Aquabio Limited - Limited company accounts 25.1

REGISTERED NUMBER: 03379754 (England and Wales)

Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2025

for

Aquabio Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

A Klink

T K McCarthy

SECRETARY:

P E Donohue

REGISTERED OFFICE:

Aquabio House

Ball Mill Top Business Park

Hallow

Worcester

Worcestershire

WR2 6LS

REGISTERED NUMBER:

03379754 (England and Wales)

AUDITORS:

Roedl & Partner Ltd

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of water, wastewater and air treatment design, process and project management.

DIRECTORS

T K McCarthy has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

A Klink - appointed 14 October 2025

S Sell-Poelloth - resigned 14 October 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Roedl & Partner Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

T K McCarthy - Director

11 May 2026

Opinion

We have audited the financial statements of Aquabio Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the 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; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

- Enquiry of management, those charged with governance around actual and potential litigation and claims;

- Enquiry of entity staff to identify any instances of non-compliance with laws and regulations;

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

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

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Imran Farooq (Senior Statutory Auditor)

for and on behalf of Roedl & Partner Ltd

11 May 2026

TURNOVER

8,392,797

9,683,175

Cost of sales

(6,291,724

)

(7,190,160

)

GROSS PROFIT

2,101,073

2,493,015

Administrative expenses

(1,614,504

)

(1,869,149

)

486,569

623,866

Other operating income

-

8,896

OPERATING PROFIT

486,569

632,762

Interest receivable and similar income

75,779

160,330

562,348

793,092

Interest payable and similar expenses

4

(2,003

)

(2,329

)

PROFIT BEFORE TAXATION

5

560,345

790,763

Tax on profit

6

(140,419

)

(187,240

)

PROFIT FOR THE FINANCIAL YEAR

419,926

603,523

FIXED ASSETS

Intangible assets

7

222,943

197,839

Tangible assets

8

120,251

167,870

343,194

365,709

CURRENT ASSETS

Stocks

9

119,200

161,531

Debtors: amounts falling due within
one year

10

2,839,470

3,450,493

Cash and cash equivalents

2,588,160

1,980,362

5,546,830

5,592,386

CREDITORS

Amounts falling due within one year

11

3,586,695

3,442,145

NET CURRENT ASSETS

1,960,135

2,150,241

TOTAL ASSETS LESS CURRENT
LIABILITIES

2,303,329

2,515,950

PROVISIONS FOR LIABILITIES

13

233,923

266,470

NET ASSETS

2,069,406

2,249,480

CAPITAL AND RESERVES

Called up share capital

14

2,200

Share premium

15

812

Merger reserve

15

294,800

Retained earnings

15

1,771,594

1,951,668

SHAREHOLDERS' FUNDS

2,069,406

2,249,480

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 11 May 2026 and were signed on its behalf by:

T K McCarthy - Director

Called up

share

Retained

Share

Merger

Total

capital

earnings

premium

reserve

equity

£

Balance at 1 January 2024

2,200

2,048,145

812

294,800

2,345,957

Changes in equity

Dividends

-

(700,000

)

-

(700,000

)

Total comprehensive income

-

603,523

-

603,523

Balance at 31 December 2024

2,200

1,951,668

812

294,800

2,249,480

Changes in equity

Dividends

-

(600,000

)

-

(600,000

)

Total comprehensive income

-

419,926

-

419,926

Balance at 31 December 2025

2,200

1,771,594

812

294,800

2,069,406

1.	STATUTORY INFORMATION

Aquabio Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax, except in respect of long-term construction or service contracts.

When the outcome of a long-term construction contract can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date ("percentage-of-completion method"). When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the contract work and claims that can be measured reliably. A variation or a claim is recognised as contract revenue when it is probable that the customer will approve the variation or negotiations have reached an advanced stage such that it is probable that the customer will accept the claim.

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

At the date of authorisation of these financial statements, the following amendments to FRS 102 have been issued but are not yet effective for the current reporting period.

The Financial Reporting Council has issued amendments to FRS 102 which include significant changes to lease accounting, bringing lessee accounting more in line with IFRS 16. Under the revised requirements, lessees will be required to recognise a right?of?use asset and a corresponding lease liability for most leases.

These amendments are effective for accounting periods beginning on or after 1 January 2026, with early adoption permitted.

The entity has not early adopted these amendments. The directors are currently assessing the impact of these changes on the financial statements. It is expected that the adoption of the revised lease accounting requirements will result in an increase in both assets and liabilities on the balance sheet; however, the financial impact has not yet been reasonably estimated.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2013, is being amortised evenly over its estimated useful life of five years.

Development expenditure

Development expenditure is capitalised in accordance with the accounting policy given below. Initial capitalisation of costs is based on management's judgement that technical and economic feasibility is confirmed. In determining the amounts to be capitalised management makes assumptions regarding the expected future cash generation of the assets, and the expected period of benefits. Development expenditure is amortised on a straight-line basis over its useful economic life up to a presumed maximum of 5 years. It is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

33% on cost / 12.5% on reducing balance

Fixtures and fittings

-

33% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

Wages and salaries

1,501,969

1,343,187

Social security costs

210,542

168,962

Other pension costs

72,546

75,339

1,785,057

1,587,488

The average number of employees during the year was as follows:

2025

2024

Project management & engineering

16

15

Sales

3

Administration

3

22

21

2025

2024

£

Directors' remuneration

84,573

78,566

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

Bank charges

2,003

2,329

5.	PROFIT BEFORE TAXATION

The profit is stated after charging/(crediting):

2025

2024

£

Depreciation - owned assets

53,341

52,777

Development costs amortisation

10,908

8,420

Audit Fees

8,942

9,621

Accountancy fees

8,733

6,714

Foreign exchange differences

4,385

(8,896

)

RDEC Income

(136,057

)

(145,860

)

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

Current tax:

UK corporation tax

151,449

192,084

Deferred tax current period

(11,030

)

(4,844

)

Tax on profit

140,419

187,240

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

Profit before tax

560,345

790,763

Profit multiplied by the standard rate of corporation tax in the
UK of 25% (2024 - 25%)

140,086

197,691

Effects of:

Income not taxable for tax purposes

(31,287

)

(34,190

)

Adjustments to tax charge in respect of previous periods

31,620

23,739

Total tax charge

140,419

187,240

The standard rate of UK corporation tax is 25%. On 3 March 2021, the Chancellor of the Exchequer announced that the main rate of corporation tax in the United Kingdom would rise to 25% with effect from 1 April 2023 for companies earning annual taxable profits in excess of £250,000. Companies earning annual taxable profits of £50,000 or less will continue to pay corporation tax at 19% with a marginal rate adjustment for companies earning annual taxable profits between the two levels. These changes had been substantively enacted at the balance sheet date and therefore deferred tax is recognised at 25%.

7.	INTANGIBLE FIXED ASSETS

Development

Goodwill

costs

Totals

£

COST

At 1 January 2025

159,358

293,767

453,125

Additions

-

36,012

At 31 December 2025

159,358

329,779

489,137

AMORTISATION

At 1 January 2025

159,358

95,928

255,286

Amortisation for year

-

10,908

At 31 December 2025

159,358

106,836

266,194

NET BOOK VALUE

At 31 December 2025

-

222,943

At 31 December 2024

-

197,839

8.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

COST

At 1 January 2025

302,208

51,268

11,338

102,100

466,914

Additions

-

1,649

4,073

5,722

At 31 December 2025

302,208

51,268

12,987

106,173

472,636

DEPRECIATION

At 1 January 2025

162,122

37,727

6,806

92,389

299,044

Charge for year

40,881

5,488

1,357

5,615

53,341

At 31 December 2025

203,003

43,215

8,163

98,004

352,385

NET BOOK VALUE

At 31 December 2025

99,205

8,053

4,824

8,169

120,251

At 31 December 2024

140,086

13,541

4,532

9,711

167,870

9.

STOCKS

2025

2024

£

Stocks

119,200

161,531

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

1,643,015

2,317,106

Other debtors

135,011

116,203

Tax

-

77,338

Prepayments and accrued income

1,061,444

939,846

2,839,470

3,450,493

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

1,117,296

1,003,062

Amounts owed to group undertakings

198,913

155,599

Tax

8,217

-

Social security and other taxes

44,432

79,886

VAT

329,336

344,103

Accruals and deferred income

1,888,501

1,859,495

3,586,695

3,442,145

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

Within one year

90,943

89,376

Between one and five years

119,533

161,558

210,476

250,934

13.	PROVISIONS FOR LIABILITIES

2025

2024

£

Deferred tax

16,840

27,870

Warranty provision

217,083

238,600

233,923

266,470

Deferred

Warranty

tax

provision

£

Balance at 1 January 2025

27,870

238,600

Provided during year

-

124,638

Unused amounts reversed during year

-

(146,154

)

Timing differences

(9,418

)

-

In respect of previous periods

(1,612

)

-

Balance at 31 December 2025

16,840

217,084

The prior year deferred tax asset in included within debtors, as shown in note 10.

Warranty provisions are generally lasting for a 12-month period and are expected to be used or released within this time.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

1,955

A Ordinary shares

£1

1,955

245

B Ordinary shares

£1

245

2,200

The rights attaching to the A and B shares are as follows:

As regards income, dividends may be paid on either A or B shares or both as resolved by the directors and subject to the approval of the shareholders;

As regards capital, any surplus assets of the company on winding up will be distributed amongst A and B shares in proportion to the amounts paid up or credited as paid up on the A and B shares respectively;

As regards voting, holders of B shares are entitled to receive notice of but shall not be entitled to attend nor vote at any general meeting of the company.

15.

RESERVES

Share premium reserve

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Merger reserve

This reserve records the amount above the nominal value paid for shares acquired during the hive up of Automation and Control Limited, less transaction costs.

16.	PENSION COMMITMENTS

Contributions to the company's defined contribution pension scheme are charged to the profit and loss account as incurred. Contributions of £112,546 (31 December 2024: £115,339) are included in these accounts and no further contributions are payable for the period.

17.	RELATED PARTY DISCLOSURES

As the company is a wholly owned subsidiary of Freudenberg & Co. KG, a German Partnership, the company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. The group financial statements of Freudenberg & Co. KG, within which this company is included, can be obtained from Freudenberg & Co. KG, Kommanditgesellschaft, Höhnerweg 2-4, 69465 Weinheim, Germany.