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Registered number:
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First Water Ramsbury Limited
Company Information
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First Water Ramsbury Limited
Contents
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First Water Ramsbury Limited
Strategic Report
For the year ended 31 December 2025
First Water Ramsbury Limited is a 100% directly owned subsidiary of Gentell Snow, USA Holdco LLC.
The principal activities of the Company are the manufacture of proprietary wound care, healthcare, and consumer care products. Review of developments and performance during the year Revenue for the year ending 31 December 2025 was £10,961k (2024: £10,748k), and achieved gross profit margin of 7.7% (2024: 10.9%) and negative EBITDA margin of 4.7% (2024: negative 2.3%), with a significant projected growth in both revenue and EBITDA across the next four years, driven by new contract manufacturing opportunities and operational efficiencies. The Company delivered an operating loss in the year ending 31 December 2025 totalling £760k (2024: £457k) and the loss after tax was £852k (2024: £702k). The loss for the year primarily reflects the investments being made in additional staffing and related activities in anticipation of future growth. The figures above are seen as the key performance indicators of the business. Review of financial position at 31 December 2025 As at 31 December 2025 the Company had net assets of £2,947k (2024: £3,799k). The decrease in net assets principally reflects the loss after tax of £852k incurred during the year.
Page 1
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First Water Ramsbury Limited
Strategic Report (continued)
For the year ended 31 December 2025
The Company is a wholly owned subsidiary of Gentell Snow, USA Holdco LLC. The directors of Gentell Snow, USA Holdco LLC manage the Group's risks at a Group level rather than at an individual subsidiary level.
The key risks identified for the Company are: Economic and political risk The Company’s activities expose it to political and economic uncertainty, which affects market and financial stability. This is managed by regular risk assessments completed on macro-economic impact on key business areas, e.g. Supply Chain, Tax & People, Regulatory & Compliance requirements. The Company maintains certification to ISO 13485, the internationally recognised quality management system standard for the medical device industry, supporting patient safety, risk management and regulatory compliance. Strategic risk Innovation at competitive prices is the key to success in the advanced wound care market. Operational risk Raw material and production disruption: Key materials are dual sourced wherever possible and inventory levels are maintained at a sufficient level to prevent shortages. A close working relationship with suppliers is a key Company-wide objective. Back up tooling is held on site, machines are designed for cross-product flexibility, and operators are cross trained. The Company runs a comprehensive preventative maintenance programme for all key plant and machinery. Product failure: The Company operates a comprehensive set of quality control procedures both internally and for external suppliers. ISO 13485 is rigorously maintained in parallel with factory-wide lean manufacturing initiatives. Financial risk The Company is exposed to various financial risks: foreign exchange risk, interest rate risk and liquidity risk. Foreign exchange risk arises primarily from recognised assets and liabilities. The directors consider that there is currently no necessity for a strategy to mitigate this, as the numbers are not material to the business. As part of the wider Gentell corporate group, the Company has access to financial support from its immediate parent entity Gentell Snow, USA Holdco LLC. reducing exposure to liquidity and interest rate risk. In order to maintain liquidity and to ensure that sufficient funds are available for ongoing operations and future developments, the Company reviews its cash flow requirements on an ongoing basis. Use of intergroup borrowings is available as necessary. Environment, Health and Safety (EHS) The Health and Safety of our employees continues to be the utmost priority for the business alongside the protection of the environment in which we work. This philosophy extends to everyone who may be affected by our activities. The Company's senior managers are supported by the Group Head of EHS, to ensure that adequate resources are available to successfully deploy and measure operational health, safety and environmental improvement plans.
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First Water Ramsbury Limited
Strategic Report (continued)
For the year ended 31 December 2025
The financial KPIs for the business are outlined above in the business review.
Non-financial KPIs are monitored on a Group basis.
This report was approved by the board and signed on its behalf.
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First Water Ramsbury Limited
Directors' Report
For the year ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
The loss for the year, after taxation, amounted to £852,297 (2024 - loss £701,539).
Dividends paid during the year amount to £Nil (2024: £Nil). The directors do not recommend payment of a final dividend.
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements 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 to 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.
Matters regarding post balance sheet events and future developments have been included in the Strategic Report.
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First Water Ramsbury Limited
Directors' Report (continued)
For the year ended 31 December 2025
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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First Water Ramsbury Limited
Independent Auditors' Report to the Members of First Water Ramsbury Limited
We have audited the financial statements of First Water Ramsbury Limited (the 'Company') for the year ended 31 December 2025, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity 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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' 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.
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First Water Ramsbury Limited
Independent Auditors' Report to the Members of First Water Ramsbury Limited (continued)
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.
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.
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First Water Ramsbury Limited
Independent Auditors' Report to the Members of First Water Ramsbury Limited (continued)
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 auditors' 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:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the Company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly laws and regulations that have a direct effect on the financial statements, such as the Companies Act 2006 and pensions and tax legislation, and those fundamental to its operations, including data protection, anti-bribery and corruption, and medical device legislation and regulatory requirements in the UK, EU and applicable MDSAP jurisdictions.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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First Water Ramsbury Limited
Independent Auditors' Report to the Members of First Water Ramsbury Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 auditors' 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 auditors' 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
SK1 3GG
Page 9
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First Water Ramsbury Limited
Statement of Comprehensive Income
For the year ended 31 December 2025
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First Water Ramsbury Limited
Registered number: 04421199
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 28 form part of these financial statements.
Page 11
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First Water Ramsbury Limited
Statement of Changes in Equity
For the year ended 31 December 2025
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First Water Ramsbury Limited
Statement of Cash Flows
For the year ended 31 December 2025
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First Water Ramsbury Limited
Analysis of Net Debt
For the year ended 31 December 2025
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
First Water Ramsbury Limited is a private company limited by shares and incorporated in England and Wales, company number 04421199. The address of the registered office is Hilldrop Lane, Ramsbury, Marlborough, England, SN8 2RB. The nature of the Company's operations and its principal activities are set out in the strategic report.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts reflect anticipated revenue growth, planned price increases and operational efficiencies.
The Company is dependent on the continued support of its wider group. Gentell LLC has confirmed its intention to provide such financial support as is necessary to enable the Company to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements and has confirmed that it will not seek repayment of amounts due to group undertakings where this would prejudice the Company’s ability to meet its other liabilities. Having considered the forecasts, reasonably possible downside scenarios and the availability of group support, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting.
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Functional and presentational currency
Transactions and balances
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Company's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the statement of comprehensive income over its useful economic life. Goodwill is fully amortised.
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 ten years. Other intangible assets are fully amortised.
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Assets under construction comprise expenditure directly attributable to the construction or development of tangible fixed assets that are not yet ready for their intended use. Assets under construction are stated at cost and are not depreciated. Upon completion and when the asset is available for its intended use, the cost is transferred to the appropriate category of tangible fixed assets and depreciation commences from the date the asset is available for use, in accordance with the Company's depreciation policy.
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments as they are all considered to be basic financial instruments..
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Recognition of deferred tax assets The Company has recognised a deferred tax asset in respect of carried-forward tax losses and other timing differences. Recognition is limited to the amount that the directors consider probable to be recoverable against future taxable profits, based on the Company’s approved forecasts and expected future trading performance.
The whole of the turnover is attributable to the manufacture of proprietary wound care, healthcare, and consumer care products.
Analysis of turnover by country of destination:
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
The Company has tax losses available for offset against future taxable profits, as reflected in the deferred tax asset disclosed in note 18.
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 24
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 25
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 26
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 27
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First Water Ramsbury Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Share premium account
Other reserves
Profit and loss account
The Company operates a defined contribution pension scheme. The total expense relating to this plan in the current year was £404,030 (2024: £308,665). At the year end there was £29,640 of outstanding contributions (2024: £32,133).
The Company’s immediate parent undertaking is Gentell Snow USA Holdco LLC, incorporated in USA.
The ultimate parent undertaking and controlling party is Gentell LLC, incorporated in USA. There is no ultimate beneficial owner of Gentell LLC.
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