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

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

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

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.

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

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

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.

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.

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.

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

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

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

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

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

)

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

)

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

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

)

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.

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.

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.