Registration number: 14442057

Air Water Ventures Ltd

Contents

Company Information	1
Balance Sheet	2 to 3
Notes to the Unaudited Financial Statements	4 to 9

Air Water Ventures Ltd

Company Information

Directors

Mr Bert Miller Mr Andrea Mollica Mr Peter Carr Mr Matthew Hurn

Registered office

C/O Acuity Law 3 Assembly Square Britannia Quay Cardiff United Kingdom CF10 4PL

Air Water Ventures Ltd

(Registration number: 14442057)
Balance Sheet as at 31 December 2024

	Note	2024 £	(As restated) 2023 £
Fixed assets
Intangible assets	5	175,941	-
Current assets
Debtors	6	23,437,830	10,263,870
Cash at bank and in hand		31,414	157,446
		23,469,244	10,421,316
Creditors: Amounts falling due within one year	7	(2,385,310)	(2,045,130)
Net current assets		21,083,934	8,376,186
Total assets less current liabilities		21,259,875	8,376,186
Creditors: Amounts falling due after more than one year	7	(9,128,206)	(8,445,591)
Net assets/(liabilities)		12,131,669	(69,405)
Capital and reserves
Called up share capital	8	259	168
Share premium reserve		9,106,057	2,127,499
Treasury shares		(7,785,578)	-
Foreign currency translation reserve		227,280	1,688
Retained earnings		10,583,651	(2,198,760)
Shareholders' funds/(deficit)		12,131,669	(69,405)

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 accounts for the year in question in accordance with section 476; and
•	The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 30 December 2025 and signed on its behalf by:
 

Air Water Ventures Ltd

(Registration number: 14442057)
Balance Sheet as at 31 December 2024

......................................... Mr Peter Carr Director

Air Water Ventures Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
C/O Acuity Law
3 Assembly Square
Britannia Quay
Cardiff
CF10 4PL
United Kingdom

These financial statements were authorised for issue by the Board on 30 December 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The Company's presentational currency is the British Pound Sterling, rounded to whole British Pounds.

The Company's functional currency is the United States Dollar, which is the currency of the operations of the Company's subsidiaries and activities. The Company presents its financial statements in British Pounds Sterling to facilitate with meeting its statutory obligations in the UK, the country of the Company's incorporation. The income statement is translated into British pounds at the average rate for the year, whilst the balance sheet is translated using the year end rate. Equity items are translated into British pounds at their historic rate and are not subsequently re-translated.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Air Water Ventures Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Air Water Ventures Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

3	Prior period restatement

During the preparation of these financial statements, the Directors identified several reclassification adjustments in the accounts of the prior year. These adjustments affect administrative expenses, debtors from subsidiaries, share premium, creditors falling due within one year, creditors falling due after one year and foreign currency translation reserves. The balances in the prior year have been restated as disclosed below.

	As stated in previous year's financial statements £	Restatement £	As restated £
Trade and other receivables	9,626,209	637,661	10,263,870
Cash at bank	157,666	(220)	157,446
Trade and other payables	-	2,045,130	2,045,130
Loans and borrowings	8,184,762	260,829	8,445,591
Share premium	1,838,451	289,048	2,127,499
Administrative expenses	239,506	1,959,254	2,198,760
Foreign currency translation reserve	-	1,688	1,688
Retained earnings	(239,506)	(1,959,254)	(2,198,760)

 

4	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2023 - 0).

5	Intangible assets

	Other intangible assets  £	Total £
Cost or valuation
Additions acquired separately	190,438	190,438
At 31 December 2024	190,438	190,438
Amortisation
Amortisation charge	14,497	14,497
At 31 December 2024	14,497	14,497
Carrying amount
At 31 December 2024	175,941	175,941

Other intangible assets comprise trademarks.

Air Water Ventures Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

6

Debtors

Current	Note	2024 £	(As restated) 2023 £
Amounts owed by related parties	11	23,437,830	10,263,870
		23,437,830	10,263,870

7

Creditors

Creditors: amounts falling due within one year

	2024 £	(As restated) 2023 £
Due within one year
Trade creditors	2,385,310	2,045,130

Creditors: amounts falling due after more than one year

	Note	2024 £	(As restated) 2023 £
Due after one year
Loans and borrowings	10	9,128,206	8,445,591

8	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary shares of £0.01 each	20,895	209	16,753	168
Series A Ordinary shares of £0.01 (2023 - £0) each	4,999	50	-	-
	25,894	259	16,753	168

9

Reserves

The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:

Air Water Ventures Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

	Foreign currency translation £	Total £
Foreign currency translation gains/losses	225,592	225,592

The changes to each component of equity resulting from items of other comprehensive income for the prior period were as follows:

	Foreign currency translation £	Total £
Foreign currency translation gains/losses	1,688	1,688

10	Loans and borrowings

Non-current loans and borrowings

	2024 £	(As restated) 2023 £
Other borrowings	9,128,206	8,445,591

11	Related party transactions

Loans to related parties

2024	Subsidiary £	Total £
At start of period	10,263,632	10,263,632
Advanced	13,173,957	13,173,957
At end of period	23,437,589	23,437,589

2023	Subsidiary £	Total £
Advanced	10,263,632	10,263,632
At end of period	10,263,632	10,263,632

Terms of loans to related parties

Receivables from subsidiaries represent funding for working capital purposes provided to the Company's operating subsidiaries. These receivables are unsecured and have no fixed repayment date.
 

Air Water Ventures Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Loans from related parties

2024	Parent £	Total £
At start of period	8,445,591	8,445,591
Advanced	9,578,436	9,578,436
Repaid	(8,895,821)	(8,895,821)
At end of period	9,128,206	9,128,206

2023	Parent £	Total £
Advanced	8,445,591	8,445,591
At end of period	8,445,591	8,445,591

Terms of loans from related parties

TAU Capital Holding Ltd advanced a shareholder loan bearing no interest. This loan was subsequently converted into shares after the year-end. Other loans from related parties were advanced by shareholders and represent these investors' contribution to the Company. Subsequent to the year end, the Company signed an agreement with these shareholders and converted these loans to equity on 21 May 2025.
 

12	Parent and ultimate parent undertaking

The company's immediate parent is Air Water Ventures Holdings Ltd, incorporated in the Cayman Islands.

 The ultimate parent is TAU Capital Holding Ltd, incorporated in the United Arab Emirates.

 

13	Non adjusting events after the financial period

On 21 May 2025, shareholder loans in the amount of £9,128,205.53 were converted to ordinary equity shares. This amount was recorded as an increase in the share capital and share premium accounts and as a corresponding reduction to loans payable after one year. The transaction is a non-adjusting event and is consequently not reflected in the financial statements for 2024.