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REGISTERED NUMBER: SC598387 (Scotland)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CLIR RENEWABLES UK LIMITED

CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


CLIR RENEWABLES UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: G R D Brown
I A Irvine





REGISTERED OFFICE: Savoy Tower
77 Renfrew Street
Glasgow
G2 3BZ





REGISTERED NUMBER: SC598387 (Scotland)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)

BALANCE SHEET
31 DECEMBER 2024

31.12.24 31.12.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 175 2,445

CURRENT ASSETS
Debtors 5 256,630 247,005
Cash at bank 12,752 26,130
269,382 273,135
CREDITORS
Amounts falling due within one year 6 56,655 102,871
NET CURRENT ASSETS 212,727 170,264
TOTAL ASSETS LESS CURRENT
LIABILITIES

212,902

172,709

CAPITAL AND RESERVES
Called up share capital 8 1 1
Other reserves 9 91,401 424,128
Retained earnings 9 121,500 (251,420 )
SHAREHOLDERS' FUNDS 212,902 172,709

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2025 and were signed on its behalf by:





G R D Brown - Director


CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

Clir Renewables UK Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The company's trading address is Savoy Tower, 77 Renfrew Street, Glasgow, G2 3BZ.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis, as the company has obtained a letter of support from the parent company. The directors of the parent company have provided a commitment to give any financial support which may be necessary in order for the company to meet its liabilities as they fall due for a period in excess of twelve months and one day from the date of signing of the audit report.

However, the parent company financial statements for the year ended 31 December 2024 contained the following statement:

"The consolidated financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has recurring revenues; however, it has incurred losses amounting to $45,835,277 since its inception. The ability of the Company to continue as a going concern is dependent upon external financing, including but not limited to equity financing, grants and incentives, and upon attaining profitable operations.

These conditions indicate a material uncertainty that may cast significant doubt over the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that would be necessary if the going concern assumption were inappropriate. Such adjustments could be material."

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover is measured at fair value of the consideration received, excluding discounts, rebates, value added tax, and other sales tax. Turnover is a cost recharge to the parent company, Clir Renewables Inc., in accordance with the cost-plus agreement, and is recognised when the relevant costs are accrued.

Tangible fixed assets
Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc. - straight line over 3 years.

Financial instruments
Basic Financial Instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS102.


CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. The fair value is estimated at the date of grant using a Black-Scholes option-pricing model. This fair value is based on the fair value of the underlying share, the exercise price, the risk free rate, the expected life of the option, the expected dividend yield and the volatility. Assumptions have been used in determining the fair value of the underlying share, the risk free rate, the expected life of the option, the dividend yield and the volatility. The volatility has been estimated by using historical volatilities of comparable listed companies.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to the income statement is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amounts recognised in the income statement for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2023 - 14 ) .

CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2024 11,803
Disposals (4,037 )
At 31 December 2024 7,766
DEPRECIATION
At 1 January 2024 9,358
Charge for year 1,850
Eliminated on disposal (3,617 )
At 31 December 2024 7,591
NET BOOK VALUE
At 31 December 2024 175
At 31 December 2023 2,445

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Amounts owed by group undertakings 238,272 204,070
Other debtors 18,358 42,935
256,630 247,005

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade creditors 1,706 7,254
Taxation and social security 25,857 53,777
Other creditors & accruals 29,092 41,840
56,655 102,871

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.24 31.12.23
£    £   
Within one year 420 1,725

8. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
1 Ordinary £1 1 1

CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

9. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2024 (251,420 ) 424,128 172,708
Profit for the year 99,201 99,201
Capital contribution reserve 273,719 (332,727 ) (59,008 )
At 31 December 2024 121,500 91,401 212,901

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

As stated above, the report of the auditors was unqualified. It did however contain the following modification:-
"Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the company has received a letter of support from the parent company and that the ability of the parent company to provide support is dependent upon external financing, including but not limited to equity financing, grants and incentives, and upon attaining profitable operations. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report."

We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"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."

11. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

CLIR RENEWABLES UK LIMITED (REGISTERED NUMBER: SC598387)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

12. SHARE-BASED PAYMENT TRANSACTIONS

The ultimate parent company, Clir Renewables Inc., a company registered in Canada, has reserved shares of stock for issuance as stock options under its Employee Share Option Plan (the "Plan").

The Plan is equity settled and provides for grants of incentive stock options to employees of the company. Options under the Plan are granted at the estimated fair value of the shares on the date of grant as determined by the Board of Directors. The maximum term of options granted under the Plan is 5 years from the date of grant. Options under the Plan generally vest over 4 years.

Options under the Plan are generally exercisable when vested and subject to such terms, conditions, performance criteria, and restrictions as determined by the Board of Directors and set forth in the related option agreements.

The fair value for the Company's options was estimated at the date of grant using a Black-Scholes option-pricing model. This fair value is based on the fair value of the underlying share, the exercise price, the risk free rate, the expected life of the option, the expected dividend yield and the volatility. Assumptions have been used in determining the fair value of the underlying share, the risk free rate, the expected life of the option, the dividend yield and the volatility. The volatility has been estimated by using historical volatilities of comparable listed companies.

The following table summarises the equity settled share options with employees in the period:


Item

Number
Weighted average
exercise price (£

)
Outstanding at the beginning of the period543,7961.16
Granted during the year--
Forfeited/cancelled during the period(436,422)0.94
Exercised during the period--
Expired during the period--
Outstanding at the end of the period107,3740.22

Exercisable at the end of the period69,1480.11

The charge recognised in the year was -£59,007 (2023: £166,747).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.

13. ULTIMATE PARENT COMPANY

The immediate and ultimate parent company is Clir Renewables Inc., a company incorporated in Canada. Clir Renewables Inc., is the largest and only group company to prepare consolidated financial statement and are not publicly available.