Company registration number 08925637 (England and Wales)
R.S. AQUA HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
The Granary
Hones Yard
1 Waverley Lane
Farnham
Surrey
GU9 8BB
R.S. AQUA HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Directors' report
2
Balance sheet
3
Notes to the financial statements
4 - 9
R.S. AQUA HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr M. M. Stemp
Mr Anton Van Heerden
Mr Atle Lohrmann
Company number
08925637
Registered office
The Granary
Hones Yard
1 Waverley Lane
Farnham
Surrey
GU9 8BB
Auditor
Armstrong Watson Audit Limited
Montgomery Way
Rosehill
Carlisle
Cumbria
CA1 2UU
R.S. AQUA 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.

Directors

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

Mr M. M. Stemp
Mr Anton Van Heerden
Mr Atle Lohrmann
Post reporting date events

Subsequent to the year end, the Company’s ultimate parent company, General Oceans AS, has announced plans to publicly list on Euronext Oslo Børs in Q1 2026. As this event occurred after the reporting date, it is a non adjusting event and does not affect the amounts recognised in these financial statements.

 

The directors have considered the company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. Subsequent to the reporting date, the directors have commenced discussions regarding a potential group reorganisation which may result in the Company being struck off the register within the next twelve months. At the date of approval of these financial statements, no formal professional advice has been obtained and no final decision has been made in relation to the structure or timing of the reorganisation. Accordingly, while the directors consider it appropriate to prepare the financial statements on a going concern basis, these matters indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Auditor

Armstrong Watson were appointed as auditors during the year. The auditors are deemed to be re-appointed under section 487 (2) of the Companies Act 2006.

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.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr M. M. Stemp
Director
18 May 2026
R.S. AQUA HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 3 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
3
2,280,724
2,280,724
Current assets
Debtors
4
416,782
-
0
Cash at bank and in hand
-
0
416,263
416,782
416,263
Creditors: amounts falling due within one year
5
(1,001)
(2,238)
Net current assets
415,781
414,025
Net assets
2,696,505
2,694,749
Capital and reserves
Called up share capital
7
1
1
Share premium account
33,649
33,650
Profit and loss reserves
2,662,855
2,661,098
Total equity
2,696,505
2,694,749

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 18 May 2026 and are signed on its behalf by:
Mr M. M. Stemp
Director
Company registration number 08925637 (England and Wales)
R.S. AQUA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information

R.S. Aqua Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Granary, Hones Yard, 1 Waverley Lane, Farnham, Surrey, GU9 8BB.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The comparative figures represent a 16 month period of account from 1st September 2023 to 31st December 2024.

1.2
Going concern

The directors have considered the company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. Subsequent to the reporting date, the directors have commenced discussions regarding a potential group reorganisation which may result in the Company being struck off the register within the next twelve months. At the date of approval of these financial statements, no formal professional advice has been obtained and no final decision has been made in relation to the structure or timing of the reorganisation. Accordingly, while the directors consider it appropriate to prepare the financial statements on a going concern basis, these matters indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.true

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

R.S. AQUA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash and cash equivalents

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

1.5
Financial instruments

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

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

R.S. AQUA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.6
Equity instruments

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

1.7
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.

1.8
Foreign exchange

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

R.S. AQUA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2
Employees

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

2025
2024
Number
Number
Total
1
1
3
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
2,280,724
2,280,724
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
416,782
-
0
5
Creditors: amounts falling due within one year
2025
2024
£
£
Taxation and social security
101
1,328
Other creditors
900
910
1,001
2,238

HSBC UK Bank plc hold a fixed and floating charge over the assets of the company.

R.S. AQUA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
6
Share-based payment transactions

The Company operated an Enterprise Management Incentive (EMI) share option scheme for an employee. During the previous financial year, and total of 50 EMI share options were exercised at an exercise price of £673 per share. This resulted in an increase in share capital of £0.05 and a corresponding increase in share premium of £33,650.

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
-
0
50
-
0
33,650.00
Exercised
-
0
(50)
0
-
0
33,650.00
Outstanding at 31 December 2025
-
0
-
0
-
0
-
0
Exercisable at 31 December 2025
-
0
-
0
-
0
-
0
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £0.001 each of 0.1p each
1,000
1,000
1
1
Ordinary A shares of £0.001 each of 0.1p each
50
50
-
0
-
0
8
Audit report information

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

The auditor's report was unqualified.

Statutory Auditor:
Lauren Graham of Armstrong Watson Audit Limited
Date of audit report:
19 May 2026
9
Events after the reporting date

Subsequent to the year end, the Company’s ultimate parent company, General Oceans AS, has announced plans to publicly list on Euronext Oslo Børs in Q1 2026. As this event occurred after the reporting date, it is a non adjusting event and does not affect the amounts recognised in these financial statements. No other material post balance sheet events have occurred

R.S. AQUA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
10
Parent company

During the period 100% of the share capital of the company was acquired by General Oceans UK Holdings Limited, a company incorporated in England and Wales.

 

The ultimate parent company is General Oceans AS, a company incorporated in Norway.

 

The ultimate controlling party is Atle Lohrmann by virtue of his shareholding in the group.

11
Related party transactions

The company has taken advantage of the exemption available under Section 33 of FRS 102 and has therefore not disclosed transactions with wholly owned members of the group.

 

The company is a wholly owned subsidiary of its parent undertaking and is included in the consolidated financial statements of the parent. In the opinion of the directors, the company is exempt from the requirement to disclose related party transactions with other wholly owned group undertakings in accordance with Section 33.1A of FRS 102. Transactions with related parties outside of the wholly owned group, if any, are disclosed separately in these financial statements.

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