Company No: 15804195 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	31.12.2024
		€
Fixed assets
Investments	3	3,616,048
		3,616,048
Current assets
Debtors	4	10,070,269
Cash at bank and in hand		1,141,103
		11,211,372
Creditors: amounts falling due within one year	5	( 141,728)
Net current assets		11,069,644
Total assets less current liabilities		14,685,692
Net assets		14,685,692
Capital and reserves
Called-up share capital	6	4,781,034
Share premium account		7,631
Other reserves		10,212,589
Profit and loss account		( 315,562 )
Total shareholders' funds		14,685,692

For the financial period ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of TDI Renewables Limited (registered number: 15804195) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

A Vardimon Director

I Isman Director

18 September 2025

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.

General information and basis of accounting

TDI Renewables Limited (the Company) is a private company, limited by shares, incorporated on 26 June 2024 in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 1 Fore Street Avenue, London, EC2Y 9DT.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in EUR which is the functional currency of the Company and rounded to the nearest €.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) 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 Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	Period from 26.06.2024 to 31.12.2024
	Number
Number of persons employed by the company during the period, including directors	5

3. Fixed asset investments

	31.12.2024
	€
Subsidiary undertakings	1,501,217
Participating interests	2,114,831
	3,616,048

Investments in subsidiaries

	31.12.2024
	€
Cost
At 26 June 2024	0
Additions	1,501,217
Movement in fair value	0
At 31 December 2024	1,501,217
Carrying value at 31 December 2024	1,501,217

	Investments in associates		Total
	€		€
Cost or valuation before impairment
At 26 June 2024	0		0
Additions	2,114,831		2,114,831
At 31 December 2024	2,114,831		2,114,831
Carrying value at 31 December 2024	2,114,831		2,114,831

The fair value of investments has been determined with reference to a valuation provided by an independent third party.

4. Debtors

	31.12.2024
	€
Amounts owed by group undertakings	1,638,900
Other debtors	8,431,369
	10,070,269

Amounts owed by group undertakings are unsecured, interest-free, have no fixed date of repayment and are repayable on demand.

5. Creditors: amounts falling due within one year

	31.12.2024
	€
Trade creditors	17,854
Amounts owed to group undertakings	85,017
Other taxation and social security	12,710
Other creditors	26,147
	141,728

6. Called-up share capital

	31.12.2024
	€
Allotted, called-up and fully-paid
1,034,146 Ordinary shares of € 0.001 each	1,034
353 Preferred A non-redeemable preference shares of € 10,000.00 each	3,530,000
125 Preferred B non-redeemable preference shares of € 10,000.00 each	1,250,000
	4,780,000
	4,781,034

On 26 June 2024, 800,000 ordinary shares were issued at a nominal value of €0.001.
On 25 November 2024, 234,146 ordinary shares were issued at a nominal value of €0.001.
On 25 November 2024, 353 preferred A shares were issued at a nominal value of €10,000 for a cash consideration of €3,537,631.
On 25 November 2024, 125 preferred B shares were issued at a nominal value of €10,000.

7. Related party transactions

Where possible, the company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.

8. Events after the Balance Sheet date

On 3 February 2025, the company issued 578 preferred B shares of EUR 10,000 each for a total cash consideration of 5,781,000. On 5 February 2025, the company issued 213,530 ordinary shares of 0.001 each at par value. The subscription funds for the ordinary shares had been received prior to the year end on 31 December 2024.

On 1 August 2025, the company issued 65 preferred A shares and 134 preferred B shares of EUR 10,000 each for a total cash consideration of EUR 2,000,000.

These transactions occurred after the balance sheet date of 31 December 2024 and therefore have not been recognised in these financial statements.

9. Strategic agreement

On 7 November 2024, Helios 5 Re Development Limited Partnership (“Helios”) and TDI Wind and Solar Energy Ltd. (“TDI Israel”) formed a strategic partnership, which included the incorporation of the Company, to develop solar, wind, and energy storage projects across Central and Eastern Europe. The collaboration is expected to accelerate the growth of the Company’s extensive project pipeline, supporting the successful construction and operation of renewable energy assets. The partnership expands clean energy infrastructure aligning with Europe’s Net Zero strategy.

As part of the agreement, the Company's shareholders committed to investing a total of €15,000,000, with a time-limited option (to be exercised by Helios) to increase the total Company's shareholders’ investments by up to an additional €22,500,000.

As of 31 December 2024, the shareholders had invested a total of €6,569,000, in exchange for the issuance of 1,034,146 ordinary shares, 353 preferred A shares and 125 preferred B shares.

As of 31 December 2024, the remaining committed investment amounts to €8,431,000, out of which €6,000,000 were invested in the Company after the reporting period.

10. Shareholders after the Balance Sheet date

	31.12.2024
	€
800,000 Ordinary shares - TDI Wind and Solar Energy Ltd	800
234,146 Ordinary shares - Helios 5 Re Development, Limited Partnership L.P.	234
124,642 Ordinary shares - IBI Trust Management (Isaac Isman)	125
88,888 Ordinary shares - IBI Trust Management (Nitay Meir)	89
418 Preferred A shares - TDI Wind and Solar Energy Ltd	4,180,000
837 Preferred B shares - Helios 5 Re Development, Limited Partnership L.P.	8,370,000
	12,551,248

Following the end of the financial year, the company experienced changes in its share ownership. These changes were incorporated into the shareholder register. This updated information does not affect the figures presented for the financial year but is disclosed for completeness and transparency.