| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| CLIR RENEWABLES UK LIMITED |
| REGISTERED NUMBER: |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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 |
| CURRENT ASSETS |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 8 |
| Other reserves | 9 |
| Retained earnings | 9 | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 |
| The company's trading address is Savoy Tower, 77 Renfrew Street, Glasgow, G2 3BZ. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| 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 |
| Disposals | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Taxation and social security |
| Other creditors & accruals |
| 7. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Within one year |
| 8. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| 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 | ( |
) | 172,708 |
| Profit for the year |
| Capital contribution reserve | 273,719 | (332,727 | ) | (59,008 | ) |
| At 31 December 2024 | 212,901 |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| 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 period | 543,796 | 1.16 |
| 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 period | 107,374 | 0.22 |
| Exercisable at the end of the period | 69,148 | 0.11 |
| 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. |