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Filtrox Carlson Limited
Registered number: 02269239
Annual report and
financial statements
For the year ended 31 December 2025
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FILTROX CARLSON LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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FILTROX CARLSON LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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FILTROX CARLSON LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the period ended 31 December 2025.
Following a three-year project, the redevelopment of the Company’s site in Barnoldswick was completed in 2025. The redevelopment was to allow for the installation of a second paper machine and associated secondary production equipment. This was following the decision made by the Company’s parent entity, Filtrox AG to close its factory in Switzerland and move production to the UK. As well as almost doubling the production capacity it has provided hygienic areas for the manufacture of pharmaceutical-grade products, created new offices, laboratories and warehousing.
The Company is now operating from a World Class production facility but as identified in last year’s Strategic Report the Company has gone through a period of significant upheaval during 2023, 2024 and this continued in 2025. This has had an adverse impact on productivity, and the Company has incurred one off exceptional costs resulting in the Company recording trading losses throughout this period.
In the last quarter of 2025, the Company achieved stability in operations with a gradual increase in primary and secondary production as well as monthly invoiced sales and this upwards trend has continued at the beginning of 2026. The Company has got a strong orderbook and the focus for 2026 is to continue to make operational improvements to return to the production efficiencies previously achieved.
The Company continued to fund the old defined-benefit pension scheme with payments of £0.2m during the year (2024: £0.2m). Whilst the revaluation of the funding position (under FRS 102) based on assumptions which are fully detailed in note 26 in the notes to the financial statements, again resulted in a surplus at the year end, the Directors believe that it is important to bear in mind that this is based upon current assumptions on bond yields and there is no guarantee that this position will not reverse in the coming years. This revaluation effect is detailed in the actuarial gain shown in the Statement of Comprehensive Income.
Financial key performance indicators
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Loss for the financial year
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In line with prior years the additional costs because of the redevelopment of its site in Barnoldswick have been shown as exceptional costs The costs incurred in 2025 totalled £1.39m (2024: £1.75m) and these relate to operational inefficiencies and additional resource costs.
The Company is a wholly owned subsidiary of Filtrox Holding AG and the project to redevelop the site is fundamental to the long term strategic plan of the Filtrox Group. Filtrox Holding AG have funded the entire costs of the project and the associated trading losses. This funding has been via an inter-company loan and an equity injection in the form of a capital contribution. On 31 December 2025, the inter-company loan totalled £18.9m (2024: £15m) and a capital contribution of £18m has been made (2024: £10m). Filtrox Holding AG will continue to provide financial support to the Company as needed and there is no fixed repayment date on the inter-company loan.
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FILTROX CARLSON LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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Political Risks
The Company’s customers and suppliers operate around the World and is therefore exposed to the political and business risks associated with international operations. This is managed by the diversification of customers and sourcing strategies as well as being closely monitored by the Company’s parent company.
Product Liability claims
The Company faces an inherent business risk of exposure to product liability claims if a failure of a product results in bodily injury or consequential loss. The Company has a robust quality control environment and maintains insurance coverage for product liability claims.
Health & Safety
The Company operates in a production environment and safe working practices are important to protect everyone on the Company’s premises with long established working practices and controls to minimise damage and injury.
Commodity Price Risk
Fluctuations in energy prices constitute a long-term risk to the business. This risk is being currently managed through membership of a purchasing consortium. This is regularly reviewed and if appropriate an alternative risk strategy will be implemented.
Foreign exchange risk
As a result of the Company’s business activities, it is exposed to transactional currency risk. The Company’s main exposure is to movements in USD and Euro currencies. This is managed by the hedging of sales and purchase transactions.
Interest rate risk
The Company’s borrowings are mainly from inter-company loans but also has external bank finance. The company is therefore susceptible to interest rate risk which is managed through utilizing both fixed and variable finance methods.
This report was approved by the board on 27 May 2026 and signed on its behalf.
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FILTROX CARLSON 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
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company during the year continued to be the manufacture of filter media for use mainly in the beverage, pharmaceutical and food industries. In addition, the Company continued to sell factored products, mainly filter equipment and cartridges, in order to provide customers with a more comprehensive filtration service.
The loss for the year, after taxation, amounted to £8,098,102 (2024 - £3,953,613).
Dividends paid during the period amounted to £Nil (2024: £Nil).
The directors who served during the year were:
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E L Brown (resigned 25 August 2025)
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J M Hartley (appointed 14 March 2025)
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T Matthes (appointed 14 November 2025)
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L Waring (appointed 6 June 2025, resigned 30 January 2026)
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FILTROX CARLSON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
As noted in the Strategic Report, over the last 2 years the Company has redeveloped its freehold property to virtually double overall capacity. This development is a result of the decision by the parent company to move its manufacturing capability to the Company. The redevelopment has led to considerable short-term upheaval which resulted in a pre-tax loss of £8.1m (2024: £5.3m). During this period, the Company has been financially supported by the parent entity, Filtrox Holdings AG, who provided a loan with no fixed repayment date of £18.8m (2024: £14.9m) and a capital contribution of £18m (2024: £10m).
Having reviewed the Company's financial forecasts and expected future cash flows, the directors have concluded that there is a reasonable expectation that the Company has both continued support from its parent company and adequate resources to continue in operational existence for the foreseeable future. In addition, subsequent to the year end the Company has generated positive EBITDA and profit before tax results. This underlines the fact the recent losses generated are no longer arising and the Company’s performance has improved significantly. Consequently, they have adopted the going concern basis in preparing the financial statements for the year ended 31 December 2025.
Building on the multimillion-pound capital investment made in the Company's site over the last 3 years, the focus for 2026 is on operational performance and a return to profitability. The new production facility provides a platform to achieve operational excellence and opportunity for future growth, and the Directors expect the production efficiencies to improve throughout 2026.
The Company's Quality Management System is certified under ISO 9001:2015 and a "produce it right first time" attitude along with a "continuous improvement" approach is encouraged in all areas of operations. The Company is committed to ensuring it works in a sustainable and environmentally responsible manner.
Research and development activities
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The Company has a policy of investing significantly both in researching new filtration technologies and in a programme of continual product development.
Engagement with employees
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The Company recognises that people are its most valuable asset and has a policy of keeping all employees fully informed about its activities. The Company's Occupational Health and Safety Management System is in accordance with the provisions of the Health and Safety at Work Act, and the Company promotes a "Health and Safety" culture throughout Its operations.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
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FILTROX CARLSON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Forvis Mazars LLP was appointed as auditor during the year.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 27 May 2026 and signed on its behalf.
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FILTROX CARLSON LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FILTROX CARLSON LIMITED
Opinion
We have audited the financial statements of Filtrox Carlson Limited (the ‘Company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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FILTROX CARLSON LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FILTROX CARLSON LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.
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FILTROX CARLSON LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FILTROX CARLSON LIMITED
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 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 intend either 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
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FILTROX CARLSON LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FILTROX CARLSON LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 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.
Shaun Mullins (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
28 May 2026
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FILTROX CARLSON LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income for the year
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Return on scheme assets less interest income
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Experience gains and losses arising on the defined benefit obligation
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Changes in assumptions underlying the present value of the defined benefit obligation
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Gross actuarial gain before restrictions and tax
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Effect of limit on amount of surplus to be recognised
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Other comprehensive expense net of tax
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Total comprehensive expense for the year
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The notes on pages 13 to 37 form part of these financial statements.
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FILTROX CARLSON LIMITED
REGISTERED NUMBER: 02269239
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2026.
The notes on pages 13 to 37 form part of these financial statements.
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FILTROX CARLSON LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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At 1 January 2024 (as previously stated)
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Prior year adjustment - change in accounting policy
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At 1 January 2024 (as restated)
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Comprehensive expense for the year
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Actuarial losses on pension scheme
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Release of revaluation reserve to distributable reserves
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Prior year adjustment - change in accounting policy
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At 1 January 2025 (as previously stated)
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Prior year adjustment - change in accounting policy
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At 1 January 2025 (as restated)
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Comprehensive expense for the year
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Actuarial losses on pension scheme
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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The notes on pages 13 to 37 form part of these financial statements.
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Filtrox Carlson Limited is a private company, limited by shares, incorporated in England and Wales, with registered number 02269239. The registered address is Butts Mill, Barnoldswick, Lancaster, Lancashire, BB18 5HP.
The principal activity of the Company during the year continued to be the manufacture of filter media for use mainly in the beverage, pharmaceutical and food industries. In addition, the Company continued to sell factored products, mainly filter equipment and cartridges, in order to provide customers with a more comprehensive filtration service.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Filtrox Holding AG Limited as at 31 December 2025 and these financial statements may be obtained from Moosmühlestrasse 6, 9000 St. Gallen.
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
As noted in the Strategic Report, over the last 2 years the Company has redeveloped its freehold property to virtually double overall capacity. This development is a result of the decision by the parent company to move its manufacturing capability to the Company. The redevelopment has led to considerable short-term upheaval which resulted in a pre-tax loss of £8.1m (2024: £5.3m). During this period, the Company has been financially supported by the parent entity, Filtrox Holdings AG, who provided a loan with no fixed repayment date of £18.8m (2024: £14.9m) and a capital contribution of £18m (2024: £10m).
Having reviewed the Company's financial forecasts and expected future cash flows, the directors have concluded that there is a reasonable expectation that the Company has both continued support from its parent company and adequate resources to continue in operational existence for the foreseeable future. In addition, subsequent to the year end the Company has generated positive EBITDA and profit before tax results. This underlines the fact the recent losses generated are no longer arising and the Company’s performance has improved significantly. Consequently, they have adopted the going concern basis in preparing the financial statements for the year ended 31 December 2025.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 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 revenue 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.
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Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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 asset 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.
If 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.
Interest income is recognised in profit or loss using the effective interest method.
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.
- 15 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Defined benefit pension liability
A provision is made on the balance sheet for any deficit on the Company's defined benefit pension scheme, i.e. any shortfall of the value of the scheme assets below the present value of the scheme liabilities. A surplus on the scheme would only be recognised as an asset to the extent that, in the opinion of the Directors, it will be recoverable by the Company. The notional interest charge on the deficit is charged to the profit and loss account for the year. Contributions made by the Company during the year are treated as payments against the deficit. Adjustments to the deficit relating to changes in actuarial assumptions or differences between actual and expected experience are dealt with in the Statement of Comprehensive Income.
- 16 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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.
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 Company 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.
- 17 -
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Freehold land and buildings
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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.
The Company previously measured certain classes of tangible fixed assets using the revaluation model. During the year, the directors reviewed this policy and concluded that the cost model provides more reliable and relevant information about the Company’s financial performance and position. As a result, the Company has adopted the cost model for all classes of tangible fixed assets. This change in accounting policy has been applied retrospectively in accordance with FRS 102 Section 10. The impact of this change is explained in Note 24.
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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting 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.
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.
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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.
- 18 -
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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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.
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
- 19 -
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
|
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
- 20 -
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
|
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
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Judgments in applying accounting policies and key sources of estimation uncertainty
|
In the application of the Company’s accounting policies, the directors are required to make judgments, 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.
Deferred Tax
In determining the recognition of deferred tax, management assess the tax expected to be payable or recoverable on the differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The deferred tax assets are recognised to the extent that taxable temporary differences exist, and it is considered probable that future taxable profit will be available against which the assets can be utilised before their expiry.
- 21 -
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The whole of the turnover is attributable to the principal activity of the Company.
Analysis of turnover by country of destination:
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The operating loss is stated after charging:
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Depreciation of owned tangible fixed assets
|
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|
Loss on disposal of tangible fixed assets
|
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Other operating lease rentals
|
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|
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Loss on foreign exchange differences
|
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|
During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
|
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- 22 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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|
Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 directors (2024 - NIL) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £90,504 (2024 - £95,175).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £30,873 (2024 - £NIL).
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- 23 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Interest on bank deposits
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Interest payable and similar expenses
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Interest on loans and overdrafts repayable within five years:
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Other bank and overdraft interest
|
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- 24 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Total taxation charge for the year
|
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|
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Factors affecting tax charge for the year
|
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The tax assessed for the year is higher than (2024 -lower than) the standard rate of corporation tax in the UK of25% (2024 -25%). The differences are explained below:
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Loss on ordinary activities before tax
|
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
|
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Expenses not deductible for tax purposes
|
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Adjustments to tax charge in respect of prior periods
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Adjustments to deferred tax charge in respect of prior periods
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Deferred tax charged directly to OCI
|
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|
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Movement in deferred tax not recognised
|
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Total tax charge for the year
|
|
|
- 25 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
|
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
In line with prior years the Company has incurred additional costs as a result of the redevelopment of its site in Barnoldswick and these are shown in exceptional costs. The costs relate to operational inefficiencies and additional resource costs. The redevelopment was completed during the year and the Company is no longer incurring exceptional costs relating to this project.
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Amortisation and impairment
|
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- 26 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Freehold Land and Buildings
|
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Assets under Construction
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At 1 January 2025 (as previously stated)
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Prior year adjustment - for cost bases
|
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Prior year adjusment - for Assets under Construction
|
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At 1 January 2025 (as restated)
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Transfers between classes
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At 1 January 2025 (as previously stated)
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At 1 January 2025 (as restated)
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At 31 December 2024 (as restated)
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Land is held within Land and buildings with a value of £390,816 that will not be depreciated.
See note 24 for further details on the prior year adjustment.
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- 27 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Raw materials and consumables
|
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Finished goods and goods for resale
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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- 28 -
|
|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Accruals and deferred income
|
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The bank overdraft is secured by a fixed charge over book debts and a floating charge over all other assets of the Company.
The bank loan is secured by a fixed charge over the Company's assets.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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The bank overdraft is secured by a fixed charge over book debts and a floating charge over all the other assets of the Company.
The bank loan is secured by a fixed charge over the Company's assets.
Per the loan agreement, the repayment of the Shareholder's loan is subject to mutual agreement and has no fixed repayment date, it carries interest at 6% per annum fixed, paid annually.
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- 29 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
Analysis of the maturity of loans is given below:
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Amounts falling due within one year
|
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Amounts falling due 1-2 years
|
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Loans from related parties
|
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The bank overdraft is secured by a fixed charge over book debts and a floating charge over all the other assets of the Company.
The bank loans consist of:
∙One sterling loan of £120,303 repayable by monthly instalments of £10,212 (including interest) terminating in December 2026, secured by a chattels mortgage over the Company's Perndorfer water-jet cutting machine and bearing interest at 3.425% fixed.
∙One sterling loan of £31,478 repayable by monthly instalments of £2,160 (including interest) terminating in March 2027, secured by a chattels mortgage over the Company's Negri Bossi injection-moulding machine and bearing interest at 4.331% fixed.
∙One sterling loan of £40,622 repayable by monthly instalments of £2,338 (including interest) terminating in June 2027, secured by a chattels mortgage over the Company's Krauss Maffei injection-moulding machine and bearing interest at 4.475% fixed.
∙One sterling loan of £72,838 repayable by monthly instalments of £2,557 (including interest) terminating in October 2029, secured on laser jet equipment and bearing interest at 12.55%.
Per the loan agreement, the repayment of the Shareholder's loan is subject to mutual agreement and has no fixed repayment date, it carries interest at 6% per annum fixed, paid annually.
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- 30 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Credited to profit or loss
|
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|
On movement in pension deficit dealt with through the Statement of Comprehensive Income
|
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The deferred tax asset is made up as follows:
|
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Losses and other deductions
|
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|
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Fixed asset timing differences
|
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Short term timing differences
|
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Allotted, called up and fully paid
|
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|
200,000 (2024 - 200,000) Ordinary shares of £1.00 each
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|
The ordinary shares have full rights in the Company with respect to voting, dividends and distributions
|
- 31 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Revaluation reserve
The revaluation reserve represented cumulative gains recognised on the revaluation of tangible fixed assets.
Please see note 24 for an explanation of the movement in this reserve.
Capital contribution
This reserve represents £18m (2024: £10m) of loans relating to Filtrox Holding AG converted to equity through a capital contribution.
Profit and loss account
Includes all current and prior period retained profits and losses.
- 32 -
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|
FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year, the Company reviewed the accounting policy applied to its tangible fixed assets. In prior periods, certain classes of tangible fixed assets were measured using the revaluation model in accordance with FRS 102 Section 17 Property, Plant and Equipment.
Following this review, the directors determined an error arose in the application of the previous accounting policy as freehold land and buildings and plant and machinery were not revalued with sufficient regularity to ensure that carrying amounts did not differ materially from fair value.
After further consideration, the directors concluded that a change in accounting policy to the cost model for Property, Plant and Equipment is appropriate. Certain assets are specialised in nature and obtaining a revaluation of such assets with reasonable accuracy is difficult. In addition, adoption of the cost model enhances comparability and provides users of the financial statements with more relevant and reliable information. The directors therefore consider that the cost model ensures ongoing compliance with FRS 102.
A comparison between the revaluation and cost models to determine the adjustment for the current period has not been performed due to the impracticability in application of the previously adopted revaluation model which would have required frequent historical revaluations.
The change in accounting policy has been applied retrospectively in accordance with FRS 102 Section 10 Accounting Policies, Estimates and Errors. The carrying amounts of the affected assets at 31 December 2024 have been restated to the amounts that would have been recognised had the cost model been applied historically. This has resulted in the removal of previously recognised revaluation surpluses and the reversal of revaluation based depreciation.
As a consequence of applying the cost model, the revaluation reserve of £1,376,848 at 31 December 2024 has been eliminated and the comparative figures have been restated accordingly. The impact of the prior year adjustment on the opening reserves as at 1 January 2024, and on the comparative period to 31 December 2024, is summarised in the Statement of Changes in Equity and in Note 14 to the financial statements. As well as this, a decrease in depreciation charge in administrative expenses of £179,639 also decreased the prior year loss.
As a consequence of applying the cost model, the cost of the tangible assets as at 31 December 2024 has increased from £27,659,926 by £2,592,408 to £30,252,334. The accumulated depreciation as at 31 December 2024 has increased from £5,120,200 by £3,969,256 to £9,089,456. The total change in net book value as at 31 December 2024 has decreased from £22,539,726 by £1,376,848 to £21,162,878.
Additionally, amounts totalling £12,321,237 were incorrectly classified within freehold land and buildings. These assets related to projects which were under construction at the reporting date and were not yet available for use, and therefore should have been recognised within assets under construction. A prior year adjustment has been made to reclassify these balances accordingly. This adjustment has no impact on profit or loss, as no depreciation had been charged on these assets, and has no effect on net assets.
There is no impact on overall tax charge in the year or on reported cash flows for any period, for the above adjustments.
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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At 31 December 2025 the Company had capital commitments as follows:
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Contracted for but not provided in these financial statements
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company operates a funded defined benefit scheme, the assets of which are held separately from those of the Company and invested with an insurance company. In 2002, the scheme was closed to new members and on 31 March 2006, the Company closed the scheme to future accrual. A full actuarial valuation was carried out as at 31 March 2021, and updated to 31 December 2025 by a qualified independent actuary. The principal assumptions adopted by the actuary in that valuation were:
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Reconciliation of present value of plan liabilities:
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Reconciliation of present value of plan liabilities
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At the beginning of the year
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Benefits paid and death in service costs
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Reconciliation of present value of plan assets:
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At the beginning of the year
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Benefits paid and death in service costs
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Composition of plan assets:
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Clerical Medical's With-Profits Fund
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Total fair value of plan assets
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26.Pension commitments (continued)
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Fair value of plan assets
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Present value of plan liabilities
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Net pension scheme liability
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The amounts recognised in profit or loss nets to £Nil (2024: £Nil).
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Amounts recognised in Other Comprehensive Income
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Actual return on scheme assets
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Principal actuarial assumptions at the reporting date (expressed as weighted averages):
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Discount rate (pre and post retirement)
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Pension increases, where subject to LPI
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Statutory revaluation in deferment (RPI basis)
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Statutory revaluation in deferment (CPI basis)
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Amounts for the current and previous four periods are as follows:
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Defined benefit pension schemes
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Present value of scheme liabilities
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Fair value of scheme assets
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Gross surplus/(deficit) in scheme
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FILTROX CARLSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26.Pension commitments (continued)
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Experience adjustments on scheme assets
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Experience adjustments on scheme liabilities
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption available in Section 33 of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" related party disclosures from the requirement to disclose transactions with wholly owned group companies.
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As at the 31 December 2025, the immediate parent company is Filtrox Holding AG, a company incorporated in Switzerland. Filtrox Holding AG is the smallest and largest group in which Filtrox Carlson is consolidated into.
The ultimate holding company is CRS Holding AG, also a company incorporated in Switzerland.
The ultimate controlling party is Dr Cristian Rusch.
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