.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 any material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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.
We have nothing to report in respect of these matters
ENVEA UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVEA UK LTD (CONTINUED)
- 7 -
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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Mark Bathgate FCA (Senior Statutory Auditor)
For and on behalf of Constantin
Chartered Accountants and Statutory Auditors
200 Aldersgate Street
London
EC1A 4HD
23 July 2026
ENVEA UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
27,256,246
24,442,173
Cost of sales
(14,365,820)
(12,302,589)
Gross profit
12,890,426
12,139,584
Distribution costs
(3,815,485)
(3,684,526)
Administrative expenses
(7,909,134)
(6,441,676)
Other operating income
1,001,298
969,486
Operating profit
4
2,167,105
2,982,868
Income from shares in group undertakings
8
12,985,517
Interest receivable from group undertakings
8
176,334
44,813
Other interest receivable and similar income
8
60,596
17,086
Interest payable and similar expenses
10
(930,928)
(421,030)
Amounts written off investments
11
(10,705,796)
-
Profit before taxation
3,752,828
2,623,737
Tax on profit
12
(337,765)
(538,468)
Profit for the financial year
3,415,063
2,085,269
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 28 form part of these financial statements.
ENVEA UK LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
14
9,403,154
951,667
Tangible assets
15
1,127,886
1,084,823
Investments
16
304
10,706,100
10,531,344
12,742,590
Current assets
Stocks
18
8,775,310
8,057,335
Debtors
19
6,979,643
10,495,656
Cash at bank and in hand
1,473,780
1,144,808
17,228,733
19,697,799
Creditors: amounts falling due within one year
20
(12,740,318)
(20,865,775)
Net current assets/(liabilities)
4,488,415
(1,167,976)
Total assets less current liabilities
15,019,759
11,574,614
Provisions for liabilities
Deferred tax liability
21
154,622
124,540
(154,622)
(124,540)
Net assets
14,865,137
11,450,074
Capital and reserves
Called up share capital
23
46,167
46,167
Share premium account
221,448
221,448
Capital redemption reserve
15,934
15,934
Other reserves
272,204
272,204
Profit and loss reserves
14,309,384
10,894,321
Total equity
14,865,137
11,450,074
The notes on pages 12 to 28 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 23 July 2026 and are signed on its behalf by:
Mr CP V Meyer
Director
Company registration number 02514486 (England and Wales)
ENVEA UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
£
Balance at 1 January 2024
46,167
221,448
15,934
272,204
8,809,052
9,364,805
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
-
2,085,269
2,085,269
Balance at 31 December 2024
46,167
221,448
15,934
272,204
10,894,321
11,450,074
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
-
3,415,063
3,415,063
Balance at 31 December 2025
46,167
221,448
15,934
272,204
14,309,384
14,865,137
The notes on pages 12 to 28 form part of these financial statements.
ENVEA UK LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,469,314
1,291,965
Interest paid
(577,474)
(421,030)
Income taxes paid
(432,587)
(514,854)
Net cash inflow from operating activities
459,253
356,081
Investing activities
Purchase of tangible fixed assets
(325,379)
(209,912)
Proceeds from disposal of tangible fixed assets
1,749
Interest received
195,098
61,899
Net cash used in investing activities
(130,281)
(146,264)
Net increase in cash and cash equivalents
328,972
209,817
Cash and cash equivalents at beginning of year
1,144,808
934,991
Cash and cash equivalents at end of year
1,473,780
1,144,808
The notes on pages 12 to 28 form part of these financial statements.
ENVEA UK LTD
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
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.
2
Accounting policies
Company information
ENVEA UK LTD is a private company limited by shares incorporated in England and Wales. The registered office is Envea House Rose & Crown Road, Swavesey, Cambridge, CB24 4RB.
2.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary 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.
The financial statements of the company are consolidated in the financial statements of Envea SAS as at 31 December 2025. These consolidated financial statements are available from its registered office, 111 Bd Robespierre, 78300 Poissy, France.
2.2
Going concern
The financial statements have been prepared on a going concern basis. trueThe company's ability to continue as a going concern is dependent on the continued support of the Parent Company, Envea SAS. Envea SAS has provided a letter of support, confirming their commitment to providing financial assistance as needed to meet the company's obligations as they fall due and not to call in its short term loan balances for the 12 months following the signature of the directors report.
2.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 13 -
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Other operating income is recognised in the period in which the costs to perform the work in order to generate the fees are incurred. Income is measured at the fair value of the consideration received to receivable for the services rendered, net of discounts and Value Added Tax.
2.4
Research and development expenditure
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the assets will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
It is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
2.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its useful economic life.
2.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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.
Research and development costs
25% straight line
On 30 September 2025 the trade and net assets of Hycontrol Limited were transferred to Envea UK, the parent company as part of an internal group reorganisation. The transaction was accounted for under section 19 of FRS102, where following the acquisition of Hycontrol the trade and assets of the Hycontrol business have been hived up to Envea UK and therefore treated as a business combination. This resulted in the recognition of goodwill for an amount of £8.9M.
2.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 14 -
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 - 25% straight line
Fixtures and fittings
20 - 30% straight line
Computers
33% straight line
Motor vehicles
20% straight line
Instrumentation
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
2.8
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
2.9
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 15 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
2.10
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.
2.11
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.
2.12
Financial instruments
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 16 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
2.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 17 -
2.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
2.16
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
2.17
Foreign exchange
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 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'.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales
15,802,243
12,804,069
Service sales
8,319,174
7,893,802
Parts sales
3,134,829
3,744,302
27,256,246
24,442,173
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
15,522,348
14,936,357
Rest of Europe
4,125,529
3,225,815
Rest of the world
7,608,369
6,280,001
27,256,246
24,442,173
2025
2024
£
£
Other revenue
Interest income
236,930
61,899
Dividends received
12,985,517
-
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
411,510
(262,200)
Research and development costs
296,502
325,031
Depreciation of tangible fixed assets
301,677
282,218
Profit on disposal of tangible fixed assets
-
(1,225)
Amortisation of intangible assets
488,664
66,021
Operating lease charges
375,080
318,742
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
5
Other operating Income
2025
2024
£
£
Technology fee
500,000
500,000
RDEC tax credit
279,659
321,117
779,659
821,117
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
56,500
48,550
7
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Production staff
95
95
Administrative staff
39
34
Management staff
12
12
Total
146
141
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
6,635,099
6,523,861
Social security costs
865,394
778,887
Pension costs
333,911
316,600
7,834,404
7,619,348
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
60,596
17,086
Interest receivable from group companies
176,334
44,813
Total interest revenue
236,930
61,899
Income from fixed asset investments
Income from shares in group undertakings
12,985,517
Total income
13,222,447
61,899
Disclosed on the profit and loss account as follows:
Income from shares in group undertakings
12,985,517
Interest receivable from group undertakings
176,334
44,813
Other interest receivable and similar income
60,596
17,086
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
236,930
61,899
9
Directors' remuneration
No remuneration was paid to the directors this year (2024 - nil).
Mr. T. Sands received remuneration during the year which was fully recharged to Envea France.
10
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Specific group recharges
245,025
Interest on invoice finance arrangements
108,429
Interest payable to group undertakings
542,479
421,030
Other interest on financial liabilities
143,424
1,039,357
421,030
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
11
Amounts written off investments
2025
2024
£
£
Other gains and losses
(10,705,796)
-
See note 13 for further detail on impairment.
12
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
294,659
458,694
Adjustments in respect of prior periods
13,024
Total current tax
307,683
458,694
Deferred tax
Origination and reversal of timing differences
30,082
79,774
Total tax charge
337,765
538,468
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
3,752,828
2,623,737
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
938,207
655,934
Tax effect of expenses that are not deductible in determining taxable profit
2,825,020
53,498
Tax effect of income not taxable in determining taxable profit
(3,246,379)
Adjustments in respect of prior years
13,024
(43,110)
Group relief
(38,891)
Depreciation on assets not qualifying for tax allowances
31,776
Patent box deduction
(184,743)
(113,691)
Tax underprovided current year
(14,163)
Other differences
(249)
Taxation charge for the year
337,765
538,468
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Taxation
(Continued)
- 22 -
Finance Act 2021, which was substantively enacted on 24 May 2021, has enacted an increase in the UK corporation tax main rate to 25% from 1 April 2023.
As this rate change had been substantively enacted before the balance sheet date, the closing deferred tax assets and liabilities have been calculated at 25%, on the basis that this is the rate at which those assets and liabilities are expected to unwind.
13
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£
£
In respect of:
Fixed asset investments
16
10,705,796
-
Recognised in:
Amounts written off investments
10,705,796
-
On 30 September 2025 the trade and net assets of Hycontrol Limited were transferred to Envea UK, the parent company as part of an internal group reorganisation. The transaction was accounted for under section 19 of FRS102, where following the acquisition of Hycontrol the trade and assets of the Hycontrol business have been hived up to Envea UK and therefore treated as a business combination. This resulted in the write off of the Company’s investment in the Hycontrol entity of £10.7M.
14
Intangible fixed assets
Goodwill
Research and development costs
Total
£
£
£
Cost
At 1 January 2025
1,347,667
26,423
1,374,090
Additions
8,940,151
8,940,151
At 31 December 2025
10,287,818
26,423
10,314,241
Amortisation and impairment
At 1 January 2025
396,000
26,423
422,423
Amortisation charged for the year
488,664
488,664
At 31 December 2025
884,664
26,423
911,087
Carrying amount
At 31 December 2025
9,403,154
9,403,154
At 31 December 2024
951,667
951,667
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Intangible fixed assets
(Continued)
- 23 -
On 30 September 2025 the trade and net assets of Hycontrol Limited were transferred to Envea UK, the parent company as part of an internal group reorganisation. The transaction was accounted for under section 19 of FRS102, where following the acquisition of Hycontrol the trade and assets of the Hycontrol business have been hived up to Envea UK and therefore treated as a business combination. This resulted in the recognition of goodwill for an amount of £8.9M.
15
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Instrumentation
Total
£
£
£
£
£
£
Cost
At 1 January 2025
330,429
1,539,241
488,674
48,977
2,407,321
Additions
187,029
38,386
99,964
325,379
Business combination
54
3,715
9,816
5,776
19,361
At 31 December 2025
517,512
1,581,342
598,454
5,776
48,977
2,752,061
Depreciation and impairment
At 1 January 2025
134,594
756,072
400,647
31,185
1,322,498
Depreciation charged in the year
69,087
164,524
55,026
2,508
10,532
301,677
At 31 December 2025
203,681
920,596
455,673
2,508
41,717
1,624,175
Carrying amount
At 31 December 2025
313,831
660,746
142,781
3,268
7,260
1,127,886
At 31 December 2024
195,835
783,169
88,027
17,792
1,084,823
16
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
17
304
10,706,100
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Fixed asset investments
(Continued)
- 24 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
10,706,100
Impairment
(10,705,796)
At 31 December 2025
304
Carrying amount
At 31 December 2025
304
At 31 December 2024
10,706,100
On 30 September 2025 the trade and net assets of Hycontrol Limited were transferred to Envea UK, the parent company as part of an internal group reorganisation. The transaction was accounted for under section 19 of FRS102, where following the acquisition of Hycontrol the trade and assets of the Hycontrol business have been hived up to Envea UK and therefore treated as a business combination. This resulted in the write off of the Company’s investment in the Hycontrol entity of £10.7M
17
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Hycontrol Limited
United Kingdom
A
100
Following the hive up of all of the trade and assets of Hycontrol to the Company on 30 September 2025, Hycontrol Ltd is now a dormant company so no parental guarantee is now required
18
Stocks
2025
2024
£
£
Raw materials and consumables
3,890,253
3,048,341
Work in progress
4,699,480
4,042,387
Finished goods and goods for resale
185,577
966,607
8,775,310
8,057,335
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
19
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
721,431
4,303,693
Corporation tax recoverable
89,706
Amounts owed by group undertakings
5,039,047
4,802,429
Other debtors
614,887
437,829
Prepayments and accrued income
514,572
951,705
6,979,643
10,495,656
20
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
1,170,356
1,587,667
Amounts owed to group undertakings
6,501,289
10,736,269
Corporation tax
15,000
140,000
Other taxation and social security
122,893
289,873
Other creditors
3,682,531
3,746,313
Accruals and deferred income
1,248,249
4,365,653
12,740,318
20,865,775
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
167,875
124,540
Other short term timing differences
(13,253)
-
154,622
124,540
2025
Movements in the year:
£
Liability at 1 January 2025
124,540
Charge to profit or loss
30,082
Liability at 31 December 2025
154,622
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Deferred taxation
(Continued)
- 26 -
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
333,911
316,600
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1.00 each of £1 each
34,083
34,083
34,083
34,083
Ordinary B shares of £1.00 each of £1 each
12,054
12,054
12,054
12,054
Ordinary C shares of £1.00 each of £1 each
30
30
30
30
46,167
46,167
46,167
46,167
The Company’s ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the Company.
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
24
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within 1 year
361,150
377,994
Years 2-5
1,052,163
1,768,106
After 5 years
256,750
375,250
1,670,063
2,521,350
25
Group reorganisation
On 30 September 2025 the trade and net assets of Hycontrol Limited were transferred to Envea UK, the parent company as part of an internal group reorganisation. The transaction was accounted for under section 19 of FRS102, where following the acquisition of Hycontrol the trade and assets of the Hycontrol business have been hived up to Envea UK and therefore treated as a business combination. This resulted in the write off of the Company’s investment in the Hycontrol entity of £10.7M and the recognition of goodwill in the balance sheet for an amount of £8.9M and the receipt of a dividend of £12.9M from Hycontrol.
26
Events after the reporting date
At the date of this report, events after the closing date of the financial year are not likely to significantly change the substance of the financial statements. Business continuity is not called into question for the company.
27
Related party transactions
Envea UK Limited is the parent undertaking of Hycontrol Limited, which is a wholly owned subsidiary.
During the year, the Company acquired the trade and net assets of Hycontrol Limited as part of an internal group reorganisation. The transaction was undertaken between entities under common control and was accounted for at carrying value in accordance with FRS 102.
The net assets were acquired with no immediate cash consideration and were recognised by the Company as a reduction in the carrying value of its investment in the subsidiary. No gain or loss arose on the transaction.
28
Ultimate controlling party
The company is a wholly owned subsidiary of Envea SAS. It is included in the consolidated financial statement of Envea SAS which are publicly available. The address of the ultimate parent's registered office is 111 bd, Robespierre 78300 Poissy, France.
The following are the parents of the largest and smallest groups in which this company's results are consolidated:
Largest group
Envea SAS
Smallest group
Envea SAS
ENVEA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
29
Cash generated from operations
2025
2024
£
£
Profit after taxation
3,415,063
2,085,269
Adjustments for:
Taxation charged
337,765
538,468
Finance costs
930,928
421,030
Investment income
(13,222,447)
(61,899)
Gain on disposal of tangible fixed assets
-
(1,225)
Amortisation and impairment of intangible assets
488,664
66,021
Depreciation and impairment of tangible fixed assets
301,677
282,218
Other gains and losses
10,705,796
-
Movements in working capital:
Increase in stocks
(282,247)
(1,647,359)
Decrease/(increase) in debtors
7,350,788
(4,266,952)
(Decrease)/increase in creditors
(8,556,673)
3,876,394
Cash generated from operations
1,469,314
1,291,965
30
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,144,808
328,972
1,473,780
2025-12-312025-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2026.100Mr TM SandsMr CP V 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