REGISTERED NUMBER: 11800968 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

AQWISE UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Profit or Loss

8

Statement of Profit or Loss and Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

Mr E Levy

Mr K Navon

REGISTERED OFFICE:

Woodland Lodge

Dunston Business Village

Dunston

Staffordshire

ST18 9AB

REGISTERED NUMBER:

11800968 (England and Wales)

AUDITORS:

FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the supply and installation of water purification systems.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

Mr E Levy has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr M Shalem - resigned 19 February 2024

Mr M Dayan - resigned 19 February 2024

Mr L Hacohen - resigned 19 February 2024

Mr K Navon - appointed 19 February 2024

DIRECTORS' INDEMNITIES

As permitted by the Companies Act 2006, the Company has indemnified the directors in respect of proceedings brought by third parties and qualifying third party indemnity insurance was in place throughout the year and up to the date of approval of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. 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.

ON BEHALF OF THE BOARD:

Mr E Levy - Director

18 September 2025

Opinion

We have audited the financial statements of Aqwise UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss, Statement of Profit or Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Director's Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations, We designed procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:

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

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

- Reviewing financial statements disclosures and testing to supporting documentation to access compliance with applicable laws and regulation.

We identified the greatest risk of material impact on the financial statement from irregularities, including fraud, to involve the completeness and timing of income recognition, management bias through the override of controls by management and related party transactions and disclosures.

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- Investigated the rational behind significant or unusual transactions.

To address the risk of fraud in relation to revenue recognition, we:

- Performed detailed substantive testing to address the completeness and accuracy of sales;

- Assessed the appropriateness and application of the accounting policy concerning income recognition; and

- Assessed the appropriateness of the estimates used by management in determining the stage of completion.

To address the risk of fraud through related parties, we:

- Obtained and reviewed all disclosed links to the business by relevant individuals;

- Examined the possibility of non-disclosed links to the business and individuals; and

- Reviewed all disclosures with reference to IFRS's and Companies Act 2006.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Tara Aldwin ACA (Senior Statutory Auditor)

for and on behalf of FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

29 September 2025

CONTINUING OPERATIONS

Revenue

905,642

602,913

Cost of sales

(856,364

)

(951,485

)

GROSS PROFIT/(LOSS)

49,278

(348,572

)

Administrative expenses

(174,418

)

(493,172

)

OPERATING LOSS

(125,140

)

(841,744

)

Finance income

4

2,020

-

LOSS BEFORE INCOME TAX

5

(123,120

)

(841,744

)

Income tax

6

-

-

LOSS FOR THE YEAR

(123,120

)

(841,744

)

LOSS FOR THE YEAR

(123,120

)

(841,744

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(123,120

)

(841,744

)

ASSETS

CURRENT ASSETS

Trade and other receivables

7

313,694

111,560

Cash and cash equivalents

8

152

93

313,846

111,653

TOTAL ASSETS

313,846

111,653

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

9

100

100

Retained earnings

10

(1,917,809

)

(1,794,689

)

TOTAL EQUITY

(1,917,709

)

(1,794,589

)

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

11

2,231,555

1,906,242

TOTAL LIABILITIES

2,231,555

1,906,242

TOTAL EQUITY AND LIABILITIES

313,846

111,653

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

Mr E Levy - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

(952,945

)

(952,845

)

Changes in equity

Total comprehensive loss

-

(841,744

)

(841,744

)

Balance at 31 December 2023

100

(1,794,689

)

(1,794,589

)

Changes in equity

Total comprehensive loss

-

(123,120

)

(123,120

)

Balance at 31 December 2024

100

(1,917,809

)

(1,917,709

)

Cash flows from operating activities

Cash generated from operations

1

(1,961

)

(20,066

)

Net cash from operating activities

(1,961

)

(20,066

)

Cash flows from investing activities

Interest received

2,020

-

Net cash from investing activities

2,020

-

Increase/(decrease) in cash and cash equivalents

59

(20,066

)

Cash and cash equivalents at beginning of year

2

93

20,159

Cash and cash equivalents at end of year

2

152

93

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before income tax

(123,120

)

(841,744

)

Finance income

(2,020

)

-

(125,140

)

(841,744

)

(Increase)/decrease in trade and other receivables

(202,134

)

419,555

Increase in trade and other payables

325,313

402,123

Cash generated from operations

(1,961

)

(20,066

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

152

93

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

93

20,159

1.	STATUTORY INFORMATION

Aqwise 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 (£).

2.	ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards including standards and interpretations issued by the International Accounting Standards Board and in accordance with International accounting standards in conformity with the requirements of the Companies Act 2006. They have been prepared using the historical cost convention.

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. If in the future such estimates and assumptions which are based on management’s best judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances change. Where necessary, the comparatives have been reclassified or extended from the previously reported results to take into account presentational changes.

Going concern

The directors have considered the financial health of the company along with the support of the parent company and so with this in mind the directors believe that the company, at the date of signing, will continue as a going concern for at least 12 months.

The directors have prepared a cash flow forecasts for 12 months following the approval of the financial statements which indicate the Group will have sufficient funds through funding from its ultimate parent company.

Critical accounting judgements and key sources of estimation uncertainty

The following judgements (apart from those involving estimates) have been made in the process of applying the above accounting policies that have had the most significant effect on amounts recognised in the financial statements:

- Revenue recognition - further detail is included in the accounting policies below.

Revenue recognition

Revenue from providing services, where performance obligations are satisfied over time, is recognised in the accounting period in which the services are rendered as this represents the way that control passes to customers. In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule which has usually been set to be broadly aligned with the volume of work performed. If the services rendered exceed the payments, a contract asset (amounts recoverable on contract) is recognised. If the payments exceed the services rendered, a contract liability (deferred income) is recognised.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

Cash and cash equivalents

Cash and cash equivalents comprises cash on hand and time, call and current balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. This definition is also used for the statement of cash flows.

Financial assets

Financial assets are subsequently classified into the following specified categories:

· financial assets at fair value through profit or loss, including held for trading;

· fair value through other comprehensive income; or

· amortised cost.

The classification depends on the nature and purpose of the financial asset (ie. the company’s business model for managing the financial assets and the contractual terms of the cash flows) and is determined at the time of initial recognition.

Financial assets are classified as at fair value through other comprehensive income if they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. They are measured at amortised cost if they are held within a business mode whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets not held at amortised cost or fair value through other comprehensive income are held at fair value through profit or loss.

Financial liabilities

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements.

Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recognised at proceeds received net of issue costs.

Financial liabilities are classified as either financial liabilities at fair value through profit or loss (FVTPL) or financial liabilities at amortised cost, which are measured using the effective interest method. At present the company does not have any financial liabilities at FVTPL.

Fair values

Fair value is the amounts for which a financial asset, liability or instrument could be exchanged between knowledgeable and willing parties in an arm’s length transaction. It is determined by reference to quoted market prices adjusted for estimated transaction costs that would be incurred in an actual transaction, or by the use of established estimation techniques. The fair values at the end of the reporting period are approximately in line with their reported carrying values unless specifically mentioned in the notes to the financial statements.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument, or a shorter period, on the net carrying amount on initial recognition.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Changes in accounting policies

New and revised IFRS standards in issue but not yet effective

A number of new standards are effective for annual periods beginning after 1 January 2025 and earlier application is permitted, however, the company has not early adopted the new or amended standards in preparing these consolidated financial statements.

New standards and interpretations issued and effective from 1 January 2024

To the extent relevant, all IFRS standards and interpretations including amendments that were in issue and effective from 1 January 2024, have been adopted by the company from 1 January 2024. These standards and interpretations had no material impact for the company.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Directors' remuneration

-

-

4.	NET FINANCE INCOME

2024

2023

£

£

Finance income:

Interest on VAT repayments

2,020

-

5.	LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:

2024

2023

£

£

Auditors' remuneration

8,475

8,215

Auditors' remuneration for non audit work

4,380

4,503

Exchange rate variance

2,502

797

6.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

7.	TRADE AND OTHER RECEIVABLES

2024

2023

£

£

Current:

Trade debtors

6,928

84,811

Amounts recoverable on contract

286,876

-

VAT

11,525

26,749

Prepayments and accrued income

8,365

-

313,694

111,560

8.	CASH AND CASH EQUIVALENTS

2024

2023

£

£

Bank accounts

152

93

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

1

100

100

10.

RESERVES

Retained

earnings

£

At 1 January 2024

(1,794,689

)

Deficit for the year

(123,120

)

At 31 December 2024

(1,917,809

)

11.	TRADE AND OTHER PAYABLES

2024

2023

£

£

Current:

Trade creditors

66,146

172,016

Amounts owed to group undertakings

1,865,849

1,722,152

Accrued expenses

299,560

12,074

2,231,555

1,906,242

12.	RELATED PARTY DISCLOSURES

The following transactions were carried out with related parties:

As at and year ended 31 December 2024

Sales charged to related party

purchases from related party

Amount due from related party

Amount due to related party

£

£

£

Immediate parent company

116,050

1,838,253

Other related party

559,090

6,928

27,596

As at and period ended 31 December 2023

Sales charged to related party

Expenditure charged by related party

Amount due from related party

Amount due to related party

£

£

£

Immediate parent company

29,942

1,722,152

Other related party

7,340

16,213

7,246

28,866

The parent company has provided a loan to Aqwise UK Limited which is interest free and repayable on demand.

13.	ULTIMATE CONTROLLING PARTY

The company's immediate parent undertaking is Aqwise Wise Water Technologies Ltd, a company registered in Israel.

The company's ultimate parent company, and controlling party was Generation Capital Ltd, which is incorporated in Israel. Copies of its group accounts, which include the company, are available from SHD ABA EVEN 12, Herzliya, Israel.