Company registration number 08580554 (England and Wales)
ORIGEN POWER LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
ORIGEN POWER LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
ORIGEN POWER LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
10,378,412
9,017,198
Tangible assets
5
53,750
73,748
Investments
6
90
90
10,432,252
9,091,036
Current assets
Debtors
8
1,325,353
800,488
Cash at bank and in hand
1,613,589
701,308
2,938,942
1,501,796
Creditors: amounts falling due within one year
9
(1,676,551)
(330,660)
Net current assets
1,262,391
1,171,136
Total assets less current liabilities
11,694,643
10,262,172
Creditors: amounts falling due after more than one year
10
(1,316,546)
(391,295)
Net assets
10,378,097
9,870,877
Capital and reserves
Called up share capital
12
29
29
Share premium account
14,091,367
14,037,606
Other reserves
4,075,385
483,317
Profit and loss reserves
(7,788,684)
(4,650,075)
Total equity
10,378,097
9,870,877

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 16 May 2025 and are signed on its behalf by:
Mr B E Riddle-Turner
Director
Company Registration No. 08580554
ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Origen Power Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 34 High Street, Aldridge, Walsall, West Midlands, WS9 8LZ.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services 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 contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.3
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.4
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.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents
10 - 20 years straight line
Development costs
7 years straight line

Development costs in the course of construction are not amortised.

ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
20% straight line
Fixtures, fittings & equipment
20% straight line
Computer equipment
33% straight line
1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in bank only.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include corporation tax recoverable, amounts owed by group undertakings, other debtors, 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.

ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including trade creditors, amounts owed to group undertakings, taxation and social security, other creditors, and convertible loans, 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.

 

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.

1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.11
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 company’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 when the company has 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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as fixed assets.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling 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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
16
18
ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
4
Intangible fixed assets
Patents
Development costs
Development costs under construction
Total
£
£
£
£
Cost
At 1 January 2024
242,964
2,129,259
7,812,345
10,184,568
Additions
39,164
-
0
1,767,355
1,806,519
At 31 December 2024
282,128
2,129,259
9,579,700
11,991,087
Amortisation and impairment
At 1 January 2024
78,431
1,088,939
-
0
1,167,370
Amortisation charged for the year
13,312
233,137
-
0
246,449
Impairment losses
-
0
198,856
-
0
198,856
At 31 December 2024
91,743
1,520,932
-
0
1,612,675
Carrying amount
At 31 December 2024
190,385
608,327
9,579,700
10,378,412
At 31 December 2023
164,533
1,040,320
7,812,345
9,017,198
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2024
113,059
Additions
8,858
At 31 December 2024
121,917
Depreciation
At 1 January 2024
39,311
Depreciation charged in the year
28,856
At 31 December 2024
68,167
Carrying amount
At 31 December 2024
53,750
At 31 December 2023
73,748
6
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
90
90
ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Origen Carbon Solutions Inc.
Newcastle, Delaware 19801, United States
Ordinary
100.00
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
265,571
613,035
Amounts owed by group undertakings
-
0
39,957
Other debtors
1,059,782
147,496
1,325,353
800,488
9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
977,540
132,168
Amounts owed to group undertakings
101,443
-
0
Taxation and social security
213,928
101,706
Other creditors
383,640
96,786
1,676,551
330,660
10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Convertible loans
1,097,860
391,295
Other creditors
218,686
-
0
1,316,546
391,295

At 31 December 2024, included in other creditors more than one year is a balance of £218,686 relating to the deferred payment to the legal costs relating to Series A funding. This is not due until Series B funding is completed.

ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
11
Share-based payment transactions

During the year, the company recognised a total charge of £100,874 (2023: £200,111) which relates to equity settled share based payment transactions.

 

During the year, 13,333 share options lapsed, therefore a transfer between reserves of £18,062 has been recorded.

 

Also during the year, 1,000 share options were exercised, therefore a transfer between reserves of £1,227 has been recorded.

Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
245,653
211,710
2.79
2.71
Granted
3,550
125,619
3.76
3.76
Forfeited
(13,333)
0
(91,676)
0
3.35
3.94
Exercised
(1,000)
0
-
0
3.76
-
0
Outstanding at 31 December 2024
234,870
245,653
2.77
2.79
Exercisable at 31 December 2024
220,443
202,137
2.67
2.57

The options outstanding at 31 December 2024 had an exercise price ranging from £1.16 to £3.76, and a remaining contractual term of between 6 to 10 years.

Inputs were as follows:
2024
2023
Weighted average share price
3.42
3.46
Weighted average exercise price
2.77
2.79
Expected volatility
0.01
0.01
Expected life
10.00
10.00
Risk free rate
2.17
2.15
ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
12
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
2,660,105
2,655,484
27
27
Deferred Ordinary shares of 0.001p each
200,000
200,000
2
2
A Ordinary shares of 0.001p each
1,000
0
-
0
-
0
2,861,105
2,855,484
29
29

During the year 4,621 Ordinary shares of 0.001p were issued for a total cash consideration of £50,000.

 

Also, during the year 1,000 A Ordinary shares of 0.001p were issued for a total cash consideration of £3,761.

 

13
Other reserves

During the year an amount of £3,560,483 was received in advance for share subscriptions.

 

Also, during the year shares were issued for a total consideration of £50,000. The remaining balance will be converted to shares on the next funding round.

14
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
David Webb FCA
Statutory Auditor:
Edwards
Date of audit report:
19 May 2025
15
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
90,000
150,000
ORIGEN POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
16
Events after the reporting date

On 9 January 2025 the following shares were issued:

Class description Nominal value per share Number of shares issued Total consideration

 

Series A-1 0.01p 2,249,080 £8,306,212

 

Series A-2 0.01p 738,773 £2,182,727

 

Series A-3A 0.01p 59,230 £174,997

 

Series A-3B 0.01p 27,076 £99,996

 

Series A-3C 0.01p 53,558 £197,629

 

 

During the year an amount of £3,560,483 was received in relation to these share issues.

 

Included in creditors falling due after more than one year, is a balance of £700,000 convertible loan notes which was repaid post year end with the proceeds of the share issues noted above.

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