Company registration number 04153644 (England and Wales)
EVOLUTION AQUA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
EVOLUTION AQUA LIMITED
COMPANY INFORMATION
Directors
Mr N J Jackson
Ms N H Peers
Mr K H M Kuijper
Secretary
Ms N H Peers
Company number
04153644
Registered office
Evolution House
Kellett Close
Wigan
WN5 0LP
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
EVOLUTION AQUA LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of income and retained earnings
8
Balance sheet
9 - 10
Notes to the financial statements
11 - 25
EVOLUTION AQUA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The Company designs, manufactures, and sells patented water treatment and filtration products, including filters, media, ultraviolet clarifiers, modular filtration systems, and live beneficial bacteria. Products are marketed under the Evolution Aqua and Flocell brands and through OEM and strategic distribution partners, serving aquatics, swimming pools, aquaculture, municipal wastewater, and environmental water treatment markets. Operations are primarily in the UK, with growing international activity across Europe and North America.

Review of the business

Revenue increased significantly during 2025, driven by strong growth within Aquatics and continued expansion of the Environmental division. Gross margins remained strong throughout the year, supported by favourable product mix and operational efficiencies.

The Aquatics division performed strongly, benefiting from new product launches, OEM partnerships, and growth in UK dealer and export markets. Commercial Aquatics also delivered growth, while investment in product development and CRM systems continued to strengthen market positioning.

The Environmental division continued to progress strategically. During the year, the Company secured a five-year renewal with a tier-one national facilities management and water services provider, supporting long-term recurring revenue opportunities through modular filtration systems and rental fleet deployments. Additional progress was made with UK utilities, industrial wastewater projects, and international partner discussions across Europe and the USA.

The Company continued to invest in intellectual property, wastewater technologies and production capability to support future growth.

Liquidity and working capital remained under close management during the year, supported by shareholder funding and ongoing banking facilities.

Principal risks and uncertainties

The main risks facing the Company are:

These risks are mitigated through:

EVOLUTION AQUA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Outlook

The Board remains confident in the Company’s future prospects.

Trading momentum entering 2026 has been strong, with both Aquatics and Environmental activities performing ahead of expectations. Gross margins continue to outperform budget, supported by increasing rental income within the Environmental division and strong Aquatics sales performance.

The Company expects continued growth through:

The Board believes the Company is well positioned to deliver sustainable long-term growth across both its core Aquatics operations and the developing Environmental division.

On behalf of the board

Mr N J Jackson
Director
21 September 2026
EVOLUTION AQUA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr N J Jackson
Ms N H Peers
Mr K H M Kuijper
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr N J Jackson
Director
21 September 2026
EVOLUTION AQUA LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

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.

EVOLUTION AQUA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOLUTION AQUA LIMITED
- 5 -
Opinion

We have audited the financial statements of Evolution Aqua Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including material 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:

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 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 ethical responsibilities in accordance with those 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. 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.

EVOLUTION AQUA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOLUTION AQUA LIMITED (CONTINUED)
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

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 strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

EVOLUTION AQUA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOLUTION AQUA LIMITED (CONTINUED)
- 7 -

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Jenny McCabe FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
21 September 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
EVOLUTION AQUA LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
10,749,015
8,234,184
Cost of sales
(4,602,376)
(3,859,558)
Gross profit
6,146,639
4,374,626
Distribution costs
(289,330)
(293,802)
Administrative expenses
(4,923,195)
(4,267,414)
Exceptional item
4
(105,075)
-
0
Operating profit/(loss)
5
829,039
(186,590)
Interest payable and similar expenses
8
(82,933)
(39,935)
Profit/(loss) before taxation
746,106
(226,525)
Tax on profit/(loss)
9
(149,492)
-
0
Profit/(loss) for the financial year
596,614
(226,525)
Retained earnings brought forward
1,471,060
1,697,585
Retained earnings carried forward
2,067,674
1,471,060

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 25 form part of these financial statements.

EVOLUTION AQUA LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
888,586
782,991
Tangible assets
11
1,036,583
1,115,667
Investments
12
-
0
500
1,925,169
1,899,158
Current assets
Stocks
13
1,586,854
1,513,740
Debtors
14
3,799,856
2,980,279
Cash at bank and in hand
239,944
351,709
5,626,654
4,845,728
Creditors: amounts falling due within one year
15
(5,077,705)
(5,008,917)
Net current assets/(liabilities)
548,949
(163,189)
Total assets less current liabilities
2,474,118
1,735,969
Creditors: amounts falling due after more than one year
16
(156,857)
(164,814)
Provisions for liabilities
Deferred tax liability
19
149,492
-
0
(149,492)
-
Net assets
2,167,769
1,571,155
Capital and reserves
Called up share capital
21
100
100
Share premium account
99,995
99,995
Profit and loss reserves
2,067,674
1,471,060
Total equity
2,167,769
1,571,155

The notes on pages 11 to 25 form part of these financial statements.

EVOLUTION AQUA LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 21 September 2026 and are signed on its behalf by:
Mr N J Jackson
Director
Company registration number 04153644 (England and Wales)
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Evolution Aqua Limited is a private company limited by shares incorporated in England and Wales. The registered office is Evolution House, Kellett Close, Wigan, WN5 0LP.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Evolution Aqua Group Limited. These consolidated financial statements are available from its registered office, Evolution House, Kellet Close, Wigan, WN5 0LP.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern

The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate. The company reported net current assets of £true548,949 and a profit for the year of £596,614.

 

The company meets its day-to-day working capital requirements through cash generated from its operations, supplemented where necessary by financial support from the directors. The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts, which include consideration of reasonably possible downside scenarios, indicate that the company will have sufficient resources to meet its obligations as they fall due throughout the forecast period.

 

The forecasts are based on the continued generation of revenue from the company's existing customer base and reflect the increased security of future revenues arising from contractual arrangements entered into during the year. The directors also remain committed to providing financial support to the company, if required, for the duration of the forecast period.

 

Having considered the forecasts and the available sources of funding, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

 

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
20 years straight line
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixture & Fittings
10 years straight line
Plant and machinery
15 years straight line
Motor Vehicles
4 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

 

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Contributions to defind contribution plans are recognised as employee benefit expense when they are due, If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

1.15
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
UK
8,643,282
6,161,555
Rest of the world
2,105,733
2,072,629
10,749,015
8,234,184
4
Exceptional item
2025
2024
£
£
Expenditure
Exceptional item
105,075
-

Included in exceptional costs relate to the net loss in inter company loan balances that were not deemed to be repayable at the balance sheet date.

5
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging:
£
£
Exchange losses
38,731
4,565
Fees payable to the company's auditor for the audit of the company's financial statements
38,250
57,809
Depreciation of tangible fixed assets
206,313
178,297
Loss on disposal of tangible fixed assets
13,880
2,813
Amortisation of intangible assets
102,608
61,893
Operating lease charges
229,886
214,229
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
71
65
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,782,391
2,376,759
Social security costs
332,116
270,240
Pension costs
199,200
171,451
3,313,707
2,818,450
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
655,257
619,293
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
327,960
312,749
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
68,716
29,685
Interest on finance leases and hire purchase contracts
14,217
10,250
82,933
39,935
9
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
149,492
-
0
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
(Continued)
- 20 -

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
746,106
(226,525)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
186,527
(56,631)
Tax effect of expenses that are not deductible in determining taxable profit
45,848
18,536
Deferred tax not recognised
(55,594)
38,095
Adjustments to losses
(27,289)
-
0
Taxation charge for the year
149,492
-
10
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2025
1,060,983
Additions - internally developed
209,354
Disposals
(147,910)
At 31 December 2025
1,122,427
Amortisation and impairment
At 1 January 2025
277,992
Amortisation charged for the year
102,608
Disposals
(146,759)
At 31 December 2025
233,841
Carrying amount
At 31 December 2025
888,586
At 31 December 2024
782,991
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
11
Tangible fixed assets
Fixture & Fittings
Plant and machinery
Motor Vehicles
Total
£
£
£
£
Cost
At 1 January 2025
22,328
2,437,533
229,040
2,688,901
Additions
-
0
59,209
80,749
139,958
Disposals
(16,348)
(841,631)
-
0
(857,979)
At 31 December 2025
5,980
1,655,111
309,789
1,970,880
Depreciation and impairment
At 1 January 2025
19,826
1,469,539
83,869
1,573,234
Depreciation charged in the year
1,623
147,857
56,833
206,313
Eliminated in respect of disposals
(16,348)
(828,902)
-
0
(845,250)
At 31 December 2025
5,101
788,494
140,702
934,297
Carrying amount
At 31 December 2025
879
866,617
169,087
1,036,583
At 31 December 2024
2,502
967,994
145,171
1,115,667

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor Vehicles
169,077
140,954
Tooling
104,868
117,205
Furniture and Fittings
25,610
29,269
299,555
287,428
12
Fixed asset investments
2025
2024
Notes
£
£
Investments in associates
-
0
500
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Fixed asset investments
(Continued)
- 22 -
Movements in fixed asset investments
Shares in associates
£
Cost or valuation
At 1 January 2025 & 31 December 2025
500
Impairment
At 1 January 2025
-
Impairment losses
500
At 31 December 2025
500
Carrying amount
At 31 December 2025
-
At 31 December 2024
500
13
Stocks
2025
2024
£
£
Finished goods and goods for resale
1,586,854
1,513,740
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,454,107
1,921,321
Amounts owed by group undertakings
-
0
63,473
Amounts owed by undertakings in which the company has a participating interest
1,263,410
918,177
Other debtors
5,586
-
0
Prepayments and accrued income
76,753
77,308
3,799,856
2,980,279
EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
18
87,955
70,818
Other borrowings
17
1,585,967
1,177,768
Trade creditors
1,111,165
1,344,748
Amounts owed to group undertakings
1,576,180
1,834,514
Taxation and social security
539,555
480,762
Accruals and deferred income
176,883
100,307
5,077,705
5,008,917

Included within other creditors due within and in over one year are costs in relation to hire purchase obligations which are secured over the assets to which they relate.

 

Included within other borrowings is an invoice financing facility, these balances are secured against the trade debtors to which they relate (as detailed in 17).

16
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
18
156,857
164,814

Included within other creditors due within and in over one year are costs in relation to hire purchase obligations which are secured over the assets to which they relate.

17
Loans and overdrafts
2025
2024
£
£
Other loans
1,585,967
1,177,768
Payable within one year
1,585,967
1,177,768

During the prior year the company entered into a new invoice financing facility in place with RBS, providing access to working capital funding secured against trade receivables. This balance is secured by way of a fixed and floating charge dated 30 January 2024, following the property of the company owned now or in the future.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Finance lease obligations
2025
2024
Amounts due:
£
£
Within one year
87,955
70,818
After more than one year
156,857
164,814
244,812
235,632
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
87,955
70,818
In two to five years
156,857
164,814
244,812
235,632
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Fixed asset timing differences
207,056
-
Tax losses
(57,564)
-
149,492
-
2025
Movements in the year:
£
Liability at 1 January 2025
-
Charge to profit or loss
149,492
Liability at 31 December 2025
149,492

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

EVOLUTION AQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
199,200
171,451

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
100,000
100,000
100
100
100,000
100,000
100
100
22
Related party transactions

The Company has taken advantage of the exemption conferred by FRS 102 paragraph 33.1A and has not disclosed transactions or outstanding balances with its fellow subsidiary undertakings or its parent company, Evolution Aqua Group Limited, on the basis that all relevant companies are directly or indirectly wholly owned by the parent company, where group accounts are prepared, in which these companies are included.

23
Ultimate controlling party

The Company's ultimate parent undertaking is Evolution Aqua Group Limited, a company incorporated in England and Wales under registration number 13909607. Group accounts are prepared, in which this Company's results are included and are available from Evolution House, Kellet Close, Wigan, WN5 0LP and Companies House. At the balance sheet date, the ultimate controlling party, by virtue of their shareholding in the parent company, is Mr N Jackson.

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