REGISTERED NUMBER: 09960550 (England and Wales)

OSMOSIS INVESTMENT MANAGEMENT UK LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Page

Company Information

1

Strategic Report

2

to

5

Report of the Directors

6

to

7

Report of the Independent Auditors

8

to

11

Income Statement

12

Other Comprehensive Income

13

Statement of Financial Position

14

Statement of Changes in Equity

15

Notes to the Financial Statements

16

to

19

DIRECTORS:

B G Dear

G Stephen

A Stephen

SECRETARY:

G Stephen

REGISTERED OFFICE:

36-38 Botolph Lane

London

EC3R 8DE

REGISTERED NUMBER:

09960550 (England and Wales)

AUDITORS:

Beavis Morgan Audit Limited, Statutory Auditor

3rd Floor

Marlborough House

298 Regents Park Road

Finchley

London

N3 2SZ

The directors present their Strategic Report for Osmosis Investment Management UK Limited ("the Company") for the year ended 31 March 2026. This report has been prepared in accordance with sections 414A to 414CZA of the Companies Act 2006.

Principal activity and business model

The Company is an investment management business authorised and regulated by the Financial Conduct Authority. Its principal activity is the provision of systematic equity investment management services, for which it earns fee income calculated by reference to assets under management.

The Company forms part of the group of companies headed by Osmosis (Holdings) Limited ("the Group"), whose investment philosophy is founded on the principle that companies which generate greater economic value from fewer resources are better positioned to deliver long-term operational resilience and investment performance. The Company applies this research-led, systematic approach in the delivery of its client mandates.

The Company has no direct employees. Personnel, research, data, technology and operational infrastructure are provided by other Group entities under intra-group service arrangements, recognised within administrative expenses as management charges.

REVIEW OF BUSINESS AND RESULTS FOR THE YEAR

The financial results for the year, with prior-year comparatives, are summarised below.

Metric

FY2026 £

FY2025 £

Change

Turnover

5,007,314

5,395,229

(7.2%)

Operating profit

2,067,637

2,014,162

2.7%

Profit before taxation

2,086,936

2,014,162

3.6%

Profit for the financial year

2,086,936

2,014,162

3.6%

Shareholders' funds

6,403,203

4,316,267

48.3%

Cash at bank

1,399,373

70,665

n/m

Turnover for the year was £5.01 million (2025: £5.40 million), a decrease of 7.2%. The reduction in fee income principally reflected the redemption during the year of two large segregated equity mandates managed by the Company. This was consistent with the lower level of assets under management and advice across the Group over the period, which fell to US$13.6 billion at 31 March 2026 (2025: US$17.0 billion).

Notwithstanding the reduction in turnover, the Company improved its trading result. Operating profit rose to £2.07 million (2025: £2.01 million), and the operating margin strengthened to 41.3% (2025: 37.3%), reflecting a reduction in administrative expenses - principally lower management, administration and data costs - which more than offset the fall in fee income.

Profit before taxation was £2.09 million (2025: £2.01 million), after net finance income of £19,299 (2025: £nil). No tax charge arose in either year, as taxable profits were relieved by losses group-relieved from other entities within the Group.

Key performance indicators

The directors monitor the performance of the Company principally through the following financial key performance indicators. Assets under management, the primary non-financial driver of fee income, is monitored on an ongoing basis.

Key performance indicator

FY2026

FY2025

Turnover

£5.01m

£5.40m

Operating profit

£2.07m

£2.01m

Operating margin

41.3%

37.3%

Profit before taxation

£2.09m

£2.01m

Shareholders' funds

£6.40m

£4.32m

Asset under management and advice

US$13.6bn

US$17.0bn

Operating margin is calculated as operating profit divided by turnover. Assets under management and advice represent the Group's total assets under management and advice, comprising all assets either directly managed by, or sub-advised to, Osmosis Investment Management UK Limited from other Group entities.

Position of the Company at the end of the year

The Company ended the year in a sound financial position. Shareholders' funds increased to £6.40 million (2025: £4.32 million), reflecting the profit retained for the year; no dividend was declared or paid. Cash at bank rose to £1.40 million (2025: £0.07 million), and net current assets stood at £6.40 million (2025: £4.32 million).

Included within debtors are amounts owed by Group undertakings of £5.50 million (2025: £4.43 million). The recoverability of these balances is linked to the financial position and prospects of the wider Group. Amounts owed to Group undertakings were £1.99 million (2025: £1.99 million).

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the principal risks and uncertainties facing the Company to be as follows.

Market risk

The Company's fee income is derived from assets under management, the value of which is sensitive to the level and volatility of global equity markets. Sustained falls in markets would reduce assets under management and, in turn, fee income.

Client concentration risk

A relatively small number of institutional clients account for a significant proportion of the Company's assets under management. Reallocation or redemption decisions by one or more of these clients could have a material adverse effect on the Company's revenues. The Group's strategy of diversifying its client base, broadening its investment capabilities and expanding its geographic reach is intended to mitigate this risk over time.

Currency risk

A proportion of the Company's income is denominated in currencies other than sterling, creating volatility in the sterling value of its revenues and net assets. Foreign exchange differences of £162,626 were charged in the year (2025: £142,313). The Company monitors its currency exposure and the scope to create greater stability in these income streams as the business develops.

Regulatory and capital risk

As a MiFID investment firm authorised and regulated by the Financial Conduct Authority, the Company is subject to conduct, prudential and capital requirements, including those under the FCA's Investment Firms Prudential Regime. The Company monitors its regulatory capital and liquidity position on a continuous basis to ensure ongoing compliance, and monitors regulatory developments relevant to its activities.

Credit and liquidity risk

Credit risk arises principally on trade debtors and on amounts owed by Group undertakings. Trade debtors arise in the normal course of business; given the nature of the Company's institutional client base, the settlement of fees may take up to 90 days. No credit is extended to customers beyond normal settlement terms. Liquidity risk is managed by maintaining sufficient cash resources and through the Company's participation in Group-level capital and funding arrangements.

Reliance on the Group

The Company has no direct employees and relies on other Group entities for personnel, research, technology and operational infrastructure. Its continued operation is therefore dependent on the continuity of these intra-group arrangements and on the financial support of the Group.

Operational and cyber risk

The Company, in common with the wider Group, is exposed to the risk of operational disruption, including from malicious electronic attack. The directors, together with Group management, have taken reasonable measures to protect the Company's operations, including staff awareness and training programmes across the Group, resilient infrastructure, periodic testing of defences and the maintenance of cyber insurance.

Going concern

The Company was profitable in the year. However, the wider Group continued to incur losses as it invests ahead of growth, and the Company relies on the Group for personnel, infrastructure and financial support; the going concern of the Group is therefore a matter of judgement. Having reviewed the Company's financial position and forecasts, and taking account of the strategic capital commitment received by the Group from its long-term shareholders in February 2026, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Directors' statement of compliance with their duty to promote the success of the Company (section 172(1) Companies Act 2006)

The directors have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006, including the likely long-term consequences of decisions, the interests of the Company's clients and counterparties, the Company's regulatory obligations, and the desirability of maintaining a reputation for high standards of business conduct.

As a wholly owned member of the Group operating within a shared operating model, the Company's decision-making is undertaken in the context of the Group's governance framework. Section 172 considerations are embedded in decision-making at Board and Group level, including in the management of client relationships, regulatory compliance, financial resources and operational resilience.

ON BEHALF OF THE BOARD:

G Stephen - Director

21 July 2026

The directors present their report with the financial statements of the company for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of investment management services.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report.

B G Dear

G Stephen

Other changes in directors holding office are as follows:

R Parker - resigned 1 December 2025

A Stephen - appointed 1 November 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Beavis Morgan Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Stephen - Director

21 July 2026

Opinion

We have audited the financial statements of Osmosis Investment Management UK Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 company's affairs as at 31 March 2026 and of its profit 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 company 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.

Conclusions relating 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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 six, 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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

- Enquiring of management concerning actual and potential litigation and claims.

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside theorems course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Hassan Behcet (Senior Statutory Auditor)

for and on behalf of Beavis Morgan Audit Limited, Statutory Auditor

3rd Floor

Marlborough House

298 Regents Park Road

Finchley

London

N3 2SZ

21 July 2026

TURNOVER

4

5,007,314

5,395,229

Administrative expenses

2,939,677

3,381,067

OPERATING PROFIT

6

2,067,637

2,014,162

Interest receivable and similar income

19,299

-

PROFIT BEFORE TAXATION

2,086,936

2,014,162

Tax on profit

7

-

-

PROFIT FOR THE FINANCIAL YEAR

2,086,936

2,014,162

PROFIT FOR THE YEAR

2,086,936

2,014,162

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,086,936

2,014,162

CURRENT ASSETS

Debtors

8

7,202,932

6,574,319

Cash at bank

1,399,373

70,665

8,602,305

6,644,984

CREDITORS

Amounts falling due within one year

9

2,199,102

2,328,717

NET CURRENT ASSETS

6,403,203

4,316,267

TOTAL ASSETS LESS CURRENT LIABILITIES

6,403,203

4,316,267

CAPITAL AND RESERVES

Called up share capital

10

65,100

65,100

Retained earnings

11

6,338,103

4,251,167

SHAREHOLDERS' FUNDS

6,403,203

4,316,267

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

G Stephen - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2024

65,100

2,237,005

2,302,105

Changes in equity

Total comprehensive income

-

2,014,162

2,014,162

Balance at 31 March 2025

65,100

4,251,167

4,316,267

Changes in equity

Total comprehensive income

-

2,086,936

2,086,936

Balance at 31 March 2026

65,100

6,338,103

6,403,203

1.	STATUTORY INFORMATION

Osmosis Investment Management UK 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 Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Revenue

Revenue represents fee income earned in respect of funds under management. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Going concern and asset values

The company has made a profit this year but significant losses continue to be made as a group. Therefore the going concern of the group is a judgement. This has been considered and the Directors consider the company to be a going concern and it is on this basis that assets are valued. If it were not a going concern then under a forced sale or wind up the assets may be worth less than their book values.

4.

TURNOVER

The whole of the turnover is attributable to the one principal activity of the company being that of investment managers.

Analysis of turnover by country of destination:

2026

2025

£

£

Rest of Europe

5,007,314

5,395,229

5,007,314

5,395,229

5.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2026 nor for the year ended 31 March 2025.

2026

2025

£

£

Directors' remuneration

-

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

2026

2025

£

£

Foreign exchange differences

162,626

142,313

7.

TAXATION

Factors affecting tax charge for the year

Any taxable profits generated in the year have been offset by the utilisation of losses group relieved from other entities that are within the Group.

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade debtors

489,948

604,535

Amounts owed by group undertakings

5,500,488

4,428,247

Other debtors

2,196

-

VAT

-

93,774

Prepayments and accrued income

1,210,300

1,447,763

7,202,932

6,574,319

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade creditors

80,150

247,230

Amounts owed to group undertakings

1,986,378

1,986,378

VAT

13,213

-

Other creditors

21,296

21,296

Accruals and deferred income

98,065

73,813

2,199,102

2,328,717

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

65,100

Ordinary

£1

65,100

65,100

11.

RESERVES

Retained

earnings

£

At 1 April 2025

4,251,167

Profit for the year

2,086,936

At 31 March 2026

6,338,103

12.	RELATED PARTY DISCLOSURES

The Company's results are included within consolidated financial statements which are publicly available.

Therefore, the company has taken advantage of the exemption within FRS 102 section 33 "Related Party Disclosures" not to disclose details of its transactions with group related parties. This exemption is available as the transactions are with wholly owned members of the group.

13.	ULTIMATE CONTROLLING PARTY

The Company's parent undertaking is Osmosis (Holdings) Limited, an entity registered in England and Wales. The smallest and largest group for which consolidate financial statements are prepared and of which the company is a member is that headed by Osmosis (Holdings) Limited.

The consolidated financial statements for the group are available from the Registrar, Companies House, Crown Way, Cardiff, CF4 3UZ.

Osmosis (Holdings) Limited is controlled by its shareholders and as such there is no single ultimate

controlling party.