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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Kelsius Limited is a private company limited by shares incorporated in Northern Ireland. The registered office is The Innovation Centre, Northern Ireland Science Park, Queens Island, Belfast, BT3 9DT.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

On April 8th 2025, the Kelsius Group was restructured to simplify the shareholding structure. true

The Kelsius group included a UK holding company, Kelsius Limited, and it's ROI trading company, Cora Tine Teoranta. Some shareholders held their interest in the group via Kelsius Limited while other shareholders held their interest in the group via Cora Tine Teoranta. In addition, the share capital of the group was split into various share classes with different rights attached to the different share classes.

The restructuring involved inserting a new Irish holding company (Kelsius Investment Holdings Limited), removing the UK holding company and simplifying the intricate shareholding structure. This has resulted in all shareholders holding their interest in the group via Kelsius Investment Holdings Limited. All shareholders hold their shares at the same level in the group (ordinary shares). Therefore, the company's shareholding in Cora Tine Teoranta was transferred in full to the new holding company and the directors intend to commence the orderly wind up of the company's affairs. On this basis the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern.

The directors consider the book values of assets and liabilities at the reporting date to be a fair representation of recoverable amounts and obligations, therefore no adjustments have been made to the accounts as a result of adopting this approach.

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.

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.

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, 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.

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, 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.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

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.

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

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.

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

The investment relates to the company's holding of ordinary share capital in Cora Tine Teoranta. The investment is carried at cost and is reviewed for impairment on an annual basis.

Whilst the company controls 89.23% of the ordinary share capital of Cora Tine Teoranta it is only entitled to 76.86% of the company in the event of a return of capital.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

The company has a contingent liability of £400,000 (2023: £400,000) payable to the investors in the event of a breach of certain warranties, specified in the investment completion documents dated 11 July 2008.

The company has provided a guarantee as security for total exposure in respect of bank facilities of its subsidiary company, Cora Tine Teoranta.

On April 8th 2025, the Kelsius Group was restructured to simplify the shareholding structure.

The Kelsius group included a UK holding company, Kelsius Limited, and it's ROI trading company, Cora Tine Teoranta. Some shareholders held their interest in the group via Kelsius Limited while other shareholders held their interest in the group via Cora Tine Teoranta. In addition, the share capital of the group was split into various share classes with different rights attached to the different share classes.

The restructuring involved inserting a new Irish holding company (Kelsius Investment Holdings Limited), removing the UK holding company and simplifying the intricate shareholding structure. This has resulted in all shareholders holding their interest in the group via Kelsius Investment Holdings Limited. All shareholders hold their shares at the same level in the group (ordinary shares). Cora Tine Teoranta is now a 100% subsidiary of Kelsius Investment Holdings Limited.

The simplified structure will put the group and shareholders in a better position for a future exit and will provide for an easily understood structure for any incoming investors. In addition, the new structure will minimise the administrative burden of the group of operating in two jurisdictions from a legal, accounting and compliance perspective as both the holding company and trading company are both Irish tax resident.

The impact on the balance sheet of Kelsius Limited is that

(a) The intercompany balances between Cora Tine Teoranta and Kelsius Limited (loan of £4,860,298 at 31 December 2024) have been cleared, and

(b) The shareholder loans and accrued interest charges (£2,240,089 at 31 December 2024) have been capitalised.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Guarantees given to/received from related parties

The company has provided unlimited intercompany cross guarantees as security for total exposure in respect of bank borrowings of its subsidiary company, Cora Tine Teoranta.

The company has received corresponding unlimited intercompany cross guarantees as security for total exposure in respect of its bank borrowings from its subsidiary company, Cora Tine Teoranta.