Company registration number 04135157 (England and Wales)
KINETICO UK HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
KINETICO UK HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J A Caracciolo
G R Harries
Secretary
G R Harries
Company number
04135157
Registered office
Bridge House, Park Gate Business Centre
Park Gate Chandlers Way
Southampton Hampshire
England
SO31 1FQ
Independent auditors
Crowe U.K. LLP
Chartered Accountants & Senior Statutory Auditor
R+ Building
2 Blagrave Street
Reading
RG1 1AZ
KINETICO UK HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Notes to the financial statements
11 - 17
KINETICO UK HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

Kinetico UK Holdings Limited (‘the Company’) has continued its operations as a holding company in 2025. The Company is wholly owned by Kinetico Incorporated, a company incorporated in the USA. The Company holds subsidiary investments in the UK, Belgium, Spain and China.

In the prior year Kinetico Uk Limited (a subsidiary of the company) acquired the trade and assets of Genus Water Limited (another subsidiary) with the intention to dissolve it in 2025. The subsidiary was dissolved on 23rd September 2025.

During the year, the company incurred administrative expenditure (net of profit or loss on foreign exchange) of $5,417,966 (20 24: $38,672). Dividend income is $4,812,798 (202 4: $1,082,325).

Principal risks and uncertainties

As a holding company, the majority of the Company’s assets consist of investments in subsidiary undertakings. Accordingly, the principal risk of the Company relates to its ability to recover the carrying value of its investments. This may be the case were adverse trading conditions in markets where its subsidiaries operate to impact the valuation of the investment held by the Company.

During 2025, the cost of living crises impacting European economies has become the primary risk surrounding the carrying value of the company’s investments. Due to the nature of business of the Company’s subsidiaries (in the water treatment sector), the consequences of these crises have, to date, been minimally invasive to the Company.

Other principal themes of risk for the Company are:

- Currency Fluctuation – the functional currency of the Company is USD. The company has assets and liabilities denominated in other non-USD currencies.

- Regulatory and Compliance Risk – the company monitors its regulatory and compliance obligations as well as those of its subsidiary undertakings, noting that the regulatory environment is constantly evolving.

Key performance indicators

As the company is principally a holding company, the primary KPI used by the directors to assess the Company is the carrying value of its investments. In 202 5, this was $68,408,028 (20 24: $73,784,309).

The value of dividends received by the company from its subsidiary undertakings is also measured. In 202 5, this was $4,812,798 (202 4: $1,082,325).

The directors also assess the value of administrative expenses, net of profit or loss on foreign exchange 202 5: $5,417,966 (20 24: $38,672) in assessing the performance of the business.

On behalf of the board

..............................
J A Caracciolo
Director
.........................
KINETICO UK HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a holding company within the Kinetico Incorporated Group. The principal activity of the subsidiary undertakings is the supply, installation and service of water purification systems.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J A Caracciolo
G R Harries

Subsequent events

The ongoing global supply chain and cost of living concerns, combined with the conflict in Ukraine have not, to date, impacted the Group’s ability to carry on operations but the directors are keeping the potential impact of these situations under review.

Results and dividends

The loss for the year, after taxation, amounted to $936,436 (20 2 4: profit of $1,328,866).

Going concern

The directors have carried out an assessment of the going concern position of the Company, including consideration and modelling of potential consequences of the principal risks and uncertainties (as set out in the Strategic Report of these accounts) on the investments held by this company. Forecasts used reflect reasonable forecasts of sales to external and inter-group customers through 20 3 5, as well as appropriate cost and cashflow movements.

On this basis, the company is considered to have appropriate financial resources to manage its business risks successfully. After reviewing the above, the directors have concluded that they have a reasonable expectation that the Company has adequate resources to continue as a going concern until at least July 202 7. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Financial instruments

Other financial assets and liabilities, such as trade debtors, trade creditors and inter-group debtors and creditors, arise directly from the Company's operating activities.

Future developments

The directors anticipate that the income from investments will be maintained for the foreseeable future.

Auditor

Crowe U.K. LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

KINETICO UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
On behalf of the board
J A Caracciolo
Director
31 July 2026
KINETICO UK HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors are responsible for preparing the annual report 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland). 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 and 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

KINETICO UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINETICO UK HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Kinetico UK Holdings Limited (the 'company') for the year ended 31 December 2025, which comprise the s tatement of c omprehensive income, the b alance s heet, the s tatement of c hanges in e quity and the related notes, 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 December 2025 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.

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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

KINETICO UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINETICO UK HOLDINGS LIMITED
- 6 -

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement set out on page 3, 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 is 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.

Auditor's 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 an auditor's report 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to management override risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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 auditor's report.

KINETICO UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINETICO UK HOLDINGS LIMITED
- 7 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor"s report 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.

Jeremy Cooper
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditors
R+ Building
2 Blagrave Street
Reading
RG1 1AZ
Date :
31 July 2026
KINETICO UK HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
$
$
Administrative (expenses)/income
(5,749,234)
297,494
Divided income
5
4,812,798
1,082,325
(Loss)/profit before taxation
(936,436)
1,379,819
Tax on (loss)/profit
6
-
0
(50,953)
(Loss)/profit for the financial year
(936,436)
1,328,866

The Profit And Loss Account has been prepared on the basis that all operations are continuing operations.

There were no recognised gains and losses for 202 5 or 20 24 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 202 5 (20 24: $nil).

The notes on pages 1 0 to 17 form part of these financial statements.

KINETICO UK HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
$
$
$
$
Fixed assets
Investments
7
68,408,028
73,784,309
Current assets
Cash at bank and in hand
148,493
142,740
Creditors: amounts falling due within one year
9
(228,900)
(4,662,992)
Net current liabilities
(80,407)
(4,520,252)
Total assets less current liabilities
68,327,621
69,264,057
Capital and reserves
Called up share capital
10
11,811,936
11,811,936
Share premium account
54,905,107
54,905,107
Profit and loss reserves
1,610,578
2,547,014
Total equity
68,327,621
69,264,057
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 31 July 2026 and are signed on its behalf by:
J A Caracciolo
Director
Company Registration No. 04135157
KINETICO UK HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Called up
Share
Profit and loss
Total
share capital
premium account
reserves
Notes
$
$
$
$
Balance at 1 January 2024
11,729,917
54,514,037
1,218,148
67,462,102
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
1,328,866
1,328,866
Issue of share capital
10
82,019
391,070
-
473,089
Balance at 31 December 2024
11,811,936
54,905,107
2,547,014
69,264,057
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
(936,436)
(936,436)
Balance at 31 December 2025
11,811,936
54,905,107
1,610,578
68,327,621
KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Kinetico UK Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bridge House, Park Gate Business Centre, Park Gate Chandlers Way, Southampton Hampshire, England, SO31 1FQ.

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.

The financial statements are prepared in US dollars, 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- S ection 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

The company has taken advantage of the exemption under section 40 1 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Kinetico UK Holdings Limited is a wholly owned subsidiary of Kinetico Incorporated and the results of Kinetico UK Holdings Limited are included in the consolidated financial statements of Kinetico Incorporated which are available from https://www.kinetico.co.uk/2hyh74kqweud1q18rgbz4. The registered office of Kinetico Incorporated is 10845 Kinsman Road, Newbury, OH, USA.

1.2
Going concern

The directors have carried out an assessment of the going concern position of the Company, including consideration and modelling of potential consequences of the principal risks and uncertainties (as set out in the Strategic Report of these accounts) on the investments held by this company. Forecasts used reflect reasonable forecasts of sales to external and inter-group customers through 20 true 3 5, as well as appropriate cost and cashflow movements.

On this basis, the company is considered to have appropriate financial resources to manage its business risks successfully. After reviewing the above, the directors have concluded that they have a reasonable expectation that the Company has adequate resources to continue as a going concern until at least July 202 7. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

1.3
Investments

Investments in subsidiaries are measured at cost less accumulated impairment. The cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

Investments are reviewed for impairment at each balance sheet date when there are changes in circumstances relating to the investment that indicate the carrying value may be impaired.

1.4
Cash at bank and in hand

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.

KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.5
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.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.6
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 profit and loss account 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 profit and loss account, 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.

KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.7

Foreign currency translation

Functional and presentation currency:

The Company's functional currency is considered to be US dollars. The C ompany also uses US dollars as its presentational currency.

Transactions and balances:

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the date of the transaction.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents and all other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.

1.8

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.9

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

1.10
Reserves

The following describes the nature and purpose of each reserve within equity:

Reserve Description and purpose

Share capital Nominal value of share capital subscribed for.

Share premium Amount subscribed for share capital in excess of nominal value.

Profit and loss reserves All other net gains and losses and transactions with owners (e,g. dividends)

not recognised elsewhere.

KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
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.

Valuation and impairment of fixed asset investments

Investments are held at the transaction price less impairment. The assessment of impairment requires judgements to be made, which include the assessment of available financial information and the expected future performance of investments outside the control of the company.

As at 31 December 2025, no impairments have been recognised against investments (2024: £nil).

To estimate the fair value of the investment, management have performed an assessment of the future cash flow projections of the investments discounted back to net present value. The determination of the discount rate requires judgement and certain assumptions to be made and the net book value of the investment is highly sensitive to small changes in the discount rate.

3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
17,680
17,000
4
Employees

The Company has no employees other than the directors, who did not receive any remuneration (2024: $nil).

The average monthly number of employees, excluding directors, during the year was 0 (2024: 0)

5
Dividend income
2025
2024
$
$
Income from fixed asset investments
Income from shares in group undertakings
4,812,798
1,082,325
6
Taxation
2025
2024
$
$
Current tax
UK corporation tax on profits for the current period
-
0
50,953
KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Taxation
(Continued)
- 16 -

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
$
$
(Loss)/profit before taxation
(936,436)
1,379,819
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(234,109)
344,955
Tax effect of expenses that are not deductible in determining taxable profit
1,336,062
-
0
Change in unrecognised deferred tax assets
101,247
(22,353)
Foreign exchange differences
-
0
(1,068)
Group income
(1,203,200)
(270,581)
Taxation charge for the year
-
50,953
7
Fixed asset investments
2025
2024
Notes
$
$
Investments in subsidiaries
8
68,408,028
73,784,309
Movements in fixed asset investments
Shares in group undertakings
$
Cost
At 1 January 2025
73,784,309
Disposals
(5,376,281)
At 31 December 2025
68,408,028
Carrying amount
At 31 December 2025
68,408,028
At 31 December 2024
73,784,309
KINETICO UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Kinetico UK Limited
UK
Supply, installation and service of water purification systems.
Ordinary
100.00
Kinetico Spain, S.L.
Spain
Supply, installation and service of water purification systems.
Ordinary
100.00
Kinetico Belgium NV
Belgium
Supply, installation and service of water purification systems.
Ordinary
100.00
Kinetico Water Treatment Technology (Shanghai) Co., Ltd
China
Sales office and service company
Ordinary
100.00
9
Creditors: amounts falling due within one year
2025
2024
$
$
Trade creditors
38,341
30,878
Amounts owed to group undertakings
190,559
4,581,161
Corporation tax
-
0
50,953
228,900
4,662,992
10
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of £1 each
8,565,000
8,565,000
11,811,936
11,811,936
11
Controlling party

The immediate parent undertaking is Kinetico Inc., a company incorporated in the United States of America and the ultimate parent undertaking is Lexa Holding AB a company incorporated in Sweden. The controlling party is Antonia Margaret Axelson Johnson, by way of her majority shareholding.

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