Company registration number 02473777 (England and Wales)
KINETICO UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
KINETICO UK LIMITED
COMPANY INFORMATION
Directors
M Nepstad
J A Caracciolo
S K Annear
(Appointed 14 October 2025)
Secretary
G R Harries
Company number
02473777
Registered office
Bridge House
Park Gate Business Centre
Park Gate
Hampshire
SO31 1FQ
Auditor
Crowe U.K. LLP
Chartered Accountants & Senior Statutory Auditor
R+ Building
2 Blagrave Street
Reading
RG1 1AZ
KINETICO UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
KINETICO UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report of Kinetico UK Limited ("the Company") for the year ended 31 December 2025.

Principal activities

Kinetico UK Limited is engaged in the sale, installation and servicing of water treatment systems across the United Kingdom. The Company operates in both the domestic and commercial water treatment markets, supplying equipment designed to improve water quality, efficiency and sustainability outcomes for customers.

The Company provides a range of products and services including water softeners, drinking water systems, filtration solutions and ongoing servicing and maintenance contracts. Revenue is generated through product sales, installation services and recurring service income.

The Company is part of the wider Kinetico Inc.

Fair review of the business

Business performance and development

During the year, the Company continued to operate in a competitive but resilient UK water treatment market. Demand remained supported by increasing consumer awareness of water quality, sustainability considerations and operational efficiency requirements within commercial environments.

The Company maintained its focus on expanding recurring service revenues alongside equipment sales, reflecting the strategic importance of long-term customer relationships and predictable income streams.

Performance during the year reflected:

- continued activity in domestic water treatment driven by replacement demand and consumer awareness;

- stable commercial sector demand, particularly within hospitality, healthcare and industrial applications;

- ongoing investment in operational capability, customer service and technical support functions.

Despite broader macroeconomic pressures affecting UK consumers and businesses, including inflationary cost pressures and cautious discretionary spending, the Company demonstrated resilience due to the essential and efficiency-enhancing nature of its products.

At the year end, the Company maintained a stable financial position supported by an established customer base, recurring service income and strong supplier relationships.

Financial position

The directors monitor profitability, cash generation and working capital management closely to ensure the Company maintains sufficient liquidity to support operations and future growth.

The Company’s financial position at the year end reflects continued trading activity and investment in operational infrastructure to support long-term growth.

Outlook

The directors remain cautiously optimistic regarding future trading prospects. Key growth drivers expected to support future performance include:

- increasing regulatory and environmental focus on water efficiency;

- growing awareness of water quality within residential markets;

- expansion of service and maintenance contracts;

- continued development of commercial sector relationships.

Economic uncertainty and cost pressures remain factors influencing customer purchasing behaviour; however, the Company’s diversified customer base and service-led model provide resilience against short-term market fluctuations.

KINETICO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

The directors consider the following to be the principal risks and uncertainties that could materially affect the Company’s performance, financial position or future prospects.

Market and economic conditions

Demand for water treatment products may be affected by changes in economic conditions, consumer confidence and commercial investment cycles.

Potential impact: Reduced equipment sales or delayed customer investment decisions.

Mitigation: The Company maintains a balanced revenue mix between domestic and commercial customers and continues to grow recurring service income, reducing reliance on one-off capital sales.

Supply chain and product availability

The Company relies on a global supply chain for equipment and components.

Potential impact: Disruption could lead to delays, increased costs or reduced product availability.

Mitigation: The Company works closely with group suppliers, maintains inventory management controls and monitors supplier performance to minimise disruption risk.

Regulatory and compliance risk

The water treatment industry operates within evolving regulatory frameworks covering water quality, environmental standards and product compliance.

Potential impact: Increased compliance costs or operational changes.

Mitigation: The Company monitors regulatory developments and maintains appropriate technical expertise and compliance procedures.

Operational and workforce risk

Delivery of installation and servicing activities depends on skilled technical personnel.

Potential impact: Recruitment or retention challenges could affect service delivery and growth.

Mitigation: The Company invests in training, workforce development and operational planning to maintain service capability.

Cost inflation

Inflationary pressures affecting labour, logistics and materials may impact margins.

Potential impact: Reduced profitability if costs cannot be recovered through pricing.

Mitigation: The Company regularly reviews pricing strategies, operational efficiency and supplier arrangements.

KINETICO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Key performance indicators (KPIs)

The directors use financial KPIs to assess the development, performance and position of the business. As a medium-sized company, non-financial KPIs are presented only where considered necessary for understanding performance.

Key measures monitored include:

Revenue growth

Measures market demand and business expansion across domestic and commercial sectors.

Operating profit

Used to assess operational efficiency and cost control.

Recurring service revenue

Tracks growth in contracted servicing and maintenance income, supporting earnings stability.

Gross margin

Monitors pricing effectiveness and cost management.

Working capital and cash generation

Ensures sufficient liquidity to support operations and investment.

The directors review these indicators regularly to evaluate performance against strategic objectives and market conditions.

Approved by the Board

The strategic report was approved by the board of directors and signed on its behalf.

.............................................
S K Annear
Director
Date: .............................................
KINETICO UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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 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 Bisset
(Resigned 31 December 2025)
M Nepstad
H M Mattissen
(Resigned 2 October 2025)
J A Caracciolo
S K Annear
(Appointed 14 October 2025)
Results and dividends

The results for the year are set out on page 9.

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

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.

On behalf of the board
S K Annear
Director
31 July 2026
KINETICO UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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). 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- 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.

KINETICO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINETICO UK LIMITED
- 6 -
Opinion

We have audited the financial statements of Kinetico UK Limited (the 'company') for the year ended 31 December 2025, which comprise the statement of income and retained earnings, the statement of financial position 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 company's affairs as at 31 December 2025 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 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 our 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 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINETICO UK LIMITED
- 7 -

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 for the preparation of the financial statements

As explained more fully in the directors' responsibilities statement set out on page 5, 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 and revenue recognition. 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.

Our audit procedures to respond to revenue recognition risks included sample testing a sample of income across the year to agree to supporting documentation, and reviewing income received either side of the year end to ensure this has been recognised correctly.

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.

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.

KINETICO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINETICO UK LIMITED
- 8 -

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 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
£
£
Turnover
3
14,040,877
12,297,689
Cost of sales
(7,241,145)
(6,322,407)
Gross profit
6,799,732
5,975,282
Administrative expenses
(6,295,658)
(5,287,109)
Operating profit
4
504,074
688,173
Interest receivable and similar income
7
-
0
1,186
Profit before taxation
504,074
689,359
Tax on profit
8
(187,053)
(286,367)
Profit for the financial year
317,021
402,992
KINETICO UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
2,416,667
2,706,667
Other intangible assets
10
521,235
500,864
Total intangible assets
2,937,902
3,207,531
Tangible assets
11
254,489
349,237
3,192,391
3,556,768
Current assets
Stocks
12
2,126,587
1,195,710
Debtors
13
2,365,102
2,780,471
Cash at bank and in hand
1,632,804
1,103,033
6,124,493
5,079,214
Creditors: amounts falling due within one year
14
(2,169,821)
(1,826,541)
Net current assets
3,954,672
3,252,673
Total assets less current liabilities
7,147,063
6,809,441
Provisions for liabilities
15
(123,845)
(103,244)
Net assets
7,023,218
6,706,197
Capital and reserves
Called up share capital
17
4,727,341
4,727,341
Profit and loss reserves
2,295,877
1,978,856
Total equity
7,023,218
6,706,197
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:
S K Annear
Director
Company Registration No. 02473777
The notes on pages 12 to 24 form part of these financial statements.
KINETICO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
754,013
1,809,360
2,563,373
Year ended 31 December 2024:
Profit and total comprehensive income
-
402,992
402,992
Issue of share capital
3,973,328
-
3,973,328
Dividends
9
-
(233,496)
(233,496)
Balance at 31 December 2024
4,727,341
1,978,856
6,706,197
Year ended 31 December 2025:
Profit and total comprehensive income
-
317,021
317,021
Balance at 31 December 2025
4,727,341
2,295,877
7,023,218
KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

Kinetico UK 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, Hampshire, 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 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.

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 exemptions from the following disclosure requirements:

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

- Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

1.2
Going concern

The directors continue to closely monitor the potential impact of true the current economic environment on the 2025 financial results and have undertaken a detailed risk assessment to reverse stress-test the 202 6 budget and cash-flow expectations, including four different hypothetical risk scenarios. These scenarios included modelling hypothetical volume downturns due to customer loss, the shut-down of a whole business division as well as hypothetical supply chain price increases above and beyond the prevailing inflation rate. While the directors do not foresee that any of these risk scenarios is likely to occur, the resultant cash-flow impact of each scenario is such that the business would maintain adequate cash reserves and financial resources to continue as a going concern until at least July 2027.

Based on the above, the directors have a reasonable expectation that the Company will continue operations and meet its liabilities as they fall due until at least July 2027 or a period of at least one year from the date of signing these accounts. Accordingly, they continue to adopt the going concern basis in preparing the Company’s financial statements.

1.3
Revenue

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. The following criteria must also be met before revenue is recognised:

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer;

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.5
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangi b le assets are amortised on a straight line basis over their estimated useful lives. The carrying value of intangibles is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed 10 years.

The estimated useful lives range as follows:

Computer software
33% straight line
Patents & licences
20% straight line
Website development
33% straight line
Customer database
50% straight line or 33% straight line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The carrying value of tangible fixed assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

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

Leasehold property
over the term of the lease
Plant and equipment
25% straight line
Fixtures and fittings
25% reducing balance or 33% straight line
Motor vehicles
over the term of the vehicle lease

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 profit or loss.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit and loss.

1.8
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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.9
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 (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 Income and Retained Earnings.
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 Statement of Financial Position 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.

KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
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.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities 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.

1.10
Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

1.11
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.

KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
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.

1.12
Provisions

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Income and Retained Earnings in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

1.13
Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Income and Retained Earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

1.14

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight line basis over the lease term.

KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
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.

Intangible assets and goodwill

The group’s management has determined the estimated useful lives of intangible assets by exercising judgement over their intended use, market relevance and commercialisation. Management has set the useful life of goodwill at the presumed figure of 10 years, on the basis that a reliable estimate of their useful lives was not available.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
11,829,588
10,532,792
Rendering of services
2,211,289
1,764,897
14,040,877
12,297,689
2025
2024
£
£
Turnover analysed by geographical market
UK
13,898,488
12,163,701
Europe
142,389
133,988
14,040,877
12,297,689
2025
2024
£
£
Other revenue
Interest income
-
1,186
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
50,000
48,000
Depreciation of owned tangible fixed assets
154,140
172,039
Loss/(profit) on disposal of tangible fixed assets
7,715
(198)
Amortisation of intangible assets
414,915
264,470
Operating lease charges
669,373
627,130
KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
5
Employees

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

2025
2024
Number
Number
Technicians
29
23
Admin
11
8
Sales
36
30
Total
76
61

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,585,448
3,017,207
Social security costs
423,920
297,873
Pension costs
128,973
99,207
4,138,341
3,414,287
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
605,638
485,472
Company pension contributions to defined contribution schemes
18,605
20,566
624,243
506,038
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
343,862
211,081
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
-
0
1,186
KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
166,452
229,205
Adjustments in respect of prior periods
-
0
11,948
Total UK current tax
166,452
241,153
Foreign current tax on profits for the current period
-
0
24,396
Total current tax
166,452
265,549
Deferred tax
Origination and reversal of timing differences
20,601
20,818
Total tax charge
187,053
286,367

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

2025
2024
£
£
Profit before taxation
504,074
689,359
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
126,019
172,340
Tax effect of expenses that are not deductible in determining taxable profit
-
0
7,352
Adjustments in respect of prior years
-
0
11,928
Group relief
(70,701)
-
0
Fixed asset differences
131,735
94,642
Other tax adjustments, reliefs and transfers
-
0
105
Taxation charge for the year
187,053
286,367
9
Dividends
2025
2024
£
£
Final paid
-
0
233,496
KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
10
Intangible fixed assets
Goodwill
Computer software
Patents & licences
Customer database
Total
£
£
£
£
£
Cost
At 1 January 2025
2,900,000
595,593
12,000
672,337
4,179,930
Additions
-
0
75,536
-
0
114,026
189,562
Disposals
-
0
-
0
-
0
(158,919)
(158,919)
Transfers
-
0
16,440
-
0
(16,440)
-
0
At 31 December 2025
2,900,000
687,569
12,000
611,004
4,210,573
Amortisation and impairment
At 1 January 2025
193,333
502,407
2,000
274,659
972,399
Amortisation charged for the year
290,000
38,730
2,400
83,785
414,915
Disposals
-
0
-
0
-
0
(114,643)
(114,643)
At 31 December 2025
483,333
541,137
4,400
243,801
1,272,671
Carrying amount
At 31 December 2025
2,416,667
146,432
7,600
367,203
2,937,902
At 31 December 2024
2,706,667
93,186
10,000
397,678
3,207,531
11
Tangible fixed assets
Land and buildings (Leasehold)
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
593,535
161,687
654,724
93,881
1,503,827
Additions
-
0
5,491
39,898
24,214
69,603
Disposals
(3,236)
-
0
(3,946)
(7,819)
(15,001)
At 31 December 2025
590,299
167,178
690,676
110,276
1,558,429
Depreciation and impairment
At 1 January 2025
447,349
144,028
521,551
41,662
1,154,590
Depreciation charged in the year
71,806
5,402
51,969
24,963
154,140
Eliminated in respect of disposals
(864)
-
0
(2,033)
(1,893)
(4,790)
At 31 December 2025
518,291
149,430
571,487
64,732
1,303,940
Carrying amount
At 31 December 2025
72,008
17,748
119,189
45,544
254,489
At 31 December 2024
146,186
17,659
133,173
52,219
349,237
KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Stocks
2025
2024
£
£
Finished goods and goods for resale
2,126,587
1,195,710

Stock recognised in cost of sales during the year as an expense was £5,225,018 (2024: £5,167,784).

An impairment loss of £104,143 (2024: gain of £6,345) was recognised in cost of sales against stock during the year due to slow-moving stock.

13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
875,160
1,341,124
Corporation tax recoverable
109,543
-
0
Amounts owed by group undertakings
318,749
842,819
Other debtors
505,034
76,637
Prepayments and accrued income
437,352
400,627
2,245,838
2,661,207
2025
2024
Amounts falling due after more than one year:
£
£
Other debtors
119,264
119,264
Total debtors
2,365,102
2,780,471

Amounts owed by group undertakings are paid on standard trade terms.

14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
261,555
227,705
Amounts owed to group undertakings
-
0
4,635
Corporation tax
-
0
11,342
Other taxation and social security
688,146
584,969
Other creditors
622,435
397,234
Accruals and deferred income
597,685
600,656
2,169,821
1,826,541

Amounts owed to group undertakings are paid on standard trade terms.

KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
15
Deferred taxation

The following are the deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
127,175
107,495
Other timing differences
(3,330)
(4,251)
123,845
103,244
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
128,973
99,207

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,727,341
4,727,341
4,727,341
4,727,341
KINETICO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Operating lease commitments
Lessee

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

2025
2024
£
£
Land and buildings
Less than one year
308,077
386,591
Two to five years
1,010,082
1,201,505
In over five years
175,707
409,983
1,493,866
1,998,079
Other
Less than one year
158,345
128,323
Two to five years
281,673
99,825
440,018
228,148
Total
Less than one year
466,422
514,914
Two to five years
1,291,755
1,301,330
In over five years
175,707
409,983
1,933,884
2,226,227
20
Controlling party

The immediate parent undertaking is Kinetico UK Holdings Limited incorporated in United Kingdom and the ultimate parent undertaking is Lexa Holding AB a company incorporated in Sweden.

The smallest group consolidation to include the Company is Kinetico Incorporated, a company registered in the United States of America (Accounts are available at the company's registered address: 10845 Kinsman Road, Newbury, OH 44065, USA).

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