REGISTERED NUMBER: 15228319

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 23 OCTOBER 2023 TO 31 DECEMBER 2024

FOR

PHILOI LTD

Page

Statement of Financial Position

1

Notes to the Financial Statements

2

FIXED ASSETS

Intangible assets

4

1,138,377

Tangible assets

5

2,482,127

3,620,504

CURRENT ASSETS

Debtors

6

21,904

CREDITORS

Amounts falling due within one year

7

(4,242,544

)

NET CURRENT LIABILITIES

(4,220,640

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(600,136

)

CAPITAL AND RESERVES

Called up share capital

8

1

Retained earnings

(600,137

)

SHAREHOLDERS' FUNDS

(600,136

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the director and authorised for issue on 17 October 2025 and were signed by:

T Paule - Director

1.	GENERAL INFORMATION

The company is a private limited company (limited by shares), which is incorporated and domiciled in England and Wales. The address of the registered office is 2nd Floor, 55 Ludgate Hill, London, EC4M 7JW.

The company was incorporated on 23 October 2023. These financial statements cover the period from incorporation to 31 December 2024.

The principal activity of the company is the development and operation of water purification technology to produce and distribute potable drinking water.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The following principal accounting policies have been applied:

Going concern

The director considers the going concern basis to be appropriate having paid due regard to the company's

projected results during the twelve months from the date the financial statements are approved and anticipated cash flows, availability of bank facilities and mitigating actions that can be taken during this period.

Having regard to the above, the director believes it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

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;

- if 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.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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 currency translation

Functional and presentational currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency translations 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.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

The intangible asset recognised is currently under development. Amortisation will be charged on this once the development is completed and the asset is ready for use.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less any accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The tangible assets recognised are currently under development. Depreciation will be charged on this once the development is completed and the assets are ready for use.

Creditors

Short term creditors are measured at the transaction price.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

Cost

Additions

1,138,377

At 31 December 2024

1,138,377

Net book value

At 31 December 2024

1,138,377

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

Cost

Additions

18,321

2,463,806

2,482,127

At 31 December 2024

18,321

2,463,806

2,482,127

Net book value

At 31 December 2024

18,321

2,463,806

2,482,127

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade debtors

1,723

Other debtors

19,181

Prepayments

1,000

21,904

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

18,812

Amounts owed to group undertakings

3,811,288

Deferred income

405,444

Accruals

7,000

4,242,544

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

100

Ordinary

0.01 USD

1

At the time of incorporation, the USD denominated shares were £0.82. The figure shown above has been rounded to the nearest pound.

9.	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', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the period, the company received services from an entity under the common control of the director. The cost of the services amounted to £684,943. The invoices were settled a by a company within the group. No balance was oustanding to the company providing the services at the reporting date.

10.	POST BALANCE SHEET EVENTS

Subsequent to the year end there was a group reorganisation. As a result the company's immediate parent undertaking became Philo Holding Company Limited, a company registered in the UAE.

11.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is T Paule.