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REGISTERED NUMBER: 14124180 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

EUPHRATES ENERGY LTD

| EUPHRATES ENERGY LTD (REGISTERED NUMBER: 14124180) |

Contents of the Financial Statements

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 4 |

| EUPHRATES ENERGY LTD |

Company Information

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | Mr Simon Norman Byrne

| Mr Alan Charles Cutler

| Mr Mahdi Mohammed Sajjad

| Mr Majid Akbar Qamarudeen

| SECRETARY: | Mr Ergin Balli

| REGISTERED OFFICE: | 413 Linen Hall

| 162 - 168 Regent Street,

| London,

| W1B 5TE

| REGISTERED NUMBER: | 14124180 (England and Wales)

| ACCOUNTANTS: | ADPL LLP

| Chartered Certified Accountants

| & Business Advisers

| Ernest House

| 293 Green Lanes

| Palmers Green

| London

| N13 4XS

| EUPHRATES ENERGY LTD (REGISTERED NUMBER: 14124180) |

Balance Sheet

31 DECEMBER 2024

| 31.12.24 | 31.12.23 |

| Notes | $ | $ | $ | $ |

FIXED ASSETS

Intangible assets | 4 | - |  | 310,827 |  |

Tangible assets | 5 | 951 |  | 1,268 |  |

951 |  | 312,095 |  |

CURRENT ASSETS

Debtors | 6 | 8,619 |  | 2,828 |  |

Investments | 7 | 20 |  | 20 |  |

Cash at bank | 2,328,806 |  | 2,654,270 |  |

2,337,445 |  | 2,657,118 |  |

CREDITORS

Amounts falling due within one year | 8 | 280 |  | 227,547 |  |

NET CURRENT ASSETS | 2,337,165 |  | 2,429,571 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,338,116 |  | 2,741,666 |  |

CREDITORS

Amounts falling due after more than one year | 9 | 20 |  | 20 |  |

NET ASSETS | 2,338,096 |  | 2,741,646 |  |

CAPITAL AND RESERVES

Called up share capital | 10 | 1,742,610 |  | 1,742,610 |  |

Share premium | 1,607,500 |  | 1,607,500 |  |

Retained earnings | (1,012,014 | ) | (608,464 | ) |

2,338,096 |  | 2,741,646 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

| EUPHRATES ENERGY LTD (REGISTERED NUMBER: 14124180) |

Balance Sheet - continued

31 DECEMBER 2024

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 18 September 2025 and were signed on its behalf by:

Mr Alan Charles Cutler - Director

| EUPHRATES ENERGY LTD (REGISTERED NUMBER: 14124180) |

Notes to the Financial Statements

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Euphrates Energy 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 Company's functional currency is considered to be US Dollars. The reporting currency in these Financial Statements is therefore US Dollars.

| Intangible assets

| Costs of purchased data used to assist with formulating strategy for licence applications and asset purchases are accumulated and capitalised as Other Intangibles.

| Such assets are considered to have an indefinite useful life and are not subject to amortisation but are tested annually for impairment and elements that have no ongoing commercial value are written-off in the Income Statement.

| The Board have agreed to expense the carrying value of the Intangible Asset as at 31 December 2024, as it has limited commercial value.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| 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.

| EUPHRATES ENERGY LTD (REGISTERED NUMBER: 14124180) |

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Going concern

| The directors have considered the financial position of the company, including the recurring losses incurred during the financial year. The current run-rate of expenses, together with the Board's strong control over the company's financial commitments, provides the directors with confidence that the company will have adequate resources to continue in existence for at least the next 12 months. Accordingly, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 4 (2023 - 3 ) .

4. | INTANGIBLE FIXED ASSETS

| Other

| intangible

| assets

$ |

| COST

| At 1 January 2024 | 310,827 |  |

| Disposals | (310,827 | ) |

| At 31 December 2024 | - |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  |

| At 31 December 2023 | 310,827 |  |

5. | TANGIBLE FIXED ASSETS

| Plant and

| machinery

| etc

$ |

| COST

| At 1 January 2024

| and 31 December 2024 | 2,255 |  |

| DEPRECIATION

| At 1 January 2024 | 987 |  |

| Charge for year | 317 |  |

| At 31 December 2024 | 1,304 |  |

| NET BOOK VALUE

| At 31 December 2024 | 951 |  |

| At 31 December 2023 | 1,268 |  |

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

| 31.12.24 |  | 31.12.23

$ | $ |

| Other debtors | 8,619 |  | 2,828 |  |

| EUPHRATES ENERGY LTD (REGISTERED NUMBER: 14124180) |

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

7. | CURRENT ASSET INVESTMENTS

| 31.12.24 |  | 31.12.23

$ | $ |

| Shares in group undertakings | 20 |  | 20 |  |

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

| 31.12.24 |  | 31.12.23

$ | $ |

| Trade creditors | 280 |  | 27,547 |  |

| Other creditors | - |  | 200,000 |  |

280 |  | 227,547 |  |

9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.24 |  | 31.12.23

$ | $ |

| Other creditors | 20 |  | 20 |  |

10. | CALLED UP SHARE CAPITAL

| The Company operates two share option schemes, with essentially equivalent terms, to incentivise members of its management and technical teams who are not otherwise remunerated through the Company's start-up phase. The options granted under the schemes will vest upon the completion of a material acquisition by the Company.

| As at 31st December 2024, 10,825,000 options (2023:10,075,000) granted over the ordinary shares of the Company were outstanding and un-vested.