ACCOUNTS - Final Accounts preparation

Registered number: 12418760

Osmose Europe Limited

Financial statements

Information for filing with the registrar

For the year ended 31 December 2024

Osmose Europe Limited

Registered number: 12418760

Balance sheet

As at 31 December 2024

		2024		2023
Note		$		$

Fixed assets
Investments	4		20,009,490		-
			20,009,490		-
Current assets
Stocks		858		858
Debtors: amounts falling due within one year	5	112,176		215,892
Cash at bank and in hand	6	126,170		264,530
		239,204		481,280
Creditors: amounts falling due within one year	7	(1,330,560)		(629,176)
Net current liabilities			(1,091,356)		(147,896)
Total assets less current liabilities			18,918,134		(147,896)
Creditors: amounts falling due after more than one year	8		(19,893,039)		-

Net liabilities			(974,905)		(147,896)

Capital and reserves
Called up share capital	1	1
Profit and loss account	(974,906)	(147,897)
	(974,905)	(147,896)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Miss H M Tank

Director

The notes on pages 2 to 7 form part of these financial statements.

Page 1

Osmose Europe Limited

Notes to the financial statements

For the year ended 31 December 2024

1.	General information

Osmose Europe Limited (''the company'') is a private company limited by shares and is incorporated
in England with the registration number 12418760.
The address of the registered office is 2nd Floor, 168 Shoreditch High Street, London, E1 6RA.
The financial statements have been presented in Dollars ($).
The company's principal activities for the year were voltage scanning services.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

At the balance sheet date, the company had net liabilities of $974,905 after reporting a loss for the year of $827,009. The company meets its day to day working capital requirements through its bank facilities and the ongoing support of its immediate parent company and the wider Osmose Group. On this basis, the director considers it appropriate to prepare the financial statements on the going concern basis.

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Dollars ($).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 2

Osmose Europe Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 3

Osmose Europe Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.12

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying

Page 4

Osmose Europe Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.12

Financial instruments (continued)

amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 5

Osmose Europe Limited

Notes to the financial statements

For the year ended 31 December 2024

Employees

The average monthly number of employees, including directors, during the year was 2 (2023 - 2).

4.	Fixed asset investments

		Investments in subsidiary companies
		$
	Cost or valuation
	Additions	20,009,490
	At 31 December 2024	20,009,490

Subsidiary undertaking
The following was a subsidiary undertaking of the company:
Name	Registered office	Class of shares	Holding

Associated Utility Supplies Limited

Riverside House, Colliers Way, Clayton West, Hudderfield, West Yorkshire, United Kingdom HD8 9TR

Ordinary £1 and Founder Ordinary £1

100%

	The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves £	Profit/(Loss) £

Associated Utility Supplies Limited

5,460,546

2,523,947

Debtors

					2024	2023
					$	$


Amounts owed by group undertakings	103,297	213,886
Other debtors	8,879	2,006
	112,176	215,892

Page 6

Osmose Europe Limited

Notes to the financial statements

For the year ended 31 December 2024

6.	Cash and cash equivalents
		2024	2023
		$	$

	Cash at bank and in hand	126,170	264,530

7.	Creditors: Amounts falling due within one year
		2024	2023
		$	$

Trade creditors	469	2,473
Amounts owed to group undertakings	960,221	602,833
Other taxation and social security	350,612	4,302
Accruals and deferred income	19,258	19,568
	1,330,560	629,176

8.	Creditors: Amounts falling due after more than one year
		2024	2023
		$	$

	Amounts owed to group undertakings	19,893,039	-

9.	Controlling party

The company's immediate parent company is Osmose Utilities Services, Inc, which is registered in the USA.
The ultimate parent undertaking is PINE Topco Partnership LP, which is registered in the USA.

10.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 30 September 2025 by Jonathan Timms BSc FCCA (senior statutory auditor) on behalf of Kreston Reeves LLP.

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