Company registration number 11373728 (England and Wales)
COWATER UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
PAGES FOR FILING WITH REGISTRAR
COWATER UK LIMITED
COMPANY INFORMATION
Directors
D A Baron
D J Coleman
J A Faulkner
Company number
11373728
Registered office
Temple Chambers
3-7 Temple Avenue
London
EC4Y 0DA
Auditor
BKL Audit LLP
Chartered Accountants
5 Fleet Place
London
EC4M 7RD
COWATER UK LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 10
COWATER UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2026
31 March 2026
- 1 -
2026
2025
Notes
£
£
£
£
Non-current assets
Intangible assets
4
4,757,833
-
0
Property, plant and equipment
5
9,814
18,376
4,767,647
18,376
Current assets
Trade and other receivables
6
6,149,573
1,392,561
Cash and cash equivalents
1,535,320
213,590
7,684,893
1,606,151
Current liabilities
7
(8,019,311)
(1,169,352)
Net current (liabilities)/assets
(334,418)
436,799
Total assets less current liabilities
4,433,229
455,175
Non-current liabilities
8
(4,463,795)
-
0
Net (liabilities)/assets
(30,566)
455,175
Equity
Called up share capital
9
1
1
Retained earnings
(30,567)
455,174
Total equity
(30,566)
455,175

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 July 2026 and are signed on its behalf by:
D A Baron
Director
Company registration number 11373728 (England and Wales)
COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
1
Accounting policies
Company information

Cowater UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. At the reporting date, there is a net liability position of £30,566 (2024: net assets of £455,175) and a net current liability position of £334,418 (2024: net current assets of £436,799), indicating a significantly reduced balance sheet position at the year end. This position is primarily driven by non-cash items, including amortisation and interest, and does not reflect the underlying cash generation of the business. Management has assessed the going concern assumption based on the latest business plan, which reflects expected profitability and continued project delivery in the normal course of business.true

The company’s contractual obligations on project contracts were due to end shortly after the balance sheet date during 2026; however, certain contracts have subsequently been extended and the directors are confident that further extensions or new contracts will be secured. In the event that contracts are not extended or replaced, the directors are confident that alternative contracts will be secured and the company will have sufficient financial resources to settle their liabilities and cover fixed costs from funding from its parent undertaking.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion. The stage of completion is calculated by comparing costs incurred to the amounts billed as stipulated within contracts in place. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 3 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Contract asset
Stage of completion based on costs to complete
1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33.33% Straight Line

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

1.6
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 4 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including trade and other payables and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 6 -
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Amortisation of novated contracts

Amortisation of novated contracts is recognised with reference to the expected pattern of economic benefits derived from the underlying contracts (see Note 5). Given the project-based nature of the e ntity’s arrangements, these benefits are not realised on a straight-line basis over the contract term. Accordingly, amortisation is determined using a cost-to-completion basis, reflecting the stage of completion of the relevant projects. This results in a non-linear amortisation profile, aligning the amortisation charge with the timing of revenue recognition and delivery of project activities.

COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2026
2025
Number
Number
Total
21
20
4
Intangible fixed assets
Contract asset
£
Cost
At 1 April 2025
-
0
Additions
5,579,744
At 31 March 2026
5,579,744
Amortisation and impairment
At 1 April 2025
-
0
Amortisation charged for the year
821,911
At 31 March 2026
821,911
Carrying amount
At 31 March 2026
4,757,833
At 31 March 2025
-
0

Additions in the year of CAD10m (£5.6m) relate to the acquisition of contract rights from a parent undertaking. The asset represents the right to perform and derive economic benefit from the underlying contract and is amortised over the period of performance based on the stage of completion.

COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 8 -
5
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 April 2025
35,380
Additions
1,863
At 31 March 2026
37,243
Depreciation and impairment
At 1 April 2025
17,004
Depreciation charged in the year
10,425
At 31 March 2026
27,429
Carrying amount
At 31 March 2026
9,814
At 31 March 2025
18,376
6
Trade and other receivables
2026
2025
Amounts falling due within one year:
£
£
Trade receivables
5,591,455
1,209,368
Amount owed by parent company
-
0
12,119
Other receivables
558,118
171,074
6,149,573
1,392,561
7
Current liabilities
2026
2025
£
£
Trade payables
2,198,821
658,143
Amounts owed to group undertakings
3,902,039
420,356
Corporation tax
43,200
-
0
Other taxation and social security
21,703
34,034
Other payables
1,853,548
56,819
8,019,311
1,169,352
COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
8
Non-current liabilities
2026
2025
£
£
Amounts owed to group undertakings
4,463,795
-
0

Amounts owed to group undertakings are interest-bearing at RBC Royal Bank prime rate plus 0.01%, unsecured and repayable in instalments by 2031.

9
Called up share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its 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.

Senior Statutory Auditor:
Warren Baker FCA
Statutory Auditor:
BKL Audit LLP
Date of audit report:
11 July 2026
11
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2026
2025
£
£
Total commitments
196,000
72,434
COWATER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
12
Related party transactions

The company has taken advantage of the exemption available in accordance with Section 1AC.35 of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company wholly owns the subsidiary undertakings of the group in which it is party to the transactions.

13
Parent company

The immediate parent company is Cowater International Holdings Inc., a company registered in Canada.

The ultimate parent undertaking is Cowater International Group, a partnership registered in Canada.

The smallest and largest group for which consolidated accounts have been prepared is that headed by Cowater International Group. Copies of the consolidated accounts are available from 275 Slater Street, #1600, Ottawa, Canada.

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