REGISTERED NUMBER: 11468744 (England and Wales)

Unaudited Financial Statements

for the Period 1 August 2024 to 31 January 2026

for

OPTIfarm Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr D J Speller

Mr M Obers

Mr F Eliasson

Mr M Rylander

REGISTERED OFFICE:

Lewis House

Great Chesterford Court

Great Chesterford

Essex

CB10 1PF

REGISTERED NUMBER:

11468744 (England and Wales)

FIXED ASSETS

Tangible assets

5

9,369

40,829

CURRENT ASSETS

Debtors

6

71,648

120,917

Cash at bank and in hand

11,903

220,844

83,551

341,761

CREDITORS

Amounts falling due within one year

7

887,341

667,703

NET CURRENT LIABILITIES

(803,790

)

(325,942

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(794,421

)

(285,113

)

CAPITAL AND RESERVES

Called up share capital

302

151

Share premium

3,482,709

3,482,709

Other reserves

-

1,359

Retained earnings

(4,277,432

)

(3,769,332

)

SHAREHOLDERS' FUNDS

(794,421

)

(285,113

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 January 2026.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 January 2026 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Board of Directors and authorised for issue on 15 September 2026 and were signed on its behalf by:

Mr D J Speller - Director

1.	STATUTORY INFORMATION

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

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

The Directors have assessed whether the use of the going concern basis is appropriate and have considered possible events or conditions that might cast significant doubt on the ability of the company to continue as a going concern. The Directors have made this assessment for a period of at least one year from the date of approval of the financial statements. In particular the Directors have considered the company’s forecasts and projections and have taken account of investment finance received. After making enquiries the Directors have concluded that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

As such the company can expect to be able to meet its liabilities as they fall due in the period of at least 12 months from the date of approval of these accounts. However, there can be no certainty in relation to these matters.

On this basis the Directors have concluded that the company is a going concern. The financial statements do not include any adjustments that would result from the company not being able to meet its liabilities as they fall due.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery etc

-

25% on reducing balance

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instruments.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes, in effect, a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Other financial instruments are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Convertible loans

On initial recognition, convertible loans are split into two components, one of which is recognised as a financial liability and the other is recognised as equity within other reserves.

The financial liability component is initially measured at the present value of the future payments discounted at a market rate of interest for a similar loan that is not convertible.

The financial liability component is subsequently measured at amortised cost.

The equity component is initially measured at the difference between the transaction price and the initial value of the liability component.

The equity component is not subsequently remeasured.

Where convertible loans are written off, the financial liability component and the equity component are derecognised with the balance being treated as income.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 15 (2024 - 22 ) .

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 August 2024

92,987

Additions

1,032

Disposals

(61,950

)

At 31 January 2026

32,069

DEPRECIATION

At 1 August 2024

52,158

Charge for period

8,015

Eliminated on disposal

(37,473

)

At 31 January 2026

22,700

NET BOOK VALUE

At 31 January 2026

9,369

At 31 July 2024

40,829

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

machinery

etc

£

COST

At 1 August 2024

59,773

Disposals

(59,773

)

At 31 January 2026

-

DEPRECIATION

At 1 August 2024

32,242

Charge for period

3,441

Eliminated on disposal

(35,683

)

At 31 January 2026

-

NET BOOK VALUE

At 31 January 2026

-

At 31 July 2024

27,531

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2024

£

£

Trade debtors

51,167

43,439

Other debtors

20,481

77,478

71,648

120,917

Other debtors consist of prepaid expenses of £5,980 (2024 - £4,416), accrued income of £506 (2024 - £nil), and taxes of £13,995 (2024 - £73,062).

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2024

£

£

Bank loans and overdrafts

106

-

Hire purchase contracts

-

36,720

Trade creditors

17,190

18,954

Taxation and social security

13,687

14,055

Other creditors

856,358

597,974

887,341

667,703

Other creditors consist of accrued expenses of £43,857 (2024 - £51,735), deferred income of £8,484 (2024 - £37,563), directors' loan accounts of £81 (2024 - £588), pension contributions payable of £1,533 (2024 - £1,711), employee loans of £nil (2024 - £22), convertible loan notes of £nil (2024 - £505,678), other loans of £763,793 (2024 - £nil), and inter company loans of £38,610 (2024 - £677).

8.	RELATED PARTY DISCLOSURES

HATO Agricultural Lighting BV

During the period, the company received loans amounting to £370,924 (2024 - £nil) from HATO Agricultural Lighting BV, a subsidiary of KOHoldings BV, an entity with joint control over the company. At the balance sheet date, the company owed £370,924 (2024 - £nil) to HATO Agricultural Lighting BV. This amount is shown within other creditors in these financial statements. These loans are interest free and have no fixed repayment date.

9.	POST BALANCE SHEET EVENTS

On 3 June 2026, Munters AB, a Swedish company specialising in technologies for climate optimisation, acquired 100% of the share capital of OPTIfarm Ltd.

This transaction is a non-adjusting post balance sheet event. Accordingly, no adjustments have been made to the financial statements for the period ended 31 January 2026.

10.	CONVERTIBLE LOANS

During the year ended 31 July 2024, the company issued several convertible loan notes totalling £500,000 which were accounted for using the policy as shown in note 3.

The liability component was included within other creditors, and the equity component within other reserves.

Interest on the loan note was payable at a rate of 10% per annum.

During the period ended 31 January 2026, the company issued further convertible loan notes to the value of £198,750.

On 13 February 2025, the equity in the company held by the holders of the loan notes was acquired by

Applied Holdings Ltd. Upon the acquisition, the convertible loan notes were written off by the company.

Income of £698,750 in respect of the write off of the loan notes and a further £7,037 in respect of reversal of interest previously applied to the loan notes have been included in the company's income statement for the period ended 31 January 2026.

11.	CHANGE OF YEAR END

The financial statements have been prepared for the longer period of 18 months, and therefore, the amounts presented in the financial statements (including the related notes) are not entirely comparable with the previous period of 12 months.

The company changed its reporting date in anticipation of the sale mentioned in note 10.