IRIS Accounts Production v24.3.2.46 02801813 Board of Directors 1.10.23 30.9.24 30.9.24 Medium entities the selling of pumps, fountains and accessories for home, garden and commercial projects. true false true true false false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. 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REGISTERED NUMBER: 02801813 (England and Wales)


























STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH SEPTEMBER 2024

FOR

OASE (UK) LIMITED

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH SEPTEMBER 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Statement of Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


OASE (UK) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30TH SEPTEMBER 2024







DIRECTORS: Mr C J Wright
Mr M J Koch



SECRETARY: Mr C J Wright



REGISTERED OFFICE: Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD



REGISTERED NUMBER: 02801813 (England and Wales)



AUDITORS: Langdowns DFK Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD



BANKERS: Commerzbank AG
30 Gresham Street
London
EC2P 2XY

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

STRATEGIC REPORT
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


The directors present their strategic report for the year ended 30th September 2024.

REVIEW OF BUSINESS
Oase (UK) Limited continues to be a market leader in water garden supplies, providing innovative products for domestic use as well as providing water pump products for domestic and commercial purposes. Our indoor aquatics biOrb brand provides exciting and cutting edge aquarium designs and accessories that transform both domestic and office spaces.

We continue to strive for excellence in our products and their features, continually looking to develop the design, functionality, technology and diversity of our product range to stay ahead of the competition.

Demand for the company's products during the Covid-19 lockdowns was extremely high and the company saw huge growth as customers were forced to stay at home and unable to travel. Since the end of the pandemic the company experienced decreasing demand for its products back to normal levels. The declining sales and rising costs has put pressure on the EBITDA of the company and in the last 2 years the company has taken major steps to reduce its costs.

Headcount has been reduced from a peak of around 60 people to 41. The company has insourced most of its logistics saving a large amount of money as well as gaining efficiencies in its operations. As a result of these tough choices the company is now able to show a healthy EBITDA.

PRINCIPAL RISKS AND UNCERTAINTIES
The company's trading results are dependent on a number of factors including consumer confidence, the weather, interest rates, inflation and foreign exchange risk.

The major challenge for our business during the last few years has been in relation to demand in the market for its products. This slow down in demand has been due to weather, inflationary pressure on consumer spending and the previous temporary increases in demand due to Covid-19. Raw material costs have now stabilised and freight costs have reduced but other pressures remain in terms of currency, energy and personnel costs (driven by cost of living increases).

The majority of the company's purchases are made in Sterling thus limiting the exposure to foreign exchange rate movements. Some suppliers invoice in Euros and US dollars and certain overseas customers are invoiced in foreign currencies. This helps to mitigate our susceptibility to foreign exchange risk.

The UK group also has further susceptibility to foreign exchange risk as a result of Euro denominated loans. Where the international group is exposed to foreign exchange risk, this is mitigated through their general funding structure.

As mentioned in the notes to the financial statements, there is currently uncertainty related to going concern. This is due to group management being aware of the theoretical risk of a future covenant breach on its principal funding facility. The risk can be mitigated by the shareholders injecting additional capital. The shareholders have cure rights which form part of the most recently renewed financing agreement

ANALYSIS USING KEY PERFORMANCE INDICATORS
As stated in the review of the business, demand for the company's products during the Covid-19 lockdowns was extremely high however, during recent years the company experienced decreasing demand for its products. The company has seen turnover levels return to pre-pandemic levels. Despite recent cost of living increases, turnover increased by £610,846 from £14,986,440 to £15,597,286 which equates to a 4.07% increase. Gross profit increased by £676,865 from £4,243,687 to £4,920,552. This equated to an increase in the gross profit margin from 28.3% to 31.6%.

As stated in the review of the business, the company has tried to reduce costs, understanding the tough trading conditions they are operating in. This has resulted in a previously seen net loss before tax of £852,029 to increase to a net profit before tax of £903,613. EBITDA for the year was £1,190,584 which is an increase of £1,529,592 from the previous year.

As no distributions of retained profits were made during the year, the net asset position of the company increased by £648,450 from £9,631,044 to £10,279,494.

Overall the results reflect a changing marketplace and the short term effects of our strategic operating changes that have been implemented to secure improvements in operating efficiencies that the company aims to benefit from in the future.


OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

STRATEGIC REPORT
FOR THE YEAR ENDED 30TH SEPTEMBER 2024

RESEARCH AND DEVELOPMENT ACTIVITIES
As a result of a strategic aim of the group to centralise research and development activities, these are now undertaken by other entities within the group.

ON BEHALF OF THE BOARD:





Mr C J Wright - Secretary


28th January 2025

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


The directors present their report with the financial statements of the company for the year ended 30th September 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30th September 2024.

FUTURE DEVELOPMENTS
The directors aim to maintain the existing management policies which have resulted in the company's present financial position and to ensure that management are well positioned to continue to develop the business.

DIRECTORS
Mr C J Wright has held office during the whole of the period from 1st October 2023 to the date of this report.

Other changes in directors holding office are as follows:

Mr T Muck - resigned 3rd June 2024
Mr M J Koch - appointed 1st August 2024

DISCLOSURE IN THE STRATEGIC REPORT
Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the Report of the Directors are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Langdowns DFK Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:



Mr C J Wright - Secretary


28th January 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
OASE (UK) LIMITED


Opinion
We have audited the financial statements of Oase (UK) Limited (the 'company') for the year ended 30th September 2024 which comprise the Statement of Comprehensive Income, 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 30th September 2024 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.

Material uncertainty related 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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

We draw attention to note 3 in the financial statements, which sets out the potential uncertainties over the Oase group's ability to meet the covenants attached to its funding facilities, together with other associated funding considerations. As stated in note 3, these events or conditions, along with the other matters as set forth in note 3, indicate that a material uncertainty exists that could potentially cast significant doubt on the company’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have 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 Strategic Report or 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
OASE (UK) LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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.

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

As part of our audit planning procedures we identify the significant laws and regulations applicable to the company based upon our knowledge of the company, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006, the reporting requirements of Financial Reporting Standard 102 and Health and Safety regulations.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, reviewing client records for reportable breaches of health and safety regulations, enquiry into policies and procedures to ensure compliance with health and safety regulations and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
OASE (UK) LIMITED


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.




Neil Raynsford (Senior Statutory Auditor)
for and on behalf of Langdowns DFK Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD

31st January 2025

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30TH SEPTEMBER 2024

2024 2023
Notes £    £    £    £   

TURNOVER 4 15,597,286 14,986,440

Cost of sales 10,676,734 10,742,753
GROSS PROFIT 4,920,552 4,243,687

Distribution costs 1,212,164 1,868,084
Administrative expenses 3,670,838 4,137,606
4,883,002 6,005,690
37,550 (1,762,003 )

Other operating income 1,015,352 1,017,938
OPERATING PROFIT/(LOSS) 6 1,052,902 (744,065 )

Interest receivable and similar income 7 778 5,136
1,053,680 (738,929 )

Interest payable and similar expenses 8 150,067 113,100
PROFIT/(LOSS) BEFORE TAXATION 903,613 (852,029 )

Tax on profit/(loss) 9 255,163 (173,461 )
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 648,450 (678,568 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

648,450

(678,568

)

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

BALANCE SHEET
30TH SEPTEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 265,422 370,652
Tangible assets 11 91,603 114,553
357,025 485,205

CURRENT ASSETS
Stocks 12 2,735,099 3,355,910
Debtors 13 20,612,609 19,476,513
Cash at bank and in hand 698,743 436,236
24,046,451 23,268,659
CREDITORS
Amounts falling due within one year 14 11,750,048 11,789,300
NET CURRENT ASSETS 12,296,403 11,479,359
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,653,428

11,964,564

CREDITORS
Amounts falling due after more than one year 15 (2,175,000 ) (2,175,000 )

PROVISIONS FOR LIABILITIES 17 (198,934 ) (158,520 )
NET ASSETS 10,279,494 9,631,044

CAPITAL AND RESERVES
Called up share capital 18 10,000 10,000
Retained earnings 19 10,269,494 9,621,044
SHAREHOLDERS' FUNDS 10,279,494 9,631,044

The financial statements were approved by the Board of Directors and authorised for issue on 28th January 2025 and were signed on its behalf by:





Mr C J Wright - Director


OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30TH SEPTEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st October 2022 10,000 10,299,612 10,309,612

Changes in equity
Total comprehensive income - (678,568 ) (678,568 )
Balance at 30th September 2023 10,000 9,621,044 9,631,044

Changes in equity
Total comprehensive income - 648,450 648,450
Balance at 30th September 2024 10,000 10,269,494 10,279,494

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


1. STATUTORY INFORMATION

Oase (UK) 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.

The presentation currency of the financial statements is the Pound Sterling (£).


The company's principal places of business are Abbey Farm Business Park, Horsham St Faith, Norwich, Norfolk, NR10 3JU and The Old Cart Shed, Apsley Barns, Picket Piece, Andover, Hampshire, SP11 6NA.

The company's principal activity is the supply of domestic and commercial water pump and filtration products and the manufacture and supply of aquariums and terrariums.

2. STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention in accordance with the accounting policies as set out below.

Material uncertainties relating to going concern

The UK group continues to be reliant on the wider global group for its general funding requirements. The company is funded and supported by loans from Oase group companies, as well as third party lenders.

In order to maintain the group's principal loan facilities, Oase Group extended the repayment dates of these loans by way of an amendment agreement dated 26th September 2024. The termination date of the principal facility being extended to 28th February 2026 or, subject to an extension option, 31st December 2027. In relation to a revolving facility, 31st January 2026 or, subject to an extension option, 30th September 2027. The extension options are subject to mutual agreement by the lenders and Oase Parent Gmbh.

There is currently material uncertainty related to going concern due to group management being aware of the potential risk of a future covenant breach on its funding facilities. This risk could be mitigated by the shareholders injecting additional capital, as the shareholders have 'cure rights' which form part of the most recently renewed financing agreement.

As the potential of a future covenant breach cannot be excluded and should the shareholders not to utilise their 'cure rights' in such circumstances, there is a risk that the financing banks could make use of their extraordinary right of termination. In this case, the Oase Group might not be able to pay its bank liabilities on time, which could in turn result in going concern issues. This is subject to whether replacement financing facilities could then be sourced and/or capital injected. It is also expected that it will be necessary for the group to refinance at the end of its existing financing commitments.

As a result of the existing lending facilities in place and due to the above factors being only potential risks with the potential for mitigation, the directors consider that it is appropriate for the financial statements to be prepared on the going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

This cashflow exemption has been taken in accordance with Section 1.12 (B) of Financial Reporting Standard 102 as a qualifying subsidiary.

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


3. ACCOUNTING POLICIES - continued

Significant judgements, estimates and key assumptions
In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities. The estimates and the underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Included within provisions for liabilities at the balance sheet date is £158,520 as a dilapidations provision in relation to premises that the company occupies. This provision is based on the directors estimate as to the expected costs that may be expected to be incurred and has been calculated given the detailed knowledge and understanding of the premises and historic experience in relation to dilapidations.

As the company supplies electrical goods to consumers, a key assumption in the valuation of stocks is that no unexpected fundamental regulatory changes will arise in the near future that might materially impact on the ability of these assets to realise a greater value than their carrying value in the financial statements. Stocks at the balance sheet date after allowance for slow moving or obsolete stock items is recorded at £2,735,099.

Included in the balance sheet at 30th September 2024 is a balance owing from Oase Holding U.K. Limited, the immediate parent company, amounting to £17,610,813. Due to the financial position of Oase Holding U.K. Limited at 30th September 2024 it is considered that it would be unable to settle this balance on demand. An option agreement has therefore been obtained from another group undertaking, Oase GmbH, which is providing a guarantee on this loan balance, should Oase Holding U.K. Limited but unable to meet its obligations. As a result of this group support and the right of offset that could be applied, the balance owing to Oase (UK) Limited has not been impaired.

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods to the customer.

Intangible fixed assets
Intellectual Property is amortised over its estimated useful economic life of 3 years.

Development Costs are capitalised in accordance with FRS102 Section 18 once it can be determined that a research and development project has advanced beyond the research phase and into the development phase.

This is provided that it can demonstrate all of the following: (a) The technical feasibility of completing the intangible asset so that it will be available for use or sale. (b) Its intention to complete the intangible asset and use or sell it. (c) Its ability to use or sell the intangible asset. (d) How the intangible asset will generate probable future economic benefits. (e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. (f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

No intangible asset is recognised in the research phase of a project, when all expenditure is recognised as an expense when it is incurred.

Where it is not possible to distinguish between the research and development phases, all costs are recognised as an expense in the statement of comprehensive income in the period in which they are incurred, as if they were incurred in the research phase only.

Development Costs are amortised over their estimated useful economic life of 5 years with amortisation beginning when the associated product has been launched.

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


3. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Leasehold property improvement - Over the remaining term of the lease
Plant and machinery - 33% straight line, 25% straight line and 20% straight line
Fixtures, fittings and equipment - 50% straight line, 20% straight line and 15% straight line
Computer software - 33% straight line and 25% straight line

All fixed assets are initially recorded at cost. Fixed assets are subsequently recorded at cost less depreciation and any impairment.

Stocks
Raw material and finished goods stocks have been valued using the standard cost method and on a weighted average cost basis. As a result of regular review and revisions of the standard cost applied to individual stock lines this is considered a reasonable approximation of cost compared to the average cost basis.

Finished goods stock include an apportionment of attributable other direct costs. Where the calculated stock value is in excess of net realisable value, stocks have been valued at net realisable value. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 and current 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 contributes to defined contribution pension schemes. Contributions payable to the pension schemes are charged to profit or loss in the period to which they relate.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments and are accounted for at fair value. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

There are no lease incentives in relation to any operating leases in operation during the year.

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


3. ACCOUNTING POLICIES - continued

Debtors and creditors receivable / payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Grants
Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Grants relating to operating expenses are recognised through the income statement as the expenses are incurred to which they relate.

4. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 13,297,420 12,849,080
Overseas 2,299,866 2,137,360
15,597,286 14,986,440

5. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 1,875,294 1,946,685
Social security costs 196,316 216,485
Other pension costs 65,457 62,512
2,137,067 2,225,682

The average number of employees during the year was as follows:
2024 2023

Distribution staff 8 7
Administrative staff 35 41
Production staff 4 8
47 56

2024 2023
£    £   
Directors' remuneration 154,446 136,565
Directors' pension contributions to money purchase schemes 7,188 6,927

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

Money purchase schemes 1 1

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


6. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

2024 2023
£    £   
Hire of plant and machinery 44,831 15,286
Depreciation - owned assets 32,452 47,994
Intellectual property amortisation 17,340 23,812
Development costs amortisation 87,890 141,420
Auditors' remuneration 22,780 21,850
Foreign exchange differences (235,897 ) (146,644 )

7. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Deposit account interest - 47
Interest on taxation 500 5,089
Other interest 278 -
778 5,136

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Other interest payable 150,067 113,100

9. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 28,031 -

Deferred tax 227,132 (173,461 )
Tax on profit/(loss) 255,163 (173,461 )

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


9. TAXATION - continued

Reconciliation of total tax charge/(credit) 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:

2024 2023
£    £   
Profit/(loss) before tax 903,613 (852,029 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 22%)

225,903

(187,446

)

Effects of:
Expenses not deductible for tax purposes 4,253 2,938
Depreciation in excess of capital allowances 30,263 75,682
Temporary timing adjustments 19 (11,076 )
Deferred tax charge for the year 227,132 (173,461 )
Intergroup interest restriction 37,508 24,882
Increase / (decrease) in tax losses carried forwards (269,915 ) 95,020
Total tax charge/(credit) 255,163 (173,461 )

The deferred tax asset / (liability) is in relation to;
20242023
££
Accelerated tax allowances in relation to capital items(81,143(111,407)
Other timing differences40,72928,210
Tax losses carried forwards-269,915
(40,414186,718

The corporation tax rate of 25% in this financial year reflects the main rate of corporation tax in the UK which has been in effect since 1st April 2023. Prior to this the main rate of corporation tax was 19% and accordingly the corporation tax rate shown for 2023 of 22% is a hybrid rate reflecting an apportionment of these two main rates applicable in that financial year.

10. INTANGIBLE FIXED ASSETS
Intellectual Development
property costs Totals
£    £    £   
COST
At 1st October 2023
and 30th September 2024 138,666 735,405 874,071
AMORTISATION
At 1st October 2023 112,651 390,768 503,419
Amortisation for year 17,340 87,890 105,230
At 30th September 2024 129,991 478,658 608,649
NET BOOK VALUE
At 30th September 2024 8,675 256,747 265,422
At 30th September 2023 26,015 344,637 370,652

Amortisation charged during the year is included within administrative expenses in the statement of comprehensive income.

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


11. TANGIBLE FIXED ASSETS
Fixtures,
Leasehold fittings
property Plant and and Computer
improvement machinery equipment software Totals
£    £    £    £    £   
COST
At 1st October 2023 107,752 531,065 203,466 533,300 1,375,583
Additions - 4,250 5,252 - 9,502
Disposals (477 ) (2,267 ) (28,214 ) (15,183 ) (46,141 )
At 30th September 2024 107,275 533,048 180,504 518,117 1,338,944
DEPRECIATION
At 1st October 2023 102,491 493,986 131,253 533,300 1,261,030
Charge for year 2,616 18,079 11,757 - 32,452
Eliminated on disposal (477 ) (2,267 ) (28,214 ) (15,183 ) (46,141 )
At 30th September 2024 104,630 509,798 114,796 518,117 1,247,341
NET BOOK VALUE
At 30th September 2024 2,645 23,250 65,708 - 91,603
At 30th September 2023 5,261 37,079 72,213 - 114,553

12. STOCKS
2024 2023
£    £   
Raw materials and consumables 963,650 1,387,639
Finished goods 1,771,449 1,968,271
2,735,099 3,355,910

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 2,215,904 1,973,303
Amounts owed by group undertakings 18,196,815 17,104,112
Corporation tax repayable - 33,006
Deferred tax asset - 186,718
Prepayments and accrued income 199,890 179,374
20,612,609 19,476,513

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 516,738 576,796
Amounts owed to group undertakings 10,351,925 10,194,967
Corporation tax 6,370 -
Social security and other taxes 41,865 46,268
VAT 516,406 364,929
Other creditors 8,019 8,579
Accruals and deferred income 308,725 597,761
11,750,048 11,789,300

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Amounts owed to group undertakings 2,175,000 2,175,000

Included in amounts owed to group undertakings falling due after more than one year are balances owed in relation to a term loan agreement. This loan has no fixed repayment date but is repayable upon completion of a minimum notice period of 367 days. Interest is charged at 2.7% +12m EURIBOR. This rate is deemed to be reasonable market rate. As a result this financial instrument has been treated as a Debt Instrument and has been measured at amortised cost.

16. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 490,135 487,968
Between one and five years 981,420 1,141,382
In more than five years - 61,915
1,471,555 1,691,265

17. PROVISIONS FOR LIABILITIES
2024 2023
£    £   
Deferred tax 40,414 -
Other provisions 158,520 158,520
198,934 158,520

Deferred Other
tax provisions
£    £   
Balance at 1st October 2023 (186,718 ) 158,520
Provided during year 227,132 -
Balance at 30th September 2024 40,414 158,520

Other provisions includes provisions for dilapidations of £158,520 (2023: £158,520) in relation to their current premises.

18. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 2024 2023
value: £    £   
10,000 Ordinary £1 10,000 10,000

Ordinary shares carry the right to one vote per share and are entitled pari passu to dividend and other distributions.

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


19. RESERVES
Retained
earnings
£   

At 1st October 2023 9,621,044
Profit for the year 648,450
At 30th September 2024 10,269,494

20. PENSION COMMITMENTS

During the year the company have made defined contributions to employee pension schemes totalling £58,154 (2023: £56,846). At the year end, £4,395 (2023: £4,319) remained payable in relation to employer pension contributions.

21. PARENT COMPANIES AND CONTROLLING PARTY

Pylos Beacon Holdings Sarl (incorporated in Luxembourg ) is regarded by the directors as being the company's ultimate parent company.

The company's immediate parent company is Oase Holding U.K. Limited.

The smallest group for which group accounts are prepared is Oase Living Water GmbH registered in Horstel, Germany. Copies of the group financial statements will be available from Tecklenburger Strasse 161, 48477, Horstel, Germany.

The company and the group to which it is a member form part of a collection of funds managed by Argand Partners LP.

22. OTHER FINANCIAL COMMITMENTS

The Company are part of a cross guarantee arrangement with all group loans and overdrafts secured over group assets. The company is a guarantor on the group loan facility, in relation to both the Euro loan facility and revolving facility, under the Senior Facilities Agreement dated 30th October 2017 as supplemented and amended by subsequent amendment agreements.

23. RELATED PARTY DISCLOSURES

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' Section 33.1A, not to disclose related party transactions between two or more members of the group provided that any subsidiary which is a party to the transaction is wholly owned by the group.

Entities with control, joint control or significant influence over the entity
2024 2023
£    £   
Amount due from related party 17,610,813 16,590,660
Amount due to related party 11,254,499 10,122,472

The amounts due to entities with control over the company are unsecured. Trade balances and intergroup balances are interest free and repayable on demand. The terms of formal intergroup loans are disclosed further in note 15. The amounts due from entities with control over the company are unsecured, interest free and repayable on demand. This balance relates to a balance owing from Oase Holding U.K. Limited, the parent company of Oase (UK) Limited. Oase Management Gmbh, a parent company of Oase (UK) Limited has provided a guarantee over the amount owing from Oase Holding U.K. Limited.

Other related parties
2024 2023
£    £   
Amount due from related party 586,002 513,452
Amount due to related party 1,272,426 2,247,495

OASE (UK) LIMITED (REGISTERED NUMBER: 02801813)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2024


23. RELATED PARTY DISCLOSURES - continued

The amounts due to other related parties are unsecured, interest free and repayable on demand. The amounts due from other related parties are unsecured, interest free and repayable on demand.

During the year, a total of key management personnel compensation of £ 289,366 (2023 - £ 244,099 ) was paid.