Company registration number 12232606 (England and Wales)
H2O Innovation UK Holding Limited
Annual report and financial statements
For the year ended 31 December 2025
H2O Innovation UK Holding Limited
Company Information
Directors
Mr M Blanchet
Mr F Dugré
Mr G Clairet-Baril
Mrs É Allain
Mr Nicholas Davenport
(Appointed 29 December 2025)
Secretary
Mrs É Allain
Company number
12232606
Registered office
The Glades
Festival Way
Festival Park
Stoke On Trent
Staffordshire
United Kingdom
ST1 5SQ
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
H2O Innovation UK Holding Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 34
H2O Innovation UK Holding Limited
Strategic report
For the year ended 31 December 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
On 17 December 2024, H2O Innovation Europe, S.L.U., and H2O Innovation Inc. (Canada), entered into a share purchase-sale agreement, in which the seller transferred to the buyer its shares representing 99.99% of the share capital of Genesys M.P. Latinoamerica Ltda., with registered office in Santiago, Chile, engaged in water treatment chemicals wholesaling.
On September 4, 2025, the Corporation acquired all of the issued and outstanding common shares of Lama Sistemas de Filtrados, S.L. Unipersonal and Fernando Lama, S.L. Unipersonal (collectively referred to as “Lama”), two Spanish water filtration system manufacturers. Lama built its reputation on advanced backwashable filters for suspended solids removal. Its expertise and product range, spanning manual to fully automatic systems, make it a trusted supplier across municipal, industrial, and agricultural markets. By integrating Lama’s portfolio, H2O Innovation expands its ability to serve original equipment manufacturers (OEMs) and engineering firms worldwide with a broader suite of pretreatment solutions for ultrafiltration and reverse osmosis systems. The effective date of the acquisition is September 4, 2025.
Throughout the year ended 31 December 2025, we have continued to see strong levels of sales, with continuing turnover increasing from £29m in 2024 to £37m in 2025, which has been achieved by expanding our efforts through various distributors outside of the UK & the Lama acquisition.
The total cost of sales increased by 4% in 2025, which is mostly explained by the addition of Lama and foreign exchange impact
Administrative expenses increased from £14m in 2024 to £17m in 2025 which is in line with the increase in turnover, and as a result of the Lama acquisition in the year.
Cash balances have also increased in the group from CAD 1.7m to CAD 2.7m. The main reasons for this relate to the cash generated from operations and the addition of Lama.
Creditors increased from £5m to £16m in the year. The largest factor is a £7.5m loan from H2O Innovation Inc. (Canada) to H2O Innovation UK Holding Limited to assist with the Lama acquisition in the year.
Principal risks and uncertainties
The group’s strategy includes identifying and mitigating potential threats to the financial health of the business. These are regularly assessed, with the following being considered the principal risks that are faced by the group:
Foreign currency risk
The group’s presentational currency is in CAD$, however it regularly trades within the UK in GBP£ and outside the UK in CAD$, USD$, CLP$ and EUR€. The group does not hedge transactions, however mitigates any risks posed by purchasing in the same currency it sells. This group is also part of the wider H2O group, that carries a global presence and so is able to take advantage of this where possible.
Market competition
We consider market competition a risk for the group, however the group holds the intellectual property behind specific products and also aims to build strong customer relationships, mitigating this threat.
H2O Innovation UK Holding Limited
Strategic report (continued)
For the year ended 31 December 2025
- 2 -
Key performance indicators
The directors assess the financial performance of the group by reviewing key financial benchmarks.
Operating profit is the chosen benchmark which in the directors’ opinions, best reflects the performance of the business during the period. Operating profit for the current period to December 2025 is CAD 5.99m and is an increase on the previous period of CAD 1.18m.
Gross profit margin is another benchmark, and has increased by 3%, from December 2024 at 59% to December 2025 at 62%. The reasons for this increase can be attributed to the addition of LAMA and the increase in gross profit margin of the subsidiary H2O Innovation UK Limited.
Other information and explanations
Future developments
The group continues to focus on the growth of the overseas customer base. The group hope to achieve this by continuing to invest in its employees, with both recruitment and retention.
Mr M Blanchet
Director
17 September 2026
H2O Innovation UK Holding Limited
Directors' report
For the year ended 31 December 2025
- 3 -
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 an investment holding company.
The principal activity of the group continued to be that of the development, manufacture and sale of industrial water treatment chemicals.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid by the group amounting to CAD 3,096,307. The directors do not recommend payment of a further dividend.
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 Blanchet
Mr F Dugré
Mr G Clairet-Baril
Mrs É Allain
Mr Nicholas Davenport
(Appointed 29 December 2025)
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
H2O Innovation UK Holding Limited
Directors' report (continued)
For the year ended 31 December 2025
- 4 -
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 auditor of the company 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 auditor of the company is aware of that information.
On behalf of the board
Mr M Blanchet
Mr F Dugré
Director
Director
15 September 2026
H2O Innovation UK Holding Limited
Independent auditor's report
To the members of H2O Innovation UK Holding Limited
- 5 -
Opinion
We have audited the financial statements of H2O Innovation UK Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 state of the group's and the parent company's affairs as at 31 December 2025 and of the group's 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.
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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's and parent 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 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.
H2O Innovation UK Holding Limited
Independent auditor's report (continued)
To the members of H2O Innovation UK Holding Limited
- 6 -
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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
As explained more fully in the directors' responsibilities statement, 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 group's and parent 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 group or parent 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
H2O Innovation UK Holding Limited
Independent auditor's report (continued)
To the members of H2O Innovation UK Holding Limited
- 7 -
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company and group through discussions with directors and other management, and from our commercial knowledge and experience of the company and group;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation; and
reviewing correspondence with HMRC and the company and group’s legal advisors;
reviewing compliance with international export and trade regulations; and
performing a review of legal and professional fees.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
H2O Innovation UK Holding Limited
Independent auditor's report (continued)
To the members of H2O Innovation UK Holding Limited
- 8 -
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Nicola Johnson (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited, Statutory Auditor
Accountants
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
21 September 2026
H2O Innovation UK Holding Limited
Group Profit and loss account
For the year ended 31 December 2025
- 9 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2025
operations
operations
2024
Notes
CAD
CAD
CAD
CAD
CAD
CAD
Turnover
3
36,761,559
-
36,761,559
28,735,413
3,769,603
32,505,016
Cost of sales
(13,994,212)
-
(13,994,212)
(10,858,348)
(2,611,024)
(13,469,372)
Gross profit
22,767,347
-
22,767,347
17,877,065
1,158,579
19,035,644
Administrative expenses
(17,149,640)
-
(17,149,640)
(13,559,416)
(660,729)
(14,220,145)
Other operating income
3,133
-
3,133
2,838
-
2,838
Operating profit
4
5,620,840
-
5,620,840
4,320,487
497,850
4,818,337
Interest receivable and similar income
6
3,341
-
3,341
49,000
-
49,000
Interest payable and similar expenses
7
(1,495,924)
-
(1,495,924)
(1,555,882)
(20,748)
(1,576,630)
Amounts written off investments
8
-
-
-
-
(82,550)
(82,550)
Profit before taxation
4,128,257
-
4,128,257
2,813,605
394,552
3,208,157
Tax on profit
9
(1,579,570)
-
(1,579,570)
(989,869)
(487,097)
(1,476,966)
Profit for the financial year
23
2,548,687
-
2,548,687
1,823,736
(92,545)
1,731,191
Profit for the financial year is all attributable to the owner of the parent company.
H2O Innovation UK Holding Limited
Group statement of comprehensive income
For the year ended 31 December 2025
- 10 -
2025
2024
CAD
CAD
Profit for the year
2,548,687
1,731,191
Other comprehensive income
Currency translation gain taken to retained earnings
782,839
1,408,939
Other comprehensive income for the year
782,839
1,408,939
Total comprehensive income for the year
3,331,526
3,140,130
Total comprehensive income for the year is all attributable to the owner of the parent company.
H2O Innovation UK Holding Limited
Group Balance sheet
As at 31 December 2025
31 December 2025
- 11 -
2025
2024
Notes
CAD
CAD
CAD
CAD
Fixed assets
Goodwill
11
31,404,689
26,090,276
Other intangible assets
11
77,757
71,696
Total intangible assets
31,482,446
26,161,972
Tangible assets
12
2,758,001
2,568,097
34,240,447
28,730,069
Current assets
Stocks
15
3,822,314
2,786,032
Debtors
16
11,727,311
10,823,767
Cash at bank and in hand
2,659,586
1,652,249
18,209,211
15,262,048
Creditors: amounts falling due within one year
17
(15,828,114)
(4,526,420)
Net current assets
2,381,097
10,735,628
Total assets less current liabilities
36,621,544
39,465,697
Creditors: amounts falling due after more than one year
18
(24,510,814)
(27,555,500)
Provisions for liabilities
Deferred tax liability
20
440,520
475,206
(440,520)
(475,206)
Net assets
11,670,210
11,434,991
Capital and reserves
Called up share capital
22
1,831
1,831
Share premium account
23
11,871,598
11,871,598
Profit and loss reserves
23
(203,219)
(438,438)
Total equity
11,670,210
11,434,991
H2O Innovation UK Holding Limited
Group Balance sheet (continued)
As at 31 December 2025
31 December 2025
- 12 -
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 17 September 2026 and are signed on its behalf by:
17 September 2026
Mr M Blanchet
Mr F Dugré
Director
Director
Company registration number 12232606 (England and Wales)
H2O Innovation UK Holding Limited
Company Balance Sheet
As at 31 December 2025
31 December 2025
- 13 -
2025
2024
Notes
CAD
CAD
CAD
CAD
Fixed assets
Investments
13
54,691,238
47,118,598
Current assets
Debtors
16
768,035
308,545
Cash at bank and in hand
10,758
14,826
778,793
323,371
Creditors: amounts falling due within one year
17
(11,863,647)
(3,928,223)
Net current liabilities
(11,084,854)
(3,604,852)
Total assets less current liabilities
43,606,384
43,513,746
Creditors: amounts falling due after more than one year
18
(24,384,287)
(27,555,500)
Net assets
19,222,097
15,958,246
Capital and reserves
Called up share capital
22
1,831
1,831
Share premium account
23
11,871,598
11,871,598
Profit and loss reserves
23
7,348,668
4,084,817
Total equity
19,222,097
15,958,246
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the period was CAD 6,360,158 (2024 - CAD 6,462,192).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 17 September 2026 and are signed on its behalf by:
17 September 2026
Mr M Blanchet
Mr F Dugré
Director
Director
Company registration number 12232606 (England and Wales)
H2O Innovation UK Holding Limited
Group statement of changes in equity
For the year ended 31 December 2025
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
CAD
CAD
CAD
CAD
Balance at 1 January 2024
1,678
11,247,917
1,840,324
13,089,919
Year ended 31 December 2024:
Profit for the year
-
-
1,731,191
1,731,191
Other comprehensive income:
Currency translation differences
-
-
1,408,939
1,408,939
Total comprehensive income
-
-
3,140,130
3,140,130
Issue of share capital
22
153
623,681
-
623,834
Dividends
10
-
-
(5,418,892)
(5,418,892)
Balance at 31 December 2024
1,831
11,871,598
(438,438)
11,434,991
Year ended 31 December 2025:
Profit for the year
-
-
2,548,687
2,548,687
Other comprehensive income:
Currency translation differences
-
-
782,839
782,839
Total comprehensive income
-
-
3,331,526
3,331,526
Dividends
10
-
-
(3,096,307)
(3,096,307)
Balance at 31 December 2025
1,831
11,871,598
(203,219)
11,670,210
H2O Innovation UK Holding Limited
Company statement of changes in equity
For the year ended 31 December 2025
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
CAD
CAD
CAD
CAD
Balance at 1 January 2024
1,678
11,247,917
2,841,545
14,091,140
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
6,462,192
6,462,192
Issue of share capital
22
153
623,681
-
623,834
Dividends
10
-
-
(5,218,920)
(5,218,920)
Balance at 31 December 2024
1,831
11,871,598
4,084,817
15,958,246
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
6,360,158
6,360,158
Dividends
10
-
-
(3,096,307)
(3,096,307)
Balance at 31 December 2025
1,831
11,871,598
7,348,668
19,222,097
H2O Innovation UK Holding Limited
Group statement of cash flows
For the year ended 31 December 2025
- 16 -
2025
2024
Notes
CAD
CAD
CAD
CAD
Cash flows from operating activities
Cash generated from operations
30
9,015,634
8,078,549
Income taxes paid
(867,129)
(1,864,826)
Net cash inflow from operating activities
8,148,505
6,213,723
Investing activities
Proceeds from disposal of business (net of cash)
-
(220,188)
Purchase of intangible assets
(11,357)
(5,951)
Purchase of tangible fixed assets
(447,904)
(1,462,917)
Proceeds from disposal of tangible fixed assets
(3,618)
-
Purchase of subsidiaries, net of cash acquired
(7,030,430)
-
Interest received
3,341
49,000
Net cash used in investing activities
(7,489,968)
(1,640,056)
Financing activities
Movement in net debt
(3,173,604)
1,072,503
Proceeds from borrowings
7,517,447
-
Repayment of borrowings
(87,399)
-
Interest paid
(1,495,924)
(1,576,630)
Dividends paid to equity shareholders
(3,096,307)
(5,418,892)
Net cash used in financing activities
(335,787)
(5,923,019)
Net increase/(decrease) in cash and cash equivalents
322,750
(1,349,352)
Cash and cash equivalents at beginning of year
1,652,249
3,105,735
Effect of foreign exchange rates
684,587
(104,134)
Cash and cash equivalents at end of year
2,659,586
1,652,249
H2O Innovation UK Holding Limited
Notes to the group financial statements
For the year ended 31 December 2025
- 17 -
1
Accounting policies
Company information
H2O Innovation UK Holding Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Glades, Festival Way, Festival Park, Stoke on Trent, Staffordshire, ST1 5SQ.
The group consists of H2O Innovation UK Holding Limited and all of its subsidiaries.
The group has sites in the United Kingdom and Spain, so its principal places of business are:
- 3a Aston Way, Middlewich, Cheshire, United Kingdom, CW10 0HS
- Calle Londres, 38, Las Rozas (Madrid), Spain
- Calle de La Santa Maria, No 8, C.P. 41.130 LA Peubla del Rio, Sevilla, Spain
1.1
Basis of preparation
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 Canadian Dollars ("CAD"), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest CAD.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company H2O Innovation UK Holding Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Revenue
Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business 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 between 5 and 15 years.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 19 -
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Software
20% and 33.33% per annum on cost
Patents & licences
20% per annum on cost
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
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 improvements
10% per annum on cost
Plant and equipment
10% to 50% per annum on cost
Fixtures and fittings
10% to 50% per annum on cost
Computers
25% to 50% per annum on cost
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 recognised in the profit and loss account.
1.9
Fixed asset investments
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 20 -
Stock cost is calculated using the weighted average method.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and cash at bank.
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, loans to fellow group companies 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.
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 group 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.
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 group after deducting all of its liabilities.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 21 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
Equity instruments issued by the group 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 group.
1.15
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 group’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 if, and only if, there is 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.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 22 -
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.19
Foreign exchange
Transactions in currencies other than Canadian Dollars 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.
The financial statements of subsidiaries with a functional currency other than the presentation currency, Canadian Dollars, were translated to Canadian Dollars using the following methods:
- The assets and liabilities of subsidiaries at the balance sheet date were translated at the exchange rate at the period end date;
- The income and expenditure of the subsidiaries were translated using the average exchange rates for the period;
- Any remaining exchange rate variances are recognised separately within Other Comprehensive Income.
2
Judgements and key sources of estimation uncertainty
In the application of the group’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.
Critical judgements in applying the Group's accounting policies
In the director's opinion there are no critical judgements, apart from those involving estimations (dealt with separately below), that they have made in applying group's accounting policies and that have had a significant effect on the amounts recognised in the financial statements.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Amortisation rates and estimated useful life of goodwill
Goodwill has been recognised on acquisitions made in current and prior periods. Management have estimated the useful economic life of goodwill based on the time period over which ongoing benefits and cash flows are anticipated from the acquired customer relationships, trademarks and non-compete arrangements of the businesses acquired. Uncertainties in these estimates relate to the actual economic useful life of the goodwill.
3
Turnover and other revenue
2025
2024
CAD
CAD
Turnover analysed by geographical market
United Kingdom
1,946,885
1,781,469
Europe
10,710,305
7,743,096
Rest of the World
24,104,369
22,980,451
36,761,559
32,505,016
2025
2024
CAD
CAD
Other revenue
Interest income
3,341
49,000
4
Operating profit
2025
2024
CAD
CAD
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(213,540)
198,985
Fees payable to the group's auditor for the audit of the group's financial statements
39,503
33,019
Depreciation of owned tangible fixed assets
506,618
603,721
Loss on disposal of tangible fixed assets
3,618
95,258
Amortisation of intangible assets
3,116,723
2,553,491
Operating lease charges
961,783
866,234
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 24 -
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Office
20
13
-
-
Sales / Innovation
11
5
-
-
Production / Warehouse / Laboratory
40
41
-
-
Total
71
59
0
0
Their aggregate remuneration comprised:
Group
Company
2025
2024
2025
2024
CAD
CAD
CAD
CAD
Wages and salaries
6,473,144
5,199,609
Social security costs
1,146,602
1,050,601
-
-
Pension costs
121,778
142,423
7,741,524
6,392,633
6
Interest receivable and similar income
2025
2024
CAD
CAD
Interest income
Interest on bank deposits
2,191
47,356
Other interest income
1,150
1,644
Total income
3,341
49,000
7
Interest payable and similar expenses
2025
2024
CAD
CAD
Interest on bank overdrafts and loans
46,147
51,413
Other interest on financial liabilities
1,427,609
1,505,978
Other interest
22,168
19,239
Total finance costs
1,495,924
1,576,630
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 25 -
8
Disposal of business
2025
2024
CAD
CAD
Loss on disposal of subsidary
-
(82,550)
9
Taxation
2025
2024
CAD
CAD
Current tax
UK corporation tax on profits for the current period
1,866,125
1,548,772
Adjustments in respect of prior periods
(19,290)
(148,403)
Total current tax
1,846,835
1,400,369
Deferred tax
Origination and reversal of timing differences
(267,265)
76,597
Total tax charge
1,579,570
1,476,966
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
CAD
CAD
Profit before taxation
4,128,257
3,208,157
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
1,032,064
802,039
Effects of:
Expenses that are not deductible in determining taxable profit
6,274
(47,115)
Amortisation on assets not qualifying for tax allowances
775,028
634,786
Research and development tax credit
(181,383)
(143,871)
Overseas tax rates
379,530
Tax under/(over) provided in prior years
(52,413)
(148,403)
Taxation charge in the financial statements
1,579,570
1,476,966
Further information on tax charges
The total amount of UK corporation tax charges in the period amounted to CAD 1,578,581 (31 December 2024 - CAD 840,324).
The total overseas tax charges in the period amounted to CAD 989 (31 December 2024 - CAD 636,642).
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 26 -
10
Dividends
2025
2024
Recognised as distributions to equity holders:
CAD
CAD
Interim paid
3,096,307
5,218,920
11
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Total
CAD
CAD
CAD
CAD
Cost
At 1 January 2025
38,087,134
273,457
17,522
38,378,113
Additions - separately acquired
8,414,524
11,357
8,425,881
Additions - business combinations
8,817
8,817
Exchange adjustments
6,143
1,393
7,536
At 31 December 2025
46,501,658
299,774
18,915
46,820,347
Amortisation and impairment
At 1 January 2025
11,996,858
217,346
1,937
12,216,141
Amortisation charged for the year
3,100,111
16,339
273
3,116,723
Exchange adjustments
4,883
154
5,037
At 31 December 2025
15,096,969
238,568
2,364
15,337,901
Carrying amount
At 31 December 2025
31,404,689
61,206
16,551
31,482,446
At 31 December 2024
26,090,276
56,111
15,585
26,161,972
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 27 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
CAD
CAD
CAD
CAD
CAD
Cost
At 1 January 2025
8,079
988,928
2,562,873
45,065
3,604,945
Additions
16,621
303,544
127,739
447,904
Business combinations
152,857
152,857
Exchange adjustments
167
78,615
57,489
3,582
139,853
At 31 December 2025
24,867
1,523,944
2,748,101
48,647
4,345,559
Depreciation and impairment
At 1 January 2025
2,261
336,825
665,040
32,722
1,036,848
Depreciation charged in the year
9,281
201,962
284,530
10,845
506,618
Exchange adjustments
53
26,776
14,662
2,601
44,092
At 31 December 2025
11,595
565,563
964,232
46,168
1,587,558
Carrying amount
At 31 December 2025
13,272
958,381
1,783,869
2,479
2,758,001
At 31 December 2024
5,818
652,103
1,897,833
12,343
2,568,097
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
CAD
CAD
CAD
CAD
Investments in subsidiaries
14
54,691,238
47,118,598
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
13
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
CAD
Cost or valuation
At 1 January 2025
47,118,598
Additions
7,572,640
At 31 December 2025
54,691,238
Carrying amount
At 31 December 2025
54,691,238
At 31 December 2024
47,118,598
During the year, the parent company provided financial support to a subsidiary. The amount was treated as a capital contribution and recognised as an increase in the parent's investment in the subsidiary.
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
H2O Innovation UK Limited
3a Aston Way, Middlewich, Cheshire, United Kingdom, CW10 0HS
Provision of industrial water treatment chemicals
Ordinary A, Ordinary B and Ordinary C shares
100.00
-
H2O Innovation Europe S.L.
Calle Londres, 38, Las Rozas (Madrid), Spain
Marketing, import and export of chemical products for water treatment
Ordinary shares
100.00
-
Fernando Lama S.L.
Calle Artensania 1, Poligono Industrial Guadalquivir, 41120 Gelves, Sevilla, Spain
Manufacturing of water filtration systems
Ordinary shares
0
100.00
Lama Sistemas de Filtrados S.L.
Calle Artensania 1, Poligono Industrial Guadalquivir, 41120 Gelves, Sevilla, Spain
Manufacturing of water filtration systems
Ordinary shares
0
100.00
15
Stocks
Group
Company
2025
2024
2025
2024
CAD
CAD
CAD
CAD
Raw materials and consumables
3,822,314
2,786,032
-
-
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 29 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
CAD
CAD
CAD
CAD
Trade debtors
8,071,698
8,119,105
Corporation tax recoverable
174,430
123,928
Amounts owed by group undertakings
2,364,984
1,162,219
768,035
308,545
Other debtors
756,125
1,013,105
Prepayments and accrued income
134,417
405,410
11,501,654
10,823,767
768,035
308,545
Deferred tax asset (note 20)
225,657
11,727,311
10,823,767
768,035
308,545
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
CAD
CAD
CAD
CAD
Bank loans
19
350,811
Trade creditors
1,463,655
2,436,322
Amounts owed to group undertakings
6,703,255
902,813
11,863,647
3,908,933
Corporation tax payable
1,069,150
45,864
19,290
Other creditors
5,062,288
520,801
Accruals and deferred income
1,178,955
620,620
15,828,114
4,526,420
11,863,647
3,928,223
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
CAD
CAD
CAD
CAD
Bank loans and overdrafts
19
126,527
Amounts owed to group undertakings
24,384,287
27,555,500
24,384,287
27,555,500
24,510,814
27,555,500
24,384,287
27,555,500
Amounts owed to group undertakings consist of intra-group loans, these are secured via a debenture registered with National Bank of Canada, these loans carry an interest rate of 5.24% per annum and are due to mature between 2027 and 2030.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
18
Creditors: amounts falling due after more than one year
(Continued)
- 30 -
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
-
5,573,384
-
5,573,384
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
CAD
CAD
CAD
CAD
Bank loans
477,338
Payable within one year
350,811
Payable after one year
126,527
The loans are secured against the assets to which they relate.
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company:
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
CAD
CAD
CAD
CAD
Accelerated capital allowances
440,520
475,206
-
-
Tax losses
-
-
225,657
-
440,520
475,206
225,657
-
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
CAD
CAD
Liability at 1 January 2025
475,206
-
Credit to profit or loss
(260,343)
-
Liability at 31 December 2025
214,863
-
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 31 -
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
CAD
CAD
Charge to profit or loss in respect of defined contribution schemes
121,778
142,423
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Amounts owing at the period end totalled CAD nil (2024 - CAD nil).
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
CAD
CAD
Issued and fully paid
Ordinary shares of CAD1.525 each
1,200
1,200
1,831
1,831
Ordinary shares carry full voting, dividend and capital distribution rights.
23
Reserves
Share premium
Share premium is made up of receipts in excess of the par value of new share capital issued. This is a non-distributable reserve.
Profit and loss reserves
Profit and loss reserves represents the accumulated profits less accumulated losses and distributions up to the reporting date, as well as any accumulated foreign exchange differences on consolidation.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 32 -
24
Acquisition of a business
On 4 September 2025 the group acquired 100% percent of the issued capital Fernando Lama S.L. and Lama Sistemas de Filtrados S.L. in a single transaction. On 1 January 2026 the two entities were merged to form a single subsidiary.
Book Value
Adjustments
Fair Value
Net assets acquired
CAD
CAD
CAD
Intangible assets
8,824
-
8,824
Property, plant and equipment
152,857
-
152,857
Inventories
1,470,716
-
1,470,716
Trade and other receivables
2,303,590
-
2,303,590
Cash and cash equivalents
540,407
-
540,407
Borrowings
(564,737)
-
(564,737)
Trade and other payables
(889,383)
-
(889,383)
Total identifiable net assets
3,022,274
-
3,022,274
Goodwill
8,414,524
Total consideration
11,436,798
The consideration was satisfied by:
CAD
Cash
7,570,838
Deferred consideration
3,865,960
11,436,798
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
CAD
Turnover
2,603,093
Profit after tax
775,650
25
Financial commitments and guarantees
At the balance sheet date the group acted as a guarantor for its parent company, H2O Innovation Inc, in respect of group loan arrangements which amounted to CAD 54,217,184 at 31 December 2025 (2024 - CAD 69,077,666). The directors do not feel that there is a likelihood that the guarantee will be called upon.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 33 -
26
Operating lease commitments
As lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2025
2024
2025
2024
CAD
CAD
CAD
CAD
Within 1 year
901,177
522,901
-
-
Years 2-5
3,232,935
1,917,485
-
-
After 5 years
175,176
522,883
-
-
4,309,288
2,963,269
-
-
27
Events after the reporting date
The group acquired Fernando Lama S.L. and Lama Sistemas de Filtrados S.L. on 4 September 2025 in a single transaction. On 1 January 2026 the two entities were merged and one of the entities was struck off to leave a single subsidiary.
On 15th April 2026, the group acquired the entire share capital of BestU.V B.V., a company based in the Netherlands, for cash consideration of CAD 34.7m and issuance of shares valued at CAD 14.9m.
28
Related party transactions
At the balance sheet date the company was a wholly owned subsidiary of H2O Innovation Inc. The companies that are part of the H2O Innovation Inc. group were all wholly owned at the year-end and as a result the company has taken advantage of the exemption conferred by FRS102 not to disclose transactions with H2O Innovation Inc. or any other wholly owned group companies within this group.
29
Controlling party
At the balance sheet date, the ultimate parent company is Ember SPV, LP. Incorporated Delaware, USA. Registered office, 251 Little Falls Drive, Wilmington, DE 19808.
At the balance sheet date the largest group in which the results of the company are consolidated is that headed by Ember SPV, LP. Incorporated Delaware, USA. Registered office, 251 Little Falls Drive, Wilmington, DE 19808. The consolidated accounts of this company are available to the public and may be obtained from the above address.
H2O Innovation UK Holding Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 34 -
30
Cash generated from group operations
2025
2024
CAD
CAD
Profit for the year after tax
2,548,687
3,140,130
Adjustments for:
Taxation charged
1,579,570
1,476,966
Finance costs
1,495,924
1,576,630
Investment income
(3,341)
(49,000)
Loss on disposal of tangible fixed assets
3,618
95,258
Amortisation and impairment of intangible assets
3,116,723
2,553,491
Depreciation and impairment of tangible fixed assets
506,618
603,721
Loss on sale of investments
-
82,550
Movements in working capital:
Decrease/(increase) in stocks
434,434
(642,086)
Decrease/(increase) in debtors
1,676,205
(2,576,015)
(Decrease)/increase in creditors
(2,342,804)
1,816,904
Cash generated from operations
9,015,634
8,078,549
31
Analysis of changes in net debt - group
1 January 2025
Cash flows
Acquisitions and disposals
31 December 2025
CAD
CAD
CAD
CAD
Cash at bank and in hand
1,652,249
466,930
540,407
2,659,586
Borrowings excluding overdrafts
-
87,399
(564,737)
(477,338)
Amounts owed to group undertakings due after more than one year
(27,555,500)
3,171,213
-
(24,384,287)
(25,903,251)
3,725,542
(24,330)
(22,202,039)
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