Company No: SC505074 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Intangible assets	4	2,596		9,621
Tangible assets	5	42,211		45,935
		44,807		55,556
Current assets
Stocks		573,257		564,883
Debtors	6	991,012		725,154
Cash at bank and in hand		222,061		1,017,311
		1,786,330		2,307,348
Creditors: amounts falling due within one year	7	( 1,277,602)		( 1,135,718)
Net current assets		508,728		1,171,630
Total assets less current liabilities		553,535		1,227,186
Creditors: amounts falling due after more than one year	8	( 5,779)		( 16,354)
Net assets		547,756		1,210,832
Capital and reserves
Called-up share capital	9	9,985		9,194
Share premium account		6,876,270		6,091,244
Other reserves		0		51,834
Profit and loss account		( 6,338,499 )		( 4,941,440 )
Total shareholders' funds		547,756		1,210,832

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of ACTIPH Water Limited (registered number: SC505074) were approved and authorised for issue by the Board of Directors on 30 September 2025. They were signed on its behalf by:

N W Ross Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

ACTIPH Water Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is 107 George Street, Edinburgh, EH2 3ES, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the the Company has made a loss for the year which is in accordance with the company's plan to invest in the company's product and wider infrastructure to create scalable future growth. The company experienced increasing levels of turnover in the financial year and expect increased revenue growth in the next financial year.

The company’s forecasts and projections, taking into account reasonably possible changes in trading performance, indicate that it will be able to operate within its available cash resources. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for water goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amounts charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits are the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black Scholes model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

3 - 10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Plant and machinery etc.

2 - 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price.

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.

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
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. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. 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 the equity reserve within equity and is not subsequently remeasured.

Convertible loans that do not contain an equity element are initially recorded at fair value, which is normally the transaction price. Such liabilities are subsequently carried at fair value and the changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

2. Employees

	Year ended 31.12.2024		Period from 01.08.2023 to 31.12.2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including unpaid directors	22		21

3. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for certain employees. Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting date occurs on an Exit event subject to option holders still being employed by the company at that date. Options will expire if they are not exercised within a period of 10 years from the grant date.

Details of the share options outstanding during the financial year are as follows:

	31.12.2024			31.12.2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	51,700	1.56		51,700	1.56
Outstanding at the end of the period	51,700	1.56		51,700	1.56
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated by the directors using the Black Scholes model. This was deemed appropriate as there are no market performance related vesting conditions.

No adjustment has been made to the profit and loss account due to the amounts being immaterial.

4. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2024	35,248		35,248
At 31 December 2024	35,248		35,248
Accumulated amortisation
At 01 January 2024	25,627		25,627
Charge for the financial year	7,025		7,025
At 31 December 2024	32,652		32,652
Net book value
At 31 December 2024	2,596		2,596
At 31 December 2023	9,621		9,621

5. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2024	262,428		262,428
Additions	16,006		16,006
Disposals	( 41,456)		( 41,456)
At 31 December 2024	236,978		236,978
Accumulated depreciation
At 01 January 2024	216,493		216,493
Charge for the financial year	19,730		19,730
Disposals	( 41,456)		( 41,456)
At 31 December 2024	194,767		194,767
Net book value
At 31 December 2024	42,211		42,211
At 31 December 2023	45,935		45,935

6. Debtors

	31.12.2024		31.12.2023
	£		£
Trade debtors	641,208		466,960
Prepayments and accrued income	186,818		149,114
Other debtors	162,986		109,080
	991,012		725,154

7. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Bank loans and overdrafts	213,890		10,000
Trade creditors	453,516		623,569
Convertible loan notes	350,000		198,166
Accruals	190,957		184,112
Other taxation and social security	59,527		34,517
Obligations under finance leases and hire purchase contracts	575		2,493
Other creditors	9,137		82,861
	1,277,602		1,135,718

Convertible Loans were issued on several dates beginning 06 September 2019. These have rights on conversion up to 2024 with an interest rate of 2%. Interest is recognised annually in the profit and loss account. These original loans were converted in this year.

New Convertible Loans were issued on several dates beginning 02 September 2024. These have rights on conversion with an interest rate of 12%. Interest is recognised annually in the profit and loss account.

In relation to the RBS Invoice Financing, the company has granted a floating charge over all the property and undertakings of the company.

The hire purchase obligation is secured over the asset to which it relates.

8. Creditors: amounts falling due after more than one year

	31.12.2024		31.12.2023
	£		£
Bank loans	5,779		15,779
Obligations under finance leases and hire purchase contracts	0		575
	5,779		16,354

9. Called-up share capital

	31.12.2024		31.12.2023
	£		£
Allotted, called-up and fully-paid
998,536 Ordinary shares of £ 0.01 each (31.12.2023: 919,420 shares of £ 0.01 each)	9,985		9,194

In the financial period to 31 December 2024, 79,116 Ordinary shares were allotted with an aggregate nominal value of £791.16 and consideration of £785,821.46 was received.