IRIS Accounts Productionv25.1.3.3313795408Board of Directors31.12.241.1.2431.12.2431.12.24Medium entitiesThese accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime.00truetruetruefalsetruetruefalsefalsefalsetruefalse00Ordinary0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh137954082023-12-31137954082024-12-31137954082024-01-012024-12-31137954082022-12-31137954082023-01-012023-12-31137954082023-12-3113795408ns15:EnglandWales2024-01-012024-12-3113795408ns14:PoundSterling2024-01-012024-12-3113795408ns10:Director12024-01-012024-12-3113795408ns10:Consolidated2024-12-3113795408ns10:ConsolidatedGroupCompanyAccounts2024-01-012024-12-3113795408ns10:PublicLimitedCompanyPLC2024-01-012024-12-3113795408ns10:Consolidatedns10:MediumEntities2024-01-012024-12-3113795408ns10:Consolidatedns10:Audited2024-01-012024-12-3113795408ns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-01-012024-12-3113795408ns10:Medium-sizedCompaniesRegimeForAccounts2024-01-012024-12-3113795408ns10:Consolidated2024-01-012024-12-3113795408ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-01-012024-12-3113795408ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2024-01-012024-12-3113795408ns10:FullAccounts2024-01-012024-12-3113795408ns5:Subsidiary12024-01-012024-12-3113795408ns10:OrdinaryShareClass12024-01-012024-12-3113795408ns10:Director32024-01-012024-12-3113795408ns10:CompanySecretary12024-01-012024-12-3113795408ns10:RegisteredOffice2024-01-012024-12-3113795408ns10:Director22024-01-012024-12-3113795408ns10:Consolidated2023-01-012023-12-3113795408ns5:CurrentFinancialInstruments2024-12-3113795408ns5:CurrentFinancialInstruments2023-12-3113795408ns5:Non-currentFinancialInstruments2024-12-3113795408ns5:Non-currentFinancialInstruments2023-12-3113795408ns5:ShareCapital2024-12-3113795408ns5:ShareCapital2023-12-3113795408ns5:FurtherSpecificReserve1ComponentTotalEquity2024-12-3113795408ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3113795408ns5:FurtherSpecificReserve2ComponentTotalEquity2024-12-3113795408ns5:FurtherSpecificReserve2ComponentTotalEquity2023-12-3113795408ns5:RetainedEarningsAccumulatedLosses2024-12-3113795408ns5:RetainedEarningsAccumulatedLosses2023-12-3113795408ns5:ShareCapital2022-12-3113795408ns5:RetainedEarningsAccumulatedLosses2022-12-3113795408ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3113795408ns5:FurtherSpecificReserve2ComponentTotalEquity2022-12-3113795408ns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3113795408ns5:FurtherSpecificReserve2ComponentTotalEquity2023-01-012023-12-3113795408ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-3113795408ns5:FurtherSpecificReserve1ComponentTotalEquity2024-01-012024-12-3113795408ns5:FurtherSpecificReserve2ComponentTotalEquity2024-01-012024-12-3113795408ns5:CostValuation2023-12-31137954081ns5:Subsidiary12024-01-012024-12-3113795408ns5:Subsidiary12024-12-3113795408ns5:Subsidiary12023-12-3113795408ns5:Subsidiary12023-12-3113795408ns5:Subsidiary12023-01-012023-12-3113795408ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3113795408ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3113795408ns10:OrdinaryShareClass12024-12-3113795408ns5:RetainedEarningsAccumulatedLosses2023-12-3113795408ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3113795408ns5:FurtherSpecificReserve2ComponentTotalEquity2023-12-31

REGISTERED NUMBER: 13795408 (England and Wales)













GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


FOR



NEXERGY HOLDINGS PLC



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)








CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024





Page




Company Information  

1




Group Strategic Report  

2




Report of the Directors  

5




Report of the Independent Auditors  

7




Consolidated Income Statement  

11




Consolidated Other Comprehensive Income  

12




Consolidated Statement of Financial Position  

13




Company Statement of Financial Position  

14




Consolidated Statement of Changes in Equity  

15




Company Statement of Changes in Equity  

16




Consolidated Statement of Cash Flows  

17




Notes to the Consolidated Statement of Cash Flows

18




Notes to the Consolidated Financial Statements

19





NEXERGY HOLDINGS PLC



COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024









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



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their strategic report of the company and the group for the year ended 31 December 2024.


Introduction

This strategic report has been prepared in accordance with the Companies Act 2006.Nexergy Holdings PLC is currently in the development phase, with no operational production sites as of 31 December 2024. As the company has no employees,certain disclosures typically required for large entities have been excluded.


Business Model and Strategy

Nexergy Holdings PLC is an investment company focused on the development and deployment of sustainable energy solutions. During the year under review, the Company has established a senior management team of consultants focussed on delivering the commercial roll out of its core technologies, including:


Plastic waste-to-oil conversion - A system that transforms hydrocarbonrich waste, such as plastics and tyres, into valuable oil and gas.

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


Strategic Objectives for 2025

Nexergy is working towards laying the foundation for industrial-scale operations by focusing on:


• Identifying and securing suitable sites for its first production facilities. The initial two sites have been identified and secured since the period end.

• Finalising funding and investment strategies to enable full-scale deployment.

• An EPCM contractor has been appointed and FEED studies commenced.

• Engaging with regulators and stakeholders to ensure compliance and obtain necessary approvals.

• Developing partnerships and supply chain agreements to facilitate future operations.


The company aims to have its first site operational in 2026, with full industrialisation following in the subsequent years.


REVIEW OF BUSINESS

As Nexergy is still in the investment and development stage, the company has not generated operational revenue in 2024.


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 focused on development milestones rather than financial metrics.



KPI


2024 Performance


Targets


Sites Identified for Facilities


1 location identified


Secure first  three UK sites


Regulatory Approvals


Developed strategic roadmap


Obtain necessary permits as sites move

towards production.


Technology Development


Review of available technologies


Conduct FEED studies and placeinitial

orders for production sites



These KPIs reflect Nexergy's progress towards operational readiness.




NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024


PRINCIPAL RISKS AND UNCERTAINTIES

As Nexergy is in its pre-operational stage, the company faces the following key risks

and uncertainties:


1. Development and Execution Risks

• Site acquisition and preparation delays could impact timelines for industrialisation.

• Challenges in commissioning new facilities and access to appropriate feedstock.


2. Financial and Investment Risks

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

• Market conditions and investor sentiment may impact fundraising efforts.


3. Regulatory and Compliance Risks

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

• Environmental policies and incentives may evolve, affecting project feasibility.


To mitigate these risks, Nexergy is proactively engaging with investors, regulatory bodies, 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 service operations, and directors evaluate the long-term impact of key decisions on financial and operational sustainability. They are committed to maximising long-term value while maintaining ethical standards and complying with applicable laws. Directors engage regularly with stakeholders through financial reporting, direct communications, and collaborative planning. These actions ensure that customers, suppliers, employees, and members are treated fairly and equitably.


-Strategic Growth: Laying 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 is committed to embedding sustainability principles into its business model. While the company is still in its pre-operational stage, the following ESG initiatives are being integrated into strategic planning:


Environmental Impact: The transformation of plastic waste to oil directly contributes to reducing landfill waste and fossil fuel reliance, supporting a circular economy approach.

Social Responsibility: Nexergy aims to foster partnerships with local communities and businesses to create employment opportunities as industrialisation progresses.

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




NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024


FUTURE OUTLOOK

Nexergy’s primary focus for 2025 is preparing for the industrialisation of plastic waste to oil conversion technology, ensuring the company is positioned for full-scale 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 production facilities.


The company expects the Feed study for the first site to have been completed, orders placed for production equipment with commissioning expected in 2026.


ON BEHALF OF THE BOARD:






J M Turner - Director



27 June 2025



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.


PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of investment company focused on the development of sustainable energy solutions. Nexergy's core mission revolves around producing energy for the market, encompassing everything from petrol for vehicles to electricity for homes and businesses.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.


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

I C Tordoff has held office during the whole of the period from 1 January 2024 to the date of this report.


Other changes in directors holding office are as follows:


J M Turner - appointed 27 March 2024


P Urban ceased to be a director after 31 December 2024 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.



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024



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



27 June 2025


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEXERGY HOLDINGS PLC


Opinion

We have audited the financial statements of Nexergy Holdings PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss 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.

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.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEXERGY HOLDINGS PLC



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 five, 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.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEXERGY HOLDINGS PLC



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

- 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:


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEXERGY HOLDINGS PLC


- 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


27 June 2025



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024


31.12.24

31.12.23



Notes

£

£


TURNOVER

-


-




Administrative expenses

(407,703

)

(48,461

)


(407,703

)

(48,461

)



Other operating income

-


44



OPERATING LOSS and


LOSS BEFORE TAXATION

(407,703

)

(48,417

)



Tax on loss

5

-


-



LOSS FOR THE FINANCIAL YEAR

(407,703

)

(48,417

)


Loss attributable to:

Owners of the parent

(407,703

)

(48,417

)




NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024


31.12.24

31.12.23



Notes

£

£


LOSS FOR THE YEAR

(407,703

)

(48,417

)




OTHER COMPREHENSIVE INCOME

-


-



TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(407,703

)

(48,417

)



Total comprehensive income attributable to:

Owners of the parent

(407,703

)

(48,417

)




NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2024


31.12.24

31.12.23



Notes

£

£

£

FIXED ASSETS

Investments

7

100,038,476


100,038,476




CURRENT ASSETS

Debtors

8

211,134


203,615



Cash at bank

21,137


902



232,271


204,517



CREDITORS

Amounts falling due within one year

9

47,105


27,192



NET CURRENT ASSETS

185,166


177,325



TOTAL ASSETS LESS CURRENT

LIABILITIES

100,223,642


100,215,801




CAPITAL AND RESERVES

Called up share capital

12

60,000


60,000



Other reserves

13

100,000,000


100,000,000



Other reserves

13

657,776


242,232



Retained earnings

13

(494,134

)

(86,431

)


SHAREHOLDERS' FUNDS

100,223,642


100,215,801




The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2025 and were signed on its behalf by:






J M Turner - Director




NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



COMPANY STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2024


31.12.24

31.12.23



Notes

£

£

£

FIXED ASSETS

Investments

7

100,038,477


100,038,477




CURRENT ASSETS

Debtors

8

211,135


203,615



Cash at bank

21,137


902



232,272


204,517



CREDITORS

Amounts falling due within one year

9

40,800


270,887



NET CURRENT ASSETS/(LIABILITIES)

191,472


(66,370

)


TOTAL ASSETS LESS CURRENT

LIABILITIES

100,229,949


99,972,107




CREDITORS

Amounts falling due after more than one

year

10

384,888


1,750,000



NET ASSETS

99,845,061


98,222,107




CAPITAL AND RESERVES

Called up share capital

12

60,000


60,000



Other reserves

13

98,000,000


98,000,000



Other reserves

13

2,272,888


242,232



Retained earnings

13

(487,827

)

(80,125

)


SHAREHOLDERS' FUNDS

99,845,061


98,222,107




Company's loss for the financial year

(407,702

)

(42,111

)



The financial statements were approved by the Board of Directors and authorised for issue on 26 June 2025 and were signed on its behalf by:






J M Turner - Director




NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024


Called up



share

Retained

Other

Other

Total


capital

earnings

reserves

reserves

equity



£

£

£

£

£

Balance at 1 January 2023

60,000


(38,014

)

-


-


21,986




Changes in equity

Total comprehensive income

-


(48,417

)

100,000,000


242,232


100,193,815



Balance at 31 December 2023

60,000


(86,431

)

100,000,000


242,232


100,215,801




Changes in equity

Total comprehensive income

-


(407,703

)

-


415,544


7,841



Balance at 31 December 2024

60,000


(494,134

)

100,000,000


657,776


100,223,642





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024


Called up



share

Retained

Other

Other

Total


capital

earnings

reserves

reserves

equity



£

£

£

£

£

Balance at 1 January 2023

60,000


(38,014

)

-


-


21,986




Changes in equity

Total comprehensive income

-


(42,111

)

98,000,000


242,232


98,200,121



Balance at 31 December 2023

60,000


(80,125

)

98,000,000


242,232


98,222,107




Changes in equity

Total comprehensive income

-


(407,702

)

-


2,030,656


1,622,954



Balance at 31 December 2024

60,000


(487,827

)

98,000,000


2,272,888


99,845,061





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024


31.12.24

31.12.23



Notes

£

£

Cash flows from operating activities

Cash generated from operations

1

(386,558

)

902



Net cash from operating activities

(386,558

)

902




Cash flows from investing activities

Proceeds from capital contributions

415,684


-



Net cash from investing activities

415,684


-




Cash flows from financing activities

Amount withdrawn by directors

(8,872

)

-



Net cash from financing activities

(8,872

)

-




Increase in cash and cash equivalents

20,254


902



Cash and cash equivalents at beginning of

year

2

883


(19

)



Cash and cash equivalents at end of year

2

21,137


883





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024


1.

RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS


31.12.24

31.12.23



£

£


Loss before taxation

(407,703

)

(48,417

)



Effect of foreign exchange rate changes

4,351


-



(403,352

)

(48,417

)



(Increase)/decrease in trade and other debtors

(2,999

)

35,000




Increase in trade and other creditors

19,793


14,319




Cash generated from operations

(386,558

)

902




2.

CASH AND CASH EQUIVALENTS



The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:



Year ended 31 December 2024


31.12.24


1.1.24


£

£


Cash and cash equivalents

21,137


902




Bank overdrafts

-


(19

)


21,137


883




Year ended 31 December 2023


31.12.23


1.1.23


£

£


Cash and cash equivalents

902


-




Bank overdrafts

(19

)

(19

)


883


(19

)




3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1.1.24

Cash flow

At 31.12.24


£

£

£


Net cash



Cash at bank

902


20,235


21,137




Bank overdrafts

(19

)

19


-



883


20,254


21,137




Total

883


20,254


21,137





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


1.

STATUTORY INFORMATION



Nexergy Holdings PLC is a private company , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.  



Basis of consolidation


The consolidated financial statements present the results of the Parent Company and is subsidiaries (the Group) as if they form a single entity. Intercompany transactions and balances between Group Companies are therefore eliminated in full.



The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of the acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are excluded from the consolidated financial statements from the date control ceases.



Functional and presentation currency


The company's functional and presentation currency is £ sterling. Monetary amounts in these financial statements are rounded to the nearest £.



Going concern


The directors have a reasonable expectation that the company has adequate resources to continue operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.



Significant judgements and estimates

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.


Investments in subsidiaries


Investments in subsidiary undertakings are recognised at cost.



Interests in subsidiaries, associates, and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. These investments are assessed for impairment at each reporting date, with any impairment losses or reversals recognised immediately in profit or loss.



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



An associate is an entity that is neither a subsidiary nor a joint venture, in which the company holds a long-term interest and has significant influence. Significant influence is the power to participate in the financial and operating decisions of the associate.



A jointly controlled entity is an entity in which the company has a long-term interest and shares control under a contractual arrangement.



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


2.

ACCOUNTING POLICIES - continued



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 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.

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 company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including accruals, that are classified as debt, 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.


Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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


Deferred tax

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

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

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



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


2.

ACCOUNTING POLICIES - continued



Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.


Hire purchase and leasing commitments

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


Provisions for liabilities


Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.



The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.



Cash and cash equivalents


Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less. Bank overdrafts are included within borrowings under current liabilities.



Impairment losses


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 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.



Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.



If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.



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 (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but the increased carrying amount must not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.


3.

EMPLOYEES AND DIRECTORS



There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.



The average number of employees during the year was NIL (2023 - NIL).



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


3.

EMPLOYEES AND DIRECTORS - continued



The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).


31.12.24

31.12.23



£

£


Directors' remuneration

-


-




4.

OPERATING LOSS



The operating loss is stated after charging/(crediting):


31.12.24

31.12.23



£

£


Other operating leases

17,426


2,100




Auditors' remuneration

24,000


16,800




Foreign exchange differences

5,750


(44

)



5.

TAXATION



Analysis of the tax charge


No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.


6.

INDIVIDUAL INCOME STATEMENT



As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.



7.

FIXED ASSET INVESTMENTS



Group

Shares in


group

Intellectual


undertakings

property

Totals



£

£

£


COST


At 1 January 2024


and 31 December 2024

38,476


100,000,000


100,038,476




NET BOOK VALUE


At 31 December 2024

38,476


100,000,000


100,038,476




At 31 December 2023

38,476


100,000,000


100,038,476





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


7.

FIXED ASSET INVESTMENTS - continued



Company

Shares in


group


undertakings



£


COST


At 1 January 2024


and 31 December 2024

100,038,477




NET BOOK VALUE


At 31 December 2024

100,038,477




At 31 December 2023

100,038,477





The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:



Subsidiary



Cassandra Holdings Ltd


Registered office: 205 Lavender Hill, London, England, SW11 5TB


Nature of business: Holding company

%



Class of shares:

holding



Ordinary

100.00


31.12.24

30.6.24



£

£


Aggregate capital and reserves

99,993,695


99,993,695




Loss for the period

-


(6,306

)





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.



During the year, Zavion Vision BV, who holds 8.33% of Nexergy Holdings Plc, made no payments on behalf of the Company towards the acquisition of Nexergy Holdings Ltd (2023: £38,477). In the prior year, these payments were made to the Seller's suppliers in connection with the acquisition and were recognised within fixed asset investments and as a capital contribution.



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


8.

DEBTORS



Group


Company


31.12.24

31.12.23

31.12.24

31.12.23



£

£

£

£


Amounts falling due within one year:



Other debtors

2,998


-


2,999


-




Other debtors - TREIC AB

89,264


93,615


89,264


93,615




Directors' current accounts

8,872


-


8,872


-



101,134


93,615


101,135


93,615





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


8.

DEBTORS - continued



Group


Company


31.12.24

31.12.23

31.12.24

31.12.23



£

£

£

£


Amounts falling due after more than one

year:



Convertible loan receivable

110,000


110,000


110,000


110,000





Aggregate amounts

211,134


203,615


211,135


203,615





The company has provided a convertible loan of £110,000 to Lorentz Ltd under a convertible loan agreement dated 28 September 2023. The total agreed facility is up to £5.7 million, subject to certain conditions, including the completion of a prototype. The loan was interest-free until April 30, 2024, after which it was to accrue interest at 8% per annum if not converted. As at June 2025 no interest has been charged.



As of June 2025, no decision has been made to convert the loan into shares, and the company has not provided further funding beyond the initial £110,000. The loan remains outstanding and is classified as a financial asset at amortized cost.The company continues to monitor the recoverability of the loan.



During 2023 the company entered into an agreement to acquire 50% of TREIC AB in. However, as per the agreement, full control was contingent upon full payment, which did not occur by the reporting date. Since the full payment was not made, the company did not obtain control or significant influence over TREIC AB. As a result, the investment was not consolidated. By 31.12.2023, only €108,000 (£93,615), had been paid, financed by Zavion Vision BV and in 2024, the company reversed the transaction under a settlement agreement and is due to receive €200,000 in compensation from the seller. This sum was not yet received at the time of producing these financial statements. Since control was never obtained, and the agreement itself was voided during the year, impairment is not applicable. The reversal in 2025 will instead be treated as a settlement.


9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


31.12.24

31.12.23

31.12.24

31.12.23



£

£

£

£


Bank loans and overdrafts (see note 11)

-


19


-


19




Other creditors

6,305


6,305


-


-




Accrued expenses

40,800


20,868


40,800


270,868



47,105


27,192


40,800


270,887




10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR




Company


31.12.24

31.12.23



£

£


Purchase consideration payable

384,888


1,750,000





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued



As at 31 December 2024, the company had outstanding obligations of £384,888 (2023: £2,000,000) under the agreement for the acquisition of Cassandra Holdings Ltd.



In the prior year the initial cash payments due before year-end (£250,000) were not made, and the payments were rescheduled.The full unpaid balance at the year end was classified under "Accrued expenses" in note 9 above.Since these payments were due by 31 December 2023 but not paid, they were moved from purchase consideration payable to "Accrued expenses" for proper classification this was then reversed in the current financial year.



The final cash payment, originally due on the agreement's closing date of 19 July 2024, remained unpaid at the time of preparing these financial statements, as a revised payment plan is still under negotiation. The full amount will be settled prior to completion, however, as at June 2025, £384,888 of the total £2,000,000 remained outstanding, with current efforts focused on getting production sites into operation.


11.

LOANS



An analysis of the maturity of loans is given below:



Group


Company


31.12.24

31.12.23

31.12.24

31.12.23



£

£

£

£


Amounts falling due within one year or on

demand:



Bank overdrafts

-


19


-


19




12.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

31.12.24

31.12.23


value:


£

£


600,000,000

Ordinary

£0.0001

60,000


60,000




13.

RESERVES



Group

Retained

Other

Other


earnings

reserves

reserves

Totals



£

£

£

£



At 1 January 2024

(86,431

)

100,000,000


242,232


100,155,801




Deficit for the year

(407,703

)

(407,703

)



Capital contribution

-


-


415,544


415,544




At 31 December 2024

(494,134

)

100,000,000


657,776


100,163,642





NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


13.

RESERVES - continued



Company

Retained

Other

Other


earnings

reserves

reserves

Totals



£

£

£

£



At 1 January 2024

(80,125

)

98,000,000


242,232


98,162,107




Deficit for the year

(407,702

)

(407,702

)



Capital contribution

-


-


2,030,656


2,030,656




At 31 December 2024

(487,827

)

98,000,000


2,272,888


99,785,061





Other reserves represent a shareholder capital contribution from Zavion Vision BV.


14.

CONTINGENT LIABILITIES



Potential Liquidated Damages


As at 31 December 2024, the Company had not met certain scheduled payments due under the terms of the Cassandra Holdings Ltd acquisition agreement. The agreement requires these payments to be made before the final closing date.



Under the terms of the agreement, if the purchaser (Nexergy Holdings PLC) fails to meet these obligations:


-A liquidated damages clause of up to £850,000 may be enforced, with the amount forfeited and retained by the seller.


- Shares transferred to individual shareholders will remain with them, regardless of whether full payment is completed.



As of 31 December 2024, no provision has been recorded, as the obligation remains contingent on future non-payment. Management intends to fulfil all payment obligations and does not expect liquidated damages to be triggered, as no such event had occurred at the time of preparing these accounts.Payments have been made as detailed in the Other Financial Commitments note.


15.

DIRECTORS' ADVANCES, CREDITS AND GUARANTEES



The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:


31.12.24

31.12.23



£

£


J M Turner


Balance outstanding at start of year

-


-




Amounts advanced

8,872


-




Amounts repaid

-


-




Amounts written off

-


-




Amounts waived

-


-




Balance outstanding at end of year

8,872


-





At the year end, an amount of £8,872 was owed to the company by a director. The balance is interest-free, repayable on demand, and was settled by the date these financial statements were signed.



NEXERGY HOLDINGS PLC (REGISTERED NUMBER: 13795408)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024


16.

RELATED PARTY DISCLOSURES



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 £1,615,112 (2023 £38,477). A further non investment related balance of £415,544 has been advanced to the company.  These payments are included within Fixed asset investments, capital contribution balance and within purchase consideration payable.



At the year end £2,272,888 (2023: £242,232) had been invested by  Zavion Vision BV. The sum has been accounted for as a Capital contribution.



Jimmy Malja is the managing director and partner in  Zavion Vision BV and Clearwell Research & Development GMBH as mentioned in the ultimate controlling party note.



During the year £51,441 (2023: £3,000) was paid to Mr I Tordoff a director, for services to the company.



During the year £87,623 (2023: £Nil) was paid to Mr J Turner a director, for services to the company.



During the year £19,423 (2023: £Nil) was paid to Mr P Urban a director, for services to the company.



At the year end £2,998 (2023: £Nil) was owned by Asur Bäckman,a director of Balad Sweden Limited that was a controlling party with 92% ownership.The balance was interest free and repayable on demand. During the year £1,000 was paid to Balad Sweden Limited for professional services.


17.

POST BALANCE SHEET EVENTS



The company entered into an agreement to acquire 50% of TREIC AB in 2023. However, as per the agreement, full control was contingent upon full payment, which did not occur by the reporting date. In 2024, the company reversed the original share purchase investment under a settlement agreement with the original seller agreeing to pay  €200,000 in compensation in exchange for regaining full ownership and the company will record a gain in future periods. As of June 2025 the €200,000 remains outstanding, management continues to monitor collection and expects payment to be completed. If the amount remains unpaid an impairment review will be conducted.


18.

ULTIMATE CONTROLLING PARTY



On the 27 January 2023, Balad Sweden Limited became the controlling party with 92% ownership and this was the case at the year end.



By February 2025, ECHOES AB (Shareholder Trust) and Clearwell Research & Development GMBH emerged with notable holdings of 175M shares (29.2%) and 375M (62.5%) shares, respectively.Jimmy Malja is the managing director and partner in Clearwell Research & Development GMBH.