REGISTERED NUMBER: 13795408 (England and Wales)

FOR

Page

Company Information  

1

Group Strategic Report  

2

Report of the Directors  

6

Report of the Independent Auditors  

8

Consolidated Income Statement  

12

Consolidated Other Comprehensive Income  

13

Consolidated Statement of Financial Position  

14

Company Statement of Financial Position  

15

Consolidated Statement of Changes in Equity  

16

Company Statement of Changes in Equity  

17

Consolidated Statement of Cash Flows  

18

Notes to the Consolidated Statement of Cash Flows

19

Notes to the Consolidated Financial Statements

20

DIRECTORS:

I C Tordoff

J M Turner

SECRETARY:

N W H Clayton

REGISTERED OFFICE:

189 Brompton Road

London

SW3 1NE

REGISTERED NUMBER:

13795408 (England and Wales)

SENIOR STATUTORY AUDITOR:

Brian Melville Leighton

AUDITORS:

Accura Accountants Ltd

(Statutory Auditor)

Langley House

Park Road

East Finchley

London

N2 8EY

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

Introduction

This report has been prepared in accordance with the Companies Act 2006. Nexergy Holdings PLC is currently in start-up development phase, with no operational production during 2022-23. As the company had no employees, disclosures typically required for large entities are not recorded herein.

Business Model and Strategy

Nexergy Holdings PLC is an investment company focused on the development of sustainable energy solutions. The company is currently assembling its core team and working with third party agencies and production units to operationalise core technologies, including:

-Cassandra Oil's waste-to-oil conversion (CASO technology) - A system that transforms hydrocarbon-rich waste, such as plastics and tyres, into valuable oil and gas.

- Lorentz's green hydrogen production technology - A non-emission system that converts solar energy and water into hydrogen, targeting heavy industry and transportation decarbonisation.

Strategic Objectives

Nexergy is preparing the foundations for operational roll-out focusing on:

- Securing key personnel to effectively represent corporate and operational requirements

- Identifying and securing suitable sites for its production facilities.

- Sourcing funding and honing its investor engagement strategies to enable full-scale deployment.

- Engaging with technical stakeholders and regulators to ensure technical and legal compliance and identifying and securing necessary approvals.

- Developing partnerships and supply chain agreements to ensure smooth transition to full production.

By the end of 2025, the company aims to have its first CASO reactors in production  with a potential first site operational, with secondary and tertiary sites identified, engaged and in functional development.

REVIEW OF BUSINESS

As Nexergy is in the investment and development stage, the company has not generated operational revenue in 2023.

Key financial activities for the year included:

- Raising investment capital to support site identification and preparation.

- Allocating funds towards research, feasibility studies, and regulatory approvals.

- Planning financial structures for future operations, including debt and equity investment opportunities.

Key Performance Indicators (KPIs)

As Nexergy has not yet commenced operations, the company's performance indicators are currently focused on development milestones rather than financial metrics.

KPI

2023 Performance

Targets

Sites Identified for Facilities

2 locations identified

Secure first UK site

Regulatory Approvals

Preliminary discussions initiated

Obtain necessary permits

Technology Development

Pilot studies conducted

Preparations for roll-out

These KPIs reflect Nexergy's progress towards operational readiness.

PRINCIPAL RISKS AND UNCERTAINTIES

As Nexergy is in its pre-operational stage, the company at the end of 2023 recognises the following key risks:

1. Development and Execution Risks

-Site acquisition and development delays may impact speed of roll-out.

-Practical challenges potentially arising from the scaling of the CASO technology from pilot projects to full production facilities.

2. Financial and Investment Risks

-The company is currently dependent on external funding to finance infrastructure development.

-Market conditions and investor sentiment may impact fundraising efforts.

- The company's financial risk management objectives are to minimise the key financial risks and regular monitoring of cash flow to ensure that the company maintains adequate working capital.

3. Regulatory and Compliance Risks

-Nexergy must navigate complex energy sector regulations and obtain the necessary permits before operations can commence.

-Environmental policies and incentives may evolve, influencing current project projections /feasibility.

4. Credit risk

Credit risk will not arise for the company in the normal course of its client facing activities due to the lack of credit facilities being extended by the firm to clients, other than in relation to fees receivable, which are typically settled within 30 days of their occurrence.

5. Liquidity, interest rate and foreign exchange rate risk

The company has a small level of foreign exchange risk arising from bank balances denominated in foreign currency. The company monitors this risk on a regular basis to ensure that it is not exposed to any significant currency risk.

Creditor balances only occur in relation to the day to day operation of the overhead expenditure of the company.

The company carefully manages its liquidity so that it always has sufficient funds and as a result of this, liquidity and interest rate risks are minimal.The company continually monitor actual and forecast cash flows and cash positions and pays particular attention to ongoing expenditure, both for operating requirements and capital expenditure.

To mitigate these risks, Nexergy is proactively engaging with investors, regulatory bodies as well as technical and strategic partners.

SECTION 172(1) STATEMENT

In accordance with Section 172 of the Companies Act 2006, the directors confirm that their decisions have been made with the long-term success of the company in mind, considering:

1. the likely consequences of any decision in the long term,

2. the interests of the company's employees,

3. the need to foster the company's business relationships with suppliers, customers and others,

4. the impact of the company's operations on the community and the environment,

5. the desirability of the company maintaining a reputation for high standards of business conduct, and

6. the need to act fairly as between members of the company.

The Company's income is derived from its services operations and any decisions made are considered to assess the consequences of those decisions in the long term. The directors are committed to maximising the long term value while supporting the operations of the business, observing ethical standards and adhering to all applicable laws. The directors are in regular contact with stakeholders through regular financial reporting and communications. Through these actions the Company ensures that all stakeholders, including customers, suppliers, employees and members are treated fairly and equitably.

-Strategic Growth: Establishing the groundwork for Nexergy's first operational site.

-Investor and Stakeholder Engagement: Maintaining transparent discussions with investors, regulatory authorities, suppliers, and prospective industry partners.

-Environmental and Social Commitments: Preparing to introduce technologies that will reduce landfill waste, emissions, and fossil fuel reliance.

-Governance and Ethical Business Conduct: Ensuring responsible decision-making that aligns with best practices in corporate governance and stakeholder management.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) CONSIDERATIONS

Nexergy has embedding sustainability principles in its business model. While the company is currently in a pre-operational stage, the following ESG initiatives are being integrated into strategic planning:

-Environmental Impact: The CASO technology directly contributes to reducing landfill waste and fossil fuel reliance, supporting a circular economy.

-Social Responsibility: Nexergy fosters partnerships with local communities and businesses to create employment and collaboration opportunities as the roll-out progresses.

-Governance: Nexergy's Board of Directors is actively engaged in ensuring transparency, ethical decision-making, and compliance with regulatory standards.

FUTURE OUTLOOK

Nexergy's primary focus is preparing for the roll-out of CASO technology, ensuring the company is positioned for multi-site operations.

Key priorities include:

- Identifying and securing production sites for future waste-to-oil conversion facilities.

- Finalising funding agreements to support large-scale rollout.

- Building relationships with key industry players to facilitate technology adoption and supply chain development.

- Obtaining necessary regulatory approvals for CASO production facilities.

The company expects the first CASO reactor will be operational by the end of 2025, marking the transition from development to execution.

BUSINESS COMBINATION -

CONSOLIDATION IN 2023

On 20 November 2023, the company entered into an agreement to acquire 100% of the share capital of Cassandra Holdings Ltd (a UK entity) from Cassandra AB ("the Seller") for total consideration of £100,000,000. The purchase price consisted of:

-£98,000,000 in shares (175,000,000 newly issued shares in the company); and

-£2,000,000 in cash, payable in instalments prior to completion.

Following a detailed review of the agreement, it was determined that the consideration was effectively received as of 31 December 2023, substantive control was established by that date, and no repayment obligation exists for any portion of the consideration. Consequently, the acquisition was substantively completed during 2023, and the acquired entity should be consolidated in the group's financial statements for the year ended 31 December 2023.

As of 31 December 2023, the company had outstanding obligations of £2,000,000 under the acquisition agreement, with certain amounts remaining unpaid at year-end. The final cash payment was initially expected on the agreement closing date of 19 July 2024, however, at the time of preparing these financial statements, a revised payment plan was still under negotiation.

During the year Zavion Vision BV (who holds 8.33% of Nexergy Holdings Plc) made payments on behalf of the company towards the acquisition of Cassandra Holdings Ltd, totalling £38,477 (2022 £Nil). These payments were paid to Cassandra AB's suppliers in relation to the acquisition of Cassandra Holdings Ltd.  This payment is included within fixed asset investments and the capital contribution balance.

The acquired entity has been consolidated in accordance with the applicable accounting standards, and the outstanding cash obligations remain recorded as liabilities within the financial statements.

ON BEHALF OF THE BOARD:

J M Turner - Director

3 April 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2023.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2023 to the date of this report are as follows:

L B Agren - resigned 25 February 2023

C A Olsson - resigned 25 February 2023

P Urban - appointed 16 February 2023

I C Tordoff - appointed 10 November 2023

J M Turner was appointed as a director after 31 December 2023 but prior to the date of this report.

P Urban ceased to be a director after 31 December 2023 but prior to the date of this report.

STRATEGIC REPORT

In accordance with section 414C(11) of the Companies Act 2006 the company chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the company in the Strategic Report on page 2.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the 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 company and the group 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors,  Accura Accountants Ltd  (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J M Turner - Director

3 April 2025

Opinion

Basis for opinion

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 Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the group 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 the 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-

the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Group Strategic Report and the Report of the Directors 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page six, 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 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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

Fraud - Identifying and responding to risks of material misstatement due to fraud

Fraud risk assessment

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure by management to commit, or provide an opportunity to commit, fraud. Our risk assessment procedures included;

- enquiries of management and internal accounting staff, concerning the company's policies and procedures relating to:

- detecting and responding to the risks of fraud; and

- internal controls established to mitigate risks related to fraud;

- enquiries of management and internal accounting staff as to whether they had knowledge of any actual, suspected or alleged fraud;

- discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. The engagement team includes the audit partner and manager who have commercial knowledge and experience of such an entity, and this experience was relevant to the discussion about where fraud risks may arise.

Risk communications

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

Fraud risks

As required by auditing standards we addressed the risk of management override of controls and the risk of fraudulent revenue recognition. In particular we considered the risk that revenue is recorded in the wrong period and the risk that the management may be in a position to make inappropriate accounting entries, and the risk of bias in accounting estimates and judgments.

Procedures to address fraud risks

Our audit procedures included evaluating the design and implementation, and operating effectiveness of internal controls relevant to mitigate these risks. We also performed substantive audit procedures including;

- Comparing journal entries to supporting documentation and review for any unusual journal descriptions;

- Assessing significant accounting estimates and judgements for bias;

- Obtaining third party confirmations for all bank balances and material debtors and creditors balances; and

- Assessing when revenue was recognised, particularly focusing on revenue recognised in the days before and after the year end date, and whether it was recognised in the correct year.

- Testing journal entries to identify unusual transactions.

Laws and regulations

- Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations.

Risk assessment

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements. For this risk assessment, matters considered included the following;

- discussion with the management  (as required by auditing standards);

- inspection of regulatory and legal correspondence; and

- discussions with the management about the policies and procedures regarding compliance with laws and regulations.

Risk communication

Our communication of laws and regulations risks was made throughout our team and we remained alert to any indications of non-compliance throughout the audit.

Direct laws context and link to audit

The potential effect of laws and regulations on the financial statements varies considerably. The company is subject to

United Kingdom laws and regulations, such as the Companies Act 2006. Other relevant rules and regulations include the following:

- Financial reporting legislation (including related UK companies' legislation).

- Taxation legislation (direct and indirect) in the countries of operation.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Most significant indirect law/ regulation areas

The company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or harm to the company's ability to operate.

We identified the following areas as those most likely to have such an effect:

- Health, safety, welfare and fire safety.

- Anti-bribery fraud and corruption.

- Anti-money laundering regulations.

- European Union and United Kingdom employment law.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of law or regulations is not disclosed to us or evident from relevant correspondence, our audit will not detect that breach.

We considered the extent to which the audit was considered capable of detecting irregularities: There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, 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 Report of the Auditors.

Use of our 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 a Report of the Auditors 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.

Brian Melville Leighton (Senior Statutory Auditor)

for and on behalf of Accura Accountants Ltd (Statutory Auditor)

Langley House

Park Road

East Finchley

London

N2 8EY

3 April 2025

TURNOVER

-

-

Administrative expenses

(48,461

)

(38,014

)

(48,461

)

(38,014

)

Other operating income

44

-

OPERATING LOSS and

LOSS BEFORE TAXATION

(48,417

)

(38,014

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(48,417

)

(38,014

)

Loss attributable to:

Owners of the parent

(48,417

)

(38,014

)

LOSS FOR THE YEAR

(48,417

)

(38,014

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(48,417

)

(38,014

)

Total comprehensive income attributable to:

Owners of the parent

(48,417

)

(38,014

)

FIXED ASSETS

Investments

7

100,038,476

-

CURRENT ASSETS

Debtors

8

203,615

35,000

Cash at bank

902

-

204,517

35,000

CREDITORS

Amounts falling due within one year

9

27,192

13,014

NET CURRENT ASSETS

177,325

21,986

TOTAL ASSETS LESS CURRENT

LIABILITIES

100,215,801

21,986

CAPITAL AND RESERVES

Called up share capital

12

60,000

60,000

Other reserves

13

100,000,000

-

Other reserves

13

242,232

-

Retained earnings

13

(86,431

)

(38,014

)

SHAREHOLDERS' FUNDS

100,215,801

21,986

The financial statements were approved by the Board of Directors and authorised for issue on 3 April 2025 and were signed on its behalf by:

J M Turner - Director

FIXED ASSETS

Investments

7

100,038,477

-

CURRENT ASSETS

Debtors

8

203,615

35,000

Cash at bank

902

-

204,517

35,000

CREDITORS

Amounts falling due within one year

9

270,887

13,014

NET CURRENT (LIABILITIES)/ASSETS

(66,370

)

21,986

TOTAL ASSETS LESS CURRENT

LIABILITIES

99,972,107

21,986

CREDITORS

Amounts falling due after more than one

year

10

1,750,000

-

NET ASSETS

98,222,107

21,986

CAPITAL AND RESERVES

Called up share capital

12

60,000

60,000

Other reserves

13

98,000,000

-

Other reserves

13

242,232

-

Retained earnings

13

(80,125

)

(38,014

)

SHAREHOLDERS' FUNDS

98,222,107

21,986

Company's loss for the financial year

(42,111

)

(38,014

)

The financial statements were approved by the Board of Directors and authorised for issue on 3 April 2025 and were signed on its behalf by:

J M Turner - Director

Called up

share

Retained

Other

Other

Total

capital

earnings

reserves

reserves

equity

£   

£   

£   

£   

£   

Changes in equity

Issue of share capital

60,000

-

-

-

60,000

Total comprehensive income

-

(38,014

)

-

-

(38,014

)

Balance at 31 December 2022

60,000

(38,014

)

-

-

21,986