IRIS Accounts Production v26.1.10.61 04562635 Board of Directors 30.9.25 1.10.24 30.9.25 30.9.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. holding of intellectual property and its investment in its subsidiary Oase (UK) Limited. The subsidiary company's principal activity is the supply of domestic and commercial water pump and filtration products and the manufacture and supply of aquariums and terrariums. true true true false true true false false false false true false iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 04562635 2024-09-30 04562635 2025-09-30 04562635 2024-10-01 2025-09-30 04562635 2023-09-30 04562635 2023-10-01 2024-09-30 04562635 2024-09-30 04562635 ns15:EnglandWales 2024-10-01 2025-09-30 04562635 ns14:PoundSterling 2024-10-01 2025-09-30 04562635 ns10:Director1 2024-10-01 2025-09-30 04562635 ns10:Consolidated 2025-09-30 04562635 ns10:ConsolidatedGroupCompanyAccounts 2024-10-01 2025-09-30 04562635 ns10:PrivateLimitedCompanyLtd 2024-10-01 2025-09-30 04562635 ns10:Consolidated ns10:MediumEntities 2024-10-01 2025-09-30 04562635 ns10:Consolidated ns10:Audited 2024-10-01 2025-09-30 04562635 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-10-01 2025-09-30 04562635 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-10-01 2025-09-30 04562635 ns10:Consolidated 2024-10-01 2025-09-30 04562635 ns10:Consolidated ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-10-01 2025-09-30 04562635 ns10:Medium-sizedCompaniesRegimeForAccounts ns10:Consolidated 2024-10-01 2025-09-30 04562635 ns10:FullAccounts 2024-10-01 2025-09-30 04562635 ns5:Subsidiary1 2024-10-01 2025-09-30 04562635 1 2024-10-01 2025-09-30 04562635 ns10:Director2 2024-10-01 2025-09-30 04562635 ns10:CompanySecretary1 2024-10-01 2025-09-30 04562635 ns10:RegisteredOffice 2024-10-01 2025-09-30 04562635 ns10:Consolidated 2023-10-01 2024-09-30 04562635 ns5:CurrentFinancialInstruments 2025-09-30 04562635 ns5:CurrentFinancialInstruments 2024-09-30 04562635 ns5:Non-currentFinancialInstruments 2025-09-30 04562635 ns5:Non-currentFinancialInstruments 2024-09-30 04562635 ns5:ShareCapital 2025-09-30 04562635 ns5:ShareCapital 2024-09-30 04562635 ns5:RetainedEarningsAccumulatedLosses 2025-09-30 04562635 ns5:RetainedEarningsAccumulatedLosses 2024-09-30 04562635 ns5:ShareCapital 2023-09-30 04562635 ns5:RetainedEarningsAccumulatedLosses 2023-09-30 04562635 ns5:RetainedEarningsAccumulatedLosses 2023-10-01 2024-09-30 04562635 ns5:RetainedEarningsAccumulatedLosses 2024-10-01 2025-09-30 04562635 ns5:NetGoodwill 2024-10-01 2025-09-30 04562635 ns5:IntangibleAssetsOtherThanGoodwill 2024-10-01 2025-09-30 04562635 ns5:LeaseholdImprovements 2024-10-01 2025-09-30 04562635 ns5:PlantMachinery 2024-10-01 2025-09-30 04562635 ns5:FurnitureFittings 2024-10-01 2025-09-30 04562635 ns5:ComputerEquipment 2024-10-01 2025-09-30 04562635 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-09-30 04562635 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-10-01 2025-09-30 04562635 ns5:PatentsTrademarksLicencesConcessionsSimilar 2025-09-30 04562635 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-09-30 04562635 ns5:CostValuation 2024-09-30 04562635 1 ns5:Subsidiary1 2024-10-01 2025-09-30 04562635 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-09-30 04562635 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-09-30 04562635 ns5:Non-currentFinancialInstruments ns5:BetweenOneTwoYears 2024-09-30 04562635 ns5:RetainedEarningsAccumulatedLosses 2024-09-30

REGISTERED NUMBER: 04562635 (England and Wales)

| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 30TH SEPTEMBER 2025 |

| FOR |

| OASE HOLDING U.K. LIMITED |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 5 |

Consolidated Statement of Comprehensive Income | 9 |

Consolidated Balance Sheet | 10 |

Company Balance Sheet | 11 |

Consolidated Statement of Changes in Equity | 12 |

Company Statement of Changes in Equity | 13 |

Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Cash Flow Statement | 15 |

Notes to the Consolidated Financial Statements | 16 |

OASE HOLDING U.K. LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

| DIRECTORS: | Mr C J Wright

| Mr M J Koch

| SECRETARY: | Mr C J Wright

| REGISTERED OFFICE: | Fleming Court

| Leigh Road

| Eastleigh

| Southampton

| Hampshire

| SO50 9PD

| REGISTERED NUMBER: | 04562635 (England and Wales)

| AUDITORS: | Shaw Gibbs (Audit) Limited

| Statutory Auditor

| Fleming Court

| Leigh Road

| Eastleigh

| Southampton

| Hampshire

| SO50 9PD

| BANKERS: | Commerzbank AG

| 30 Gresham Street

| London

| EC2P 2XY

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

The directors present their strategic report of the company and the group for the year ended 30th September 2025.

REVIEW OF BUSINESS

Oase Holding U.K. Limited as a parent company operates as a holding company and holds 100% of the issued share capital of Oase (UK) Limited. In addition to this primary function the company also holds intellectual property which is utilised by the OASE Living Water group and for this it receives royalty income.

The company also holds debt funding for the UK group. As a result, the principal expense of the parent company continues to be in relation to loan interest. These loans are largely denominated in Euros.

The subsidiary company Oase (UK) Limited continues to be a market leader in water garden supplies, providing innovative products for domestic use as well as providing water pump products for domestic and commercial purposes. Our indoor aquatics biOrb brand provides exciting and cutting edge aquarium designs and accessories that transform both domestic and office spaces.

As a group we continue to strive for excellence in our products and their features, continually looking to develop the design, functionality, technology and diversity of our product range to stay ahead of the competition.

Post Covid-19 like many other businesses we have faced challenges in terms of decreasing demand and rising costs. Over the last 3 years the management team has streamlined Oase (UK) Limited to reduce costs and reduced its headcount significantly. As a result of these measures the company is in much better shape and is generating a healthy EBITDA. During 2025 the market for garden products was helped by good in season weather and more confidence from the end user to spend money thanks to lower inflation. The company was and remains in a good position to take advantage of this.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's trading results are dependent on a number of factors including consumer confidence, the weather, interest rates, inflation and foreign exchange risk.

The major challenge for our business during the last few years had been in relation to demand in the market for its products. This slowdown in demand had been due to weather, inflationary pressure on consumer spending and the previous temporary increases in demand due to Covid-19. Raw material costs have now stabilised and freight costs have reduced but other pressures remain in terms of currency, energy and personnel costs driven by cost of living increases.

The majority of the group's purchases are made in Sterling thus limiting the exposure to foreign exchange rate movements. Some suppliers invoice in Euros and US dollars and certain overseas customers are invoiced in foreign currencies. This helps to mitigate our susceptibility to foreign exchange risk.

The UK group also has further susceptibility to foreign exchange risk as a result of Euro denominated loans. Where the international group is exposed to foreign exchange risk, this is mitigated through their general funding structure.

Since the year end, the Oase Group has successfully completed a refinancing of its loan facilities, extending the repayment dates on the loans. This provides a strengthened funding platform for the group, supporting the directors' assessment that the going concern basis remains appropriate. The factors associated with our going concern assessment are documented in Note 3 to the financial statements.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

ANALYSIS USING KEY PERFORMANCE INDICATORS

Despite recent cost of living increases, UK group turnover remained reasonably stable for the year with only a marginal reduction by £272,115 from £15,597,286 to £15,325,171 which equates to a 1.74% decrease (2024: 4.07% increase). This relates to sales to other group companies; primarily in the USA where business levels reduced due to the Trump tariffs and a big reduction in consumer confidence. The UK Domestic business had a strong performance.

Despite this reduction in turnover the UK group has been able to increase the Gross profit for the year by £120,637 from £4,920,552 to £5,041,189. This equated to an increase in the gross profit margin from 31.5% to 32.9%.

As a result of insourcing of our logistics function and general reduction in freight costs our freight and distribution expenses reduced by £245,096 from £1,212,164 to £967,068.

Administrative expenses for the year report an increase from £3,687,953 to £4,916,315 which is an increase of £1,228,362. However, a large element of this was a result of foreign exchange losses of £1,033,259. In the prior year there were foreign exchange gains (reported in other operating income) of £934,784. The residual increase in administrative expenses of £195,103 equates to an increase of 5.3% on the prior year.

The UK group reports a loss before tax of £1,173,257 compared to a profit in the prior year of £253,930. However as noted above the results have been significantly affected by foreign exchange movements.

EBITDA for the year was £262,297 compared to £1,887,849 in the previous year. Excluding foreign exchange gains and losses would have resulted in an increase in adjusted EBITDA of £342,491 from £953,065 to £1,295,556.

Overall, the results reflect a moving marketplace and the effects of our strategic operating changes that have been implemented to secure improvements in operating efficiencies that the company aims to benefit from in the future.

RESEARCH AND DEVELOPMENT ACTIVITIES

As a result of a strategic aim of the group to centralise research and development activities, these are now undertaken by other entities within the group.

FUTURE DEVELOPMENTS

The directors aim to maintain the existing management policies to ensure that management are well positioned to continue to develop the business.

ON BEHALF OF THE BOARD:

Mr C J Wright - Director

28th May 2026

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

The directors present their report with the financial statements of the company and the group for the year ended 30th September 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30th September 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st October 2024 to the date of this report.

Mr C J Wright

Mr M J Koch

DISCLOSURE IN THE STRATEGIC REPORT

Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the Report of the Directors are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr C J Wright - Director

28th May 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

OASE HOLDING U.K. LIMITED

Opinion

We have audited the financial statements of Oase Holding U.K. Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th September 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 30th September 2025 and of the group's loss for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

We draw attention to note 3 in the financial statements, which sets out the potential uncertainties linked to the Oase Group's funding facilities. These facilities have been renewed since the year end, however some ongoing uncertainties remain in relation to the ability of the group to achieve the associated covenants on the loan over its full term. As stated in note 3, these conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

OASE HOLDING U.K. LIMITED

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

OASE HOLDING U.K. LIMITED

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the company based upon our knowledge of the company, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006, the reporting requirements of Financial Reporting Standard 102 and Health and Safety regulations.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, reviewing records for reportable breaches of health and safety regulations, enquiry into policies and procedures to ensure compliance with health and safety regulations and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

As group auditors we are required, where applicable, to communicate with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement of the group financial statements. The engagement partner considers that the engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

OASE HOLDING U.K. LIMITED

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Neil Raynsford (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

28th May 2026

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

TURNOVER | 4 | 15,325,171 |  | 15,597,286 |  |

Cost of sales | 10,283,982 |  | 10,676,734 |  |

GROSS PROFIT | 5,041,189 |  | 4,920,552 |  |

Distribution costs | 967,068 |  | 1,212,164 |  |

Administrative expenses | 4,916,315 |  | 3,687,953 |  |

|  |  | 5,883,383 |  |  |  |  | 4,900,117 |  |

(842,194 | ) | 20,435 |  |

Other operating income | 923,893 |  | 1,714,239 |  |

OPERATING PROFIT | 6 | 81,699 |  | 1,734,674 |  |

Interest receivable and similar income | 7 | 137 |  | 778 |  |

81,836 |  | 1,735,452 |  |

Interest payable and similar expenses | 8 | 1,255,093 |  | 1,481,522 |  |

(LOSS)/PROFIT BEFORE TAXATION | (1,173,257 | ) | 253,930 |  |

Tax on (loss)/profit | 9 | (35,533 | ) | 233,502 |  |

(LOSS)/PROFIT FOR THE FINANCIAL YEAR | (1,137,724 | ) | 20,428 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (1,137,724 | ) | 20,428 |  |

(Loss)/profit attributable to:

Owners of the parent | (1,137,724 | ) | 20,428 |  |

Total comprehensive income attributable to:

Owners of the parent | (1,137,724 | ) | 20,428 |  |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

CONSOLIDATED BALANCE SHEET

30TH SEPTEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 188,085 |  | 334,584 |  |

Tangible assets | 12 | 91,230 |  | 91,603 |  |

Investments | 13 | - |  | - |  |

279,315 |  | 426,187 |  |

CURRENT ASSETS

Stocks | 14 | 2,207,806 |  | 2,735,099 |  |

Debtors | 15 | 3,251,059 |  | 3,002,855 |  |

Cash at bank and in hand | 547,117 |  | 699,317 |  |

6,005,982 |  | 6,437,271 |  |

CREDITORS

Amounts falling due within one year | 16 | 27,708,533 |  | 17,742,000 |  |

NET CURRENT LIABILITIES | (21,702,551 | ) | (11,304,729 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (21,423,236 | ) | (10,878,542 | ) |

CREDITORS

Amounts falling due after more than one year | 17 | (2,175,000 | ) | (11,561,060 | ) |

PROVISIONS FOR LIABILITIES | 21 | (178,024 | ) | (198,934 | ) |

NET LIABILITIES | (23,776,260 | ) | (22,638,536 | ) |

CAPITAL AND RESERVES

Called up share capital | 22 | 8,394,701 |  | 8,394,701 |  |

Retained earnings | 23 | (32,170,961 | ) | (31,033,237 | ) |

SHAREHOLDERS' FUNDS | (23,776,260 | ) | (22,638,536 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 28th May 2026 and were signed on its behalf by:

Mr C J Wright - Director

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

COMPANY BALANCE SHEET

30TH SEPTEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 35,782 |  | 69,162 |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 13,287,899 |  | 13,287,899 |  |

13,323,681 |  | 13,357,061 |  |

CURRENT ASSETS

Debtors | 15 | 1,059 |  | 1,059 |  |

Cash at bank | 1,928 |  | 574 |  |

2,987 |  | 1,633 |  |

CREDITORS

Amounts falling due within one year | 16 | 34,657,607 |  | 23,602,765 |  |

NET CURRENT LIABILITIES | (34,654,620 | ) | (23,601,132 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (21,330,939 | ) | (10,244,071 | ) |

CREDITORS

Amounts falling due after more than one year | 17 | - |  | 9,386,060 |  |

NET LIABILITIES | (21,330,939 | ) | (19,630,131 | ) |

CAPITAL AND RESERVES

Called up share capital | 22 | 8,394,701 |  | 8,394,701 |  |

Retained earnings | 23 | (29,725,640 | ) | (28,024,832 | ) |

SHAREHOLDERS' FUNDS | (21,330,939 | ) | (19,630,131 | ) |

Company's loss for the financial year | (1,700,808 | ) | (628,022 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 28th May 2026 and were signed on its behalf by:

Mr C J Wright - Director

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1st October 2023 | 8,394,701 |  | (31,053,665 | ) | (22,658,964 | ) |

Changes in equity

Total comprehensive income | - |  | 20,428 |  | 20,428 |  |

Balance at 30th September 2024 | 8,394,701 |  | (31,033,237 | ) | (22,638,536 | ) |

Changes in equity

Total comprehensive income | - |  | (1,137,724 | ) | (1,137,724 | ) |

Balance at 30th September 2025 | 8,394,701 |  | (32,170,961 | ) | (23,776,260 | ) |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1st October 2023 | 8,394,701 |  | (27,396,810 | ) | (19,002,109 | ) |

Changes in equity

Total comprehensive income | - |  | (628,022 | ) | (628,022 | ) |

Balance at 30th September 2024 | 8,394,701 |  | (28,024,832 | ) | (19,630,131 | ) |

Changes in equity

Total comprehensive income | - |  | (1,700,808 | ) | (1,700,808 | ) |

Balance at 30th September 2025 | 8,394,701 |  | (29,725,640 | ) | (21,330,939 | ) |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 894,478 |  | 1,488,634 |  |

Interest paid | (1,013,089 | ) | (1,244,924 | ) |

Tax paid | - |  | 33,006 |  |

Net cash from operating activities | (118,611 | ) | 276,716 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | - |  | (5,339 | ) |

Purchase of tangible fixed assets | (33,726 | ) | (9,502 | ) |

Interest received | 137 |  | 778 |  |

Net cash from investing activities | (33,589 | ) | (14,063 | ) |

(Decrease)/increase in cash and cash equivalents | (152,200 | ) | 262,653 |  |

Cash and cash equivalents at beginning of year | 2 | 699,317 |  | 436,664 |  |

Cash and cash equivalents at end of year | 2 | 547,117 |  | 699,317 |  |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before taxation | (1,173,257 | ) | 253,930 |  |

| Depreciation charges | 131,192 |  | 153,175 |  |

| Foreign exchange on loans | 762,590 |  | (623,850 | ) |

| Impairments | 49,406 |  | - |  |

| Finance costs | 1,255,093 |  | 1,481,522 |  |

| Finance income | (137 | ) | (778 | ) |

1,024,887 |  | 1,263,999 |  |

| Decrease in stocks | 527,293 |  | 620,811 |  |

| Increase in trade and other debtors | (248,203 | ) | (335,667 | ) |

| Decrease in trade and other creditors | (409,499 | ) | (60,509 | ) |

| Cash generated from operations | 894,478 |  | 1,488,634 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 30th September 2025

| 30.9.25 |  | 1.10.24

£ | £ |

| Cash and cash equivalents | 547,117 |  | 699,317 |  |

| Year ended 30th September 2024

| 30.9.24 |  | 1.10.23

£ | £ |

| Cash and cash equivalents | 699,317 |  | 436,664 |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| Other |

| non-cash |

| At 1.10.24 | Cash flow | changes | At 30.9.25

£ | £ | £ | £ |

| Net cash |

| Cash at bank

| and in hand | 699,317 |  | (152,200 | ) | 547,117 |  |

699,317 |  | (152,200 | ) | 547,117 |  |

| Debt

| Debts falling due

| within 1 year | - |  | - |  | (9,846,366 | ) | (9,846,366 | ) |

| Debts falling due

| after 1 year | (9,386,060 | ) | - |  | 9,386,060 |  | - |  |

(9,386,060 | ) | - |  | (460,306 | ) | (9,846,366 | ) |

| Total | (8,686,743 | ) | (152,200 | ) | (460,306 | ) | (9,299,249 | ) |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

1. | STATUTORY INFORMATION

| Oase Holding U.K. Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

| The company and its subsidiary's principal places of business are Abbey Farm Business Park, Horsham St Faith, Norwich, Norfolk, NR10 3JU and The Old Cart Shed, Apsley Barns, Picket Piece, Andover, Hampshire, SP11 6NA.

| The company's principal activity is the holding of intellectual property and its investment in its subsidiary Oase (UK) Limited. The subsidiary company's principal activity is the supply of domestic and commercial water pump and filtration products and the manufacture and supply of aquariums and terrariums.

2. | STATEMENT OF COMPLIANCE

| 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" and the Companies Act 2006.

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention in accordance with the accounting policies as set out below.

| Material uncertainties relating to going concern

| The UK group continues to be reliant on the wider global group for its general funding requirements and continues to be a guarantor on the group loan facilities.

| The Oase Group successfully completed a refinancing of its loan facilities in March 2026, which now provides for repayment in late 2028, with renegotiated covenants to the benefit of the group.

| Based on the current planning for 2026, no covenant breaches are expected in the next 24 months. However, as the risk of a future covenant breach cannot be excluded, should the group be unable to meet the associated covenants then there is the potential the financing banks could demand repayment of the loans granted.

| In this exceptional situation the group would look for alternative financing but if it were unable to secure this, then the Oase Group might not be able to meet its obligations on time in the ordinary course of business. Accordingly, while these matters remain only potential risks, this does present a material uncertainty in relation to going concern.

| The successful refinancing completed in March 2026, together with the measures already in place and the continuing profitability of Oase (UK) Limited, provides a strong foundation for the company and the group's longer-term financial stability. The directors therefore consider it appropriate to prepare the financial statements on the going concern basis.

| Basis of consolidation

| The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertaking drawn up to 30th September 2025.

| A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

| The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

| The acquisition method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination.

| Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiary, which are related parties, are eliminated in full.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities. The estimates and the underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

| Included within provisions for liabilities at the balance sheet date is £166,773 as a dilapidations provision in relation to premises that the group occupies. This provision is based on the directors estimate as to the expected costs that may be expected to be incurred and has been calculated given the detailed knowledge and understanding of the premises and historic experience in relation to dilapidations.

| As the group supplies electrical goods to consumers, a key assumption in the valuation of stocks is that no unexpected fundamental regulatory changes will arise in the near future that might materially impact on the ability of these assets to realise a greater value than their carrying value in the financial statements. Stocks at the balance sheet date after allowance for slow moving or obsolete stock items is recorded at £2,207,806.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

| Sale of goods

| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods to the customer.

| Royalties

| Turnover in respect of royalty income earned during the year, is recognised in accordance with the substance of the relevant licensing agreements and when it is probable that the economic benefits associated with the transaction will flow to the company and the amount can be measured reliably.

| Goodwill

| Goodwill, being the amount paid in connect with the acquisition of a business in 2003 less the fair value of the net assets acquired at that time, was amortised over its estimated useful life of 20 years.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Intangible fixed assets

| Intellectual Property in connection with the acquisition of intellectual property rights acquired in January 2016 and subsequent acquisitions in more recent years, has been amortised evenly over its estimated useful life of 7 years. Other intellectual property is amortised over its estimated useful life of 3 years.

| Patents and Licences are amortised over their estimates useful life of 7 years.

| Development Costs are capitalised in accordance with FRS 102 Section 18 once it can be determined that a research and development project has advanced beyond the research phase and into the development phase.

| This is provided that it can demonstrate all of the following: (a) The technical feasibility of completing the intangible asset so that it will be available for use or sale. (b) Its intention to complete the intangible asset and use or sell it. (c) Its ability to use or sell the intangible asset. (d) How the intangible asset will generate probable future economic benefits. (e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. (f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

| No intangible asset is recognised in the research phase of a project, when all expenditure is recognised as an expense when it is incurred.

| Where it is not possible to distinguish between the research and development phases, all costs are recognised as an expense in the statement of comprehensive income in the period in which they are incurred, as if they were incurred in the research phase only.

| Development Costs are amortised over their estimated useful economic life of 5 years with amortisation beginning when the associated product has been launched.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Leasehold property improvement | - | Over the remaining term of the lease

| Plant and machinery | - | 33% straight line, 25% straight line and 20% straight line

| Fixtures, fittings and equipment | - | 50% straight line, 20% straight line and 15% straight line

| Computer software | - | 33% straight line and 25% straight line

| All fixed assets are initially recorded at cost. Fixed assets are subsequently recorded at cost less depreciation and any impairment

| Grants

| Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Grants relating to operating expenses are recognised through the income statement as the expenses are incurred to which they relate.

| Stocks

| Raw material and finished goods stocks have been valued using the standard cost method and on a weighted average cost basis. As a result of regular review and revisions of the standard cost applied to individual stock lines this is considered a reasonable approximation of cost compared to the average cost basis.

| Finished goods stock include an apportionment of attributable other direct costs. Where the calculated stock value is in excess of net realisable value, stocks have been valued at net realisable value. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Financial instruments

| Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments and are accounted for at fair value. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

| Loan liabilities are initially recognised at the transaction price less associated transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method. The amortised cost of such a financial liability is recorded at each reporting date as the net of the following amounts:

| (a) the amount at which the financial liability was measured at initial recognition;

| (b) less any repayments of the principal;

| (c) plus the cumulative amortisation using the effective interest method of any difference between the amount at initial recognition and the maturity amount.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 year 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 currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Pension costs and other post-retirement benefits

| The group contributes to a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Operating lease agreements

| Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

4. | TURNOVER

| The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| United Kingdom | 13,598,015 |  | 13,297,420 |  |

| Overseas | 1,727,156 |  | 2,299,866 |  |

15,325,171 |  | 15,597,286 |  |

5. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 1,971,510 |  | 1,875,294 |  |

| Social security costs | 226,444 |  | 196,316 |  |

| Other pension costs | 60,030 |  | 65,457 |  |

2,257,984 |  | 2,137,067 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| Distribution staff | 7 |  | 8 |  |

| Administration staff | 33 |  | 35 |  |

| Production staff | 3 |  | 4 |  |

43 |  | 47 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 138,994 |  | 154,446 |  |

| Directors' pension contributions to money purchase schemes | 8,279 |  | 7,188 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 1 |  | 1 |  |

6. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Hire of plant and machinery | 40,683 |  | 44,831 |  |

| Depreciation - owned assets | 34,099 |  | 32,452 |  |

| Intellectual property amortisation | 8,675 |  | 17,340 |  |

| Patents and licences amortisation | 12,266 |  | 15,493 |  |

| Development costs amortisation | 76,152 |  | 87,890 |  |

| Auditors' remuneration | 5,245 |  | 4,995 |  |

| Foreign exchange differences | 1,033,259 |  | (934,784 | ) |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

7. | INTEREST RECEIVABLE AND SIMILAR INCOME |

| 2025 |  | 2024

£ | £ |

| Bank interest | 137 |  | 278 |  |

| Interest on taxation | - |  | 500 |  |

137 |  | 778 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Intergroup loan interest | 360,574 |  | 386,663 |  |

| Other interest payable | 894,519 |  | 1,019,845 |  |

| Loan charges | - |  | 75,014 |  |

1,255,093 |  | 1,481,522 |  |

9. | TAXATION

| Analysis of the tax (credit)/charge

| The tax (credit)/charge on the loss for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | - |  | 6,370 |  |

| Under/(over) provision | (6,370 | ) | - |  |

| Total current tax | (6,370 | ) | 6,370 |  |

| Deferred tax | (29,163 | ) | 227,132 |  |

| Tax on (loss)/profit | (35,533 | ) | 233,502 |  |

| Reconciliation of total tax (credit)/charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before tax | (1,173,257 | ) | 253,930 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (293,314 | ) | 63,483 |  |

| Effects of:

| Expenses not deductible for tax purposes | 4,616 |  | 4,253 |  |

| Depreciation in excess of capital allowances | 26,912 |  | 30,263 |  |

| Adjustments to tax charge in respect of previous periods | (6,370 | ) | - |  |

| Temporary timing adjustments | 2,251 |  | 19 |  |

| Deferred tax charge for the year | (29,163 | ) | 227,132 |  |

| Intergroup interest restriction | 62,538 |  | 37,508 |  |

| Increase / (decrease) in tax losses carried forwards | 196,997 |  | (129,156 | ) |

| Total tax (credit)/charge | (35,533 | ) | 233,502 |  |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

9. | TAXATION - continued

| The deferred tax asset / (liability) is in relation to;

|  | 2025 |  | 2024 |

|  | £ |  | £ |

| Accelerated tax allowances in relation to capital items |  | (54,231 |  | (81,143 | )

| Other timing differences |  | 42,980 |  | 40,729 |

| Tax losses carried forwards |  | - |  | - |

|  | (11,251 |  | (40,414 | )

| The corporation tax rate of 25% in this financial year reflects the main rate of corporation tax in the UK which has been in effect since 1st April 2023.

| Subject to any other changes, is expected that £1,287 of the deferred tax asset of £42,980 will unwind in the succeeding period and £23,300 of the deferred tax liability of £54,231 is expected to unwind.

10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

11. | INTANGIBLE FIXED ASSETS

| Group

| Patents |

| Intellectual |  | and |  | Development |

| property |  | licences |  | costs |  | Goodwill |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1st October 2024 |

| and 30th September 2025 | 138,666 |  | 231,796 |  | 735,405 |  | 16,541,788 |  | 17,647,655 |  |

| AMORTISATION

| At 1st October 2024 | 129,991 |  | 162,634 |  | 478,658 |  | 16,541,788 |  | 17,313,071 |  |

| Amortisation for year | 8,675 |  | 12,266 |  | 76,152 |  | - |  | 97,093 |  |

| Impairments | - |  | 21,114 |  | 28,292 |  | - |  | 49,406 |  |

| At 30th September 2025 | 138,666 |  | 196,014 |  | 583,102 |  | 16,541,788 |  | 17,459,570 |  |

| NET BOOK VALUE

| At 30th September 2025 | - |  | 35,782 |  | 152,303 |  | - |  | 188,085 |  |

| At 30th September 2024 | 8,675 |  | 69,162 |  | 256,747 |  | - |  | 334,584 |  |

| Group consolidated patents and licences at cost are marginally lower than for the parent company as an individual entity due to unrealised profits on an intergroup transfer of rights in 2016 which have been eliminated on consolidation.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

11. | INTANGIBLE FIXED ASSETS - continued

| Company

| Patents

| and

| licences

£ |

| COST

| At 1st October 2024

| and 30th September 2025 | 235,788 |  |

| AMORTISATION

| At 1st October 2024 | 166,626 |  |

| Amortisation for year | 12,266 |  |

| Impairments | 21,114 |  |

| At 30th September 2025 | 200,006 |  |

| NET BOOK VALUE

| At 30th September 2025 | 35,782 |  |

| At 30th September 2024 | 69,162 |  |

| Amortisation charged during the year is included within administrative expenses in the statement of comprehensive income.

12. | TANGIBLE FIXED ASSETS

| Group

| Fixtures, |

| Leasehold |  | fittings |

| property |  | Plant and |  | and |  | Computer |

| improvement |  | machinery |  | equipment |  | software |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1st October 2024 | 107,275 |  | 533,048 |  | 180,504 |  | 518,117 |  | 1,338,944 |  |

| Additions | - |  | - |  | 33,726 |  | - |  | 33,726 |  |

| Disposals | - |  | - |  | (6,205 | ) | - |  | (6,205 | ) |

| At 30th September 2025 | 107,275 |  | 533,048 |  | 208,025 |  | 518,117 |  | 1,366,465 |  |

| DEPRECIATION

| At 1st October 2024 | 104,630 |  | 509,798 |  | 114,796 |  | 518,117 |  | 1,247,341 |  |

| Charge for year | 2,645 |  | 14,541 |  | 16,913 |  | - |  | 34,099 |  |

| Eliminated on disposal | - |  | - |  | (6,205 | ) | - |  | (6,205 | ) |

| At 30th September 2025 | 107,275 |  | 524,339 |  | 125,504 |  | 518,117 |  | 1,275,235 |  |

| NET BOOK VALUE

| At 30th September 2025 | - |  | 8,709 |  | 82,521 |  | - |  | 91,230 |  |

| At 30th September 2024 | 2,645 |  | 23,250 |  | 65,708 |  | - |  | 91,603 |  |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1st October 2024

| and 30th September 2025 | 13,287,899 |  |

| NET BOOK VALUE

| At 30th September 2025 | 13,287,899 |  |

| At 30th September 2024 | 13,287,899 |  |

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiary

| Oase (UK) Limited

| Registered office: Fleming Court, Leigh Road, Eastleigh, Southampton, Hampshire SO50 9PD.

| Nature of business: Supply of water garden products and aquariums

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| The above subsidiary has been included in these consolidated financial statements as it is controlled 100% by Oase Holding U.K. Limited.

14. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Raw materials and consumables | 801,857 |  | 963,650 |  |

| Finished goods | 1,405,949 |  | 1,771,449 |  |

2,207,806 |  | 2,735,099 |  |

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 2,000,089 |  | 2,215,904 |  | - |  | - |  |

| Amounts owed by group undertakings | 1,068,419 |  | 586,002 |  | - |  | - |  |

| Corporation tax repayable | 1,059 |  | 1,059 |  | 1,059 |  | 1,059 |  |

| Prepayments and accrued income | 181,492 |  | 199,890 |  | - |  | - |  |

3,251,059 |  | 3,002,855 |  | 1,059 |  | 1,059 |  |

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Other loans (see note 18) | 9,846,366 |  | - |  | 9,846,366 |  | - |  |

| Trade creditors | 537,451 |  | 516,949 |  | 1,724 |  | 211 |  |

| Amounts owed to group undertakings | 15,948,052 |  | 16,332,932 |  | 24,440,386 |  | 23,591,820 |  |

| Corporation tax | - |  | 6,370 |  | - |  | - |  |

| Social security and other taxes | 59,049 |  | 41,865 |  | - |  | - |  |

| VAT | 568,051 |  | 518,140 |  | 1,342 |  | 1,734 |  |

| Other creditors | 9,470 |  | 8,019 |  | - |  | - |  |

| Accruals and deferred income | 740,094 |  | 317,725 |  | 367,789 |  | 9,000 |  |

27,708,533 |  | 17,742,000 |  | 34,657,607 |  | 23,602,765 |  |

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Other loans (see note 18) | - |  | 9,386,060 |  | - |  | 9,386,060 |  |

| Amounts owed to group undertakings | 2,175,000 |  | 2,175,000 |  | - |  | - |  |

2,175,000 |  | 11,561,060 |  | - |  | 9,386,060 |  |

| Included in amounts owed to group undertakings falling due after more than one year are balances owed in relation to a term loan agreement. This loan has no fixed repayment date but is repayable upon completion of a minimum notice period of 367 days. Interest was charged at 2.7% +12m EURIBOR. This rate is deemed to be reasonable market rate. As a result this financial instrument has been treated as a Debt Instrument and has been measured at amortised cost.

18. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Amounts falling due within one year or on | demand: |

| Other loans | 9,846,366 |  | - |  | 9,846,366 |  | - |  |

| Amounts falling due between one and two | years: |

| Other loans - 1-2 years | - |  | 9,386,060 |  | - |  | 9,386,060 |  |

| The loan was not repayable by instalments but repayments could be made any time up to the redemption date of 28th February 2026. This loan incurred interest at a rate of 5.5% to 6.5% plus SOFR plus a reference rate between 0.11448% and 0.42826%. SOFR being the secured overnight financing rate. Since the year end this loan repayment date has been extended to 31st December 2028.

19. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 505,644 |  | 490,135 |  |

| Between one and five years | 594,761 |  | 899,420 |  |

1,100,405 |  | 1,389,555 |  |

20. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Other loans | 9,846,366 |  | 9,386,060 |  | 9,846,366 |  | 9,386,060 |  |

| The loan is secured on the intellectual property held by the company and a fixed and floating charge over all of the property or undertaking of the company including the shares in the subsidiary undertaking. The loan is also secured by a group cross guarantee.

21. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax | 11,251 |  | 40,414 |  |

| Other provisions | 166,773 |  | 158,520 |  |

| Aggregate amounts | 178,024 |  | 198,934 |  |

| Group

| Deferred |  | Other |

| tax |  | provisions |

£ | £ |

| Balance at 1st October 2024 | 40,414 |  | 158,520 |  |

| (Credit)/charge to Statement of Comprehensive Income during year | (29,163 | ) | 8,253 |  |

| Balance at 30th September 2025 | 11,251 |  | 166,773 |  |

| Other provisions includes provisions for dilapidations of £166,773 (2024: £158,520) in relation to their current premises.

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid |  |  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| 1 |  | Ordinary £1 |  | £1 |  | 1 |  | 1 |  |

| 13,110,000 |  | Ordinary €1 |  | €1 |  | 8,394,700 |  | 8,394,700 |  |

| 13,110,001 |  |  | 8,394,701 |  | 8,394,701 |  |

| The €1 Ordinary class of share ranks pari passu with the £1 Ordinary class of share.

| All Ordinary shares carry the right to one vote per share and are entitled pari passu to dividend and other distributions.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

23. | RESERVES

| Group

| Retained

| earnings

£ |

| At 1st October 2024 | (31,033,237 | ) |

| Deficit for the year | (1,137,724 | ) |

| At 30th September 2025 | (32,170,961 | ) |

| Company

| Retained

| earnings

£ |

| At 1st October 2024 | (28,024,832 | ) |

| Deficit for the year | (1,700,808 | ) |

| At 30th September 2025 | (29,725,640 | ) |

24. | PENSION COMMITMENTS

| During the year the company have made defined contributions to employee pension schemes totalling £54,259 (2024: £58,154). At the year end £5,147 (2024: £4,395) remained payable in relation to employer pension contributions.

25. | PARENT COMPANIES AND CONTROLLING PARTY

| Pylos Beacon Holdings Sarl (incorporated in Luxembourg ) is regarded by the directors as being the company's ultimate parent company.

| The company's immediate parent company is Oase Holding GmbH.

| The largest group for which group accounts are prepared is Oase Living Water GmbH registered in Horstel, Germany. Copies of the group financial statements will be available from Tecklenburger Strasse 161, 48477, Horstel, Germany.

| The company and the group to which it is a member form part of a collection of funds managed by Argand Partners LP.

26. | OTHER FINANCIAL COMMITMENTS

| The Company are part of a cross guarantee arrangement with all group loans and overdrafts secured over group assets. The company is a guarantor on the group loan facility, in relation to both the Euro loan facility and revolving facility, under the Senior Facilities Agreement dated 30th October 2017 as supplemented and amended by subsequent amendment agreements.

27. | 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' Section 33.1A, not to disclose related party transactions between two or more members of the group provided that any subsidiary which is a party to the transaction is wholly owned by the group.

| Entities with control, joint control or significant influence over the entity

2025 | 2024 |

£ | £ |

| Amount due to related party | 6,525,297 |  | 5,981,007 |  |

| The amount due to entities with control over the company are unsecured with interest charged at a rate of 4% per annum. There is no specified repayment date.

OASE HOLDING U.K. LIMITED (REGISTERED NUMBER: 04562635)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

27. | RELATED PARTY DISCLOSURES - continued

| Other related parties

2025 | 2024 |

£ | £ |

| Amount due from related party | 1,068,419 |  | 586,002 |  |

| Amount due to related party | 11,597,754 |  | 12,526,925 |  |

| The amounts due to other related parties are unsecured and repayable on demand. These are also interest free with the exception of the formal intergroup loan, the terms of which are disclosed further in note 17. The amounts due from other related parties are unsecured, interest free and repayable on demand.