Fluence Investments Ltd. - Accounts to registrar (filleted)

REGISTERED NUMBER: 09828036 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

FLUENCE INVESTMENTS LTD.

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Director:

Mr S D Smith

Secretary:

Elemental Company Secretary Limited

Registered office:

27 Old Gloucester Street

London

WC1N 3AX

Registered number:

09828036 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

FIXED ASSETS

Investments

4

1,326,791

1,323,791

CURRENT ASSETS

Debtors

5

719

-

Cash at bank

3,348

2,142

4,067

2,142

CREDITORS

Amounts falling due within one year

6

(4,504,311

)

(4,470,489

)

NET CURRENT LIABILITIES

(4,500,244

)

(4,468,347

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,173,453

)

(3,144,556

)

CAPITAL AND RESERVES

Called up share capital

624,000

Other reserves

5,000

Retained earnings

(3,802,453

)

(3,773,556

)

SHAREHOLDERS' FUNDS

(3,173,453

)

(3,144,556

)

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

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 3 September 2026 and were signed by:

Mr S D Smith - Director

1.	STATUTORY INFORMATION

Fluence Investments Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest dollar ($)

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Fluence Investments Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less provision for impairment.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

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 initially recognised at transaction price.

Foreign currencies

Assets and liabilities in foreign currencies are translated into US dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

The company has incurred losses of $28,897 (2024: $169,078) and has net liabilities of $3,173,453 (2024: $3,144,556) and is reliant on group entities providing the finance necessary for it to meet its obligations as they fall due. The director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The director has also obtained a support letter from the parent company providing support for a period of at least 12 months from the date of approval of these financial statements. The director therefore continues to adopt the going concern basis of accounting in preparing these financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

$

Cost

At 1 January 2025

1,749,791

Additions

3,000

At 31 December 2025

1,752,791

Provisions

At 1 January 2025

and 31 December 2025

426,000

Net book value

At 31 December 2025

1,326,791

At 31 December 2024

1,323,791

The company holds 99.997% of the variable capital of RWL DESAL Holdings S. De R.L. De C.V., a company incorporated in Mexico.

The company holds 99.997% of the share capital of Fluence Water Philippines, Inc., a company incorporated in Singapore.

The company holds 100% of the share capital of Fluence Water Singapore Pte. Ltd., a company incorporated in Singapore.

The company also holds 100% of the share capital of Fluence Taiwan Ltd., a company incorporated in Taiwan.

Finally, the company holds 87% of the share capital of Fluence Colombia S.A.S., a company incorporated in Colombia.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

Other debtors

719

-

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

Trade creditors

719

-

Amounts owed to group undertakings

4,382,600

4,354,600

Other creditors

120,992

115,889

4,504,311

4,470,489

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

8.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

9.	POST BALANCE SHEET EVENTS

On 15 August 2025, the company's subsidiary, RWL Desal Holdings S. De R.L. De C.V., entered into a Stock Purchase Agreement for the sale of its shareholding in Desaladora Kenton, S.A. de C.V. At the year end, the sale was still being finalised. Proceeds from the sale are expected to be received in 2026.

10.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is considered to be Fluence Corporation Limited, a company incorporated in Australia and listed on the Australian Securities Exchange. Their registered office is Suite 2, Level 11, 385 Bourke Street, Melbourne, Victoria 3000, Australia. Copies of the consolidated group financial statements can be obtained from www.fluencecorp.com.

The director considers there to be no one ultimate controlling party.