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REGISTERED NUMBER: 11441367 (England and Wales)

| FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2024 |

| FOR |

| FUEL50 UK LTD |

FUEL50 UK LTD (REGISTERED NUMBER: 11441367)

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 |

FUEL50 UK LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTOR: | A Fulton

| REGISTERED OFFICE: | 10 John Street

| London

| WC1N 2EB

| REGISTERED NUMBER: | 11441367 (England and Wales)

| AUDITORS: | Oury Clark Chartered Accountants

| Statutory Auditors

| Herschel House

| 58 Herschel Street

| Slough

| Berkshire

| SL1 1PG

FUEL50 UK LTD (REGISTERED NUMBER: 11441367)

BALANCE SHEET

31 DECEMBER 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 286 |  | 5,352 |  |

CURRENT ASSETS

Debtors | 5 | 837,648 |  | 1,041,204 |  |

Cash at bank | 328,708 |  | 331,157 |  |

1,166,356 |  | 1,372,361 |  |

CREDITORS

Amounts falling due within one year | 6 | 933,897 |  | 1,197,938 |  |

NET CURRENT ASSETS | 232,459 |  | 174,423 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 232,745 |  | 179,775 |  |

CAPITAL AND RESERVES

Called up share capital | 8 | 100 |  | 100 |  |

Other reserves | 13,476 |  | 11,428 |  |

Capital contribution | 1,361,995 |  | 1,361,995 |  |

Retained earnings | (1,142,826 | ) | (1,193,748 | ) |

SHAREHOLDERS' FUNDS | 232,745 |  | 179,775 |  |

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 director and authorised for issue on 11 September 2025 and were signed by:

A Fulton - Director

FUEL50 UK LTD (REGISTERED NUMBER: 11441367)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Fuel50 UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company 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" 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 Fuel50 Inc., the ultimate parent company, have confirmed their commitment to support the company in order for the company to meet its liabilities for a period in excess of twelve months and one day from the date of the audit report.

| 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

| Revenue represents implementation and subscription fees for services, excluding value added tax. Subscription fees are recognised over the contract term, beginning on the commencement date of each contract. Implementation fees are recognised based on the percentage of completion of the implementation.

| Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue consists of billings made in advance of revenue recognition from the subscription service. Accrued income represents future billings under subscription agreements that have not yet been invoiced.

| 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 - 50% on reducing balance

| Financial instruments

| Basic Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. The company does not have any other Financial Instruments as covered by Section 12 of FRS 102.

| 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.

FUEL50 UK LTD (REGISTERED NUMBER: 11441367)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| 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.

| Equity-settled transactions

| 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. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the options, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

| 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 profit or loss 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 amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

| The share based payment expense is recognised on a reasonable allocation of the group expense.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 7 (2023 - 12 ) .

FUEL50 UK LTD (REGISTERED NUMBER: 11441367)

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 | 14,934 |  |

| Disposals | (11,334 | ) |

| At 31 December 2024 | 3,600 |  |

| DEPRECIATION

| At 1 January 2024 | 9,582 |  |

| Charge for year | 1,672 |  |

| Eliminated on disposal | (7,940 | ) |

| At 31 December 2024 | 3,314 |  |

| NET BOOK VALUE

| At 31 December 2024 | 286 |  |

| At 31 December 2023 | 5,352 |  |

5. | DEBTORS

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 252,772 |  | 513,474 |  |

| Amounts owed by group undertakings | 455,548 |  | 342,541 |  |

| Other debtors | 112,150 |  | 154,452 |  |

820,470 |  | 1,010,467 |  |

| Amounts falling due after more than one year:

| Other debtors & prepayments | 17,178 |  | 30,737 |  |

| Aggregate amounts | 837,648 |  | 1,041,204 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Trade creditors | 39 |  | - |  |

| Amounts owed to group undertakings | 54,097 |  | 78,624 |  |

| Taxation and social security | 10,290 |  | 103,812 |  |

| Other creditors & accruals | 869,471 |  | 1,015,502 |  |

933,897 |  | 1,197,938 |  |

7. | SECURED DEBTS

| The company secured its obligations on 17 June 2022 to Western Alliance Bank through a fixed charge, floating charge and negative pledge over its assets in favour of Western Alliance Bank.

FUEL50 UK LTD (REGISTERED NUMBER: 11441367)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

8. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 100 | Ordinary | £1 | 100 |  | 100 |  |

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

| The Report of the Auditors was unqualified.

| Emma Crowley (Senior Statutory Auditor)

| for and on behalf of Oury Clark Chartered Accountants

| We would 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."

10. | ULTIMATE PARENT COMPANY

| The ultimate parent company is Fuel50 Inc., a company incorporated in the United States of America. Fuel50 Inc's registered office is 30025 Alicia Parkway #20-23, Laguna Niguel, California 92677, USA. Fuel50 Inc is the largest and only group company to prepare consolidated financial statements, but these are not publicly available.

11. | ULTIMATE CONTROLLING PARTY

| There is no ultimate controlling party.