The directors present the strategic report for the year ended 31 December 2024.

Building on a year of rapid growth in 2023, Anemoi Marine Technologies Limited continued to raise its profile and build traction throughout 2024, delivering major commercial projects, expanding global operations, and driving innovation in wind propulsion technology.

A major milestone for Anemoi in 2024 was the successful delivery of two Very Large Ore Carriers (VLOCs), each fitted with Anemoi’s largest Rotor Sails to date, 5 metres in diameter and 35 metres in height. These systems, deployed on a folding system, represent a significant advance in performance and engineering, demonstrating Anemoi’s ability to scale its technology for the industry’s largest vessels.

Towards the end of 2024, in support of its expanding global footprint, Anemoi set up a new production facility in Jiangsu, China. This development further strengthens the Group’s capacity to meet increasing demand, reduce lead time, while maintaining high quality and full oversight of the manufacturing process.

Anemoi also progressed the development of a new 3.5m diameter rotor sail in 2024, designed to suit smaller bulkers and tankers as part of the winning Clean Maritime Demonstration Competition (CMDC) 4 grant. This product will support a broader range of vessel sizes and configurations and underpin future commercial installations already in the pipeline.

The Group secured several new project wins in 2024 with Japanese and Taiwanese shipowners, marking a continued expansion into key Asian markets and solidifying Anemoi’s reputation as a trusted technology partner in the region.

Leadership at Anemoi also evolved in 2024, with Clare Urmston appointed as Chief Executive Officer in December 2024. Clare steps into the role following her impactful leadership as CFO and CFOO and brings a deep understanding of the business and its long-term vision.

Risk management processes and controls are embedded in our operations and overseen by the board. The key risks and uncertainties facing the Group are as follows:

Market risk

Market uncertainty presents a risk at this early stage of the technology, as the timing and ramp-up of demand are not yet certain. Upcoming regulatory changes are anticipated to positively influence demand, though their exact timing remains uncertain. Anemoi maintains strong market engagement and has established a robust sales pipeline, supported by a manufacturing facility capable of scaling production rapidly as demand grows.

Operational risk

Disruptions to the supply chain or production processes may impact our ability to deliver high-quality, cost-effective products on time. To address this, the Group has established strong supplier relationships and built experienced in-house production and project teams, ensuring operational resilience, product quality, and timely delivery are maintained.

Financial risk

The business is exposed to risks arising from foreign currency fluctuations and counterparty credit exposure. Exchange rates are actively monitored and hedging strategies are utilised to manage foreign currency risk. Additionally, counterparty credit risk is mitigated by engaging with reputable counterparties and maintaining prudent credit control processes.

Liquidity risk

There is a risk that the Group may not have sufficient liquidity to meet its short-term financial obligations. Anemoi has committed contracts in place and has access to committed financial support from its parent company, ensuring the availability of funds to support operations.

Financial review

The results for the year and the financial position at the year-end are set out in the financial statements. 

Key financial highlights: 

While the business secured new contracts during the year, these did not contribute to current-year performance, as production will commence in 2025. Revenue is recognised over the production period, the timing of which is dependent on the vessel’s scheduled dry-dock date for retrofits or delivery date for newbuilds, which may occur more than a year after signing. This timing lag can result in year-on-year fluctuations in revenue and is the reason for the decline in revenue and gross profit for 2024. The Group's performance is expected to improve in 2025 on recognition of these new contracts.

Despite these short-term financial impacts, Anemoi continues to benefit from operational efficiencies delivered through the production site in Jiangsu, which plays a pivotal role in reducing cost base and improving long-term scalability.

The Group's strategy remains focused on building the core infrastructure and making targeted investments in research and development. These initiatives are designed to ensure Anemoi is well-positioned to scale operations effectively in response to future demand—while maintaining a strong emphasis on cost discipline and efficiency.

Although Anemoi is still in the early stages of market development, it anticipates further growth opportunities as new regulations are introduced and emission reduction targets approach. These regulatory shifts are expected to create favourable conditions for the Group's offering and strengthen its competitive positioning in the years ahead.

The Group maintained a healthy cash position at the balance sheet date, ensuring sufficient liquidity to meet short-term operational needs. However, the Group reports a net liabilities position, largely attributable to the growth phase and initial investment in infrastructure and development.

Notwithstanding this position, the Group benefits from the ongoing financial support of its parent company, which has confirmed its intention to provide funding as required. This support underpins the going concern assumption and provides a solid foundation for the continued growth and execution of its strategic objectives.

Future developments

Looking ahead, Anemoi will continue to focus on quality as its core strategic driver and customer value proposition. By maintaining the highest standards, the Group is able to deliver reliable, high-performance solutions that build customer confidence and support the adoption of rotor sail technology.

Anemoi will also continue to prioritise trust and transparency across the industry. In a key step forward, performance data from one rotor sail equipped vessel has already been independently verified, reinforcing confidence in the technology. Anemoi will continue testing and assessing the results from its other installations.

Research and development will remain central to Anemoi’s strategy in 2025 and beyond, some aspects of which will be supported by UK government grant funds. The focus will be on further improving rotor sail performance and expanding their suitability for more complex vessel types, particularly tankers, which require compliance with explosion-proof standards. These efforts will help unlock wind propulsion’s potential across a broader range of ships.

2026 will also see the first installations of Anemoi’s newly developed smaller 3.5m diameter Rotor Sails on smaller bulk carriers such as Ultramax and Handysize vessels.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be that of the design, development, production and supply of Rotor Sail technology, also known as Flettner Rotors. Rotor Sails are a form of wind propulsion for large commercial ships. The technology provides auxiliary propulsion to vessels to reduce fuel consumption and lower harmful emissions, helping the maritime industry meet its emission reduction targets.

Business review

A review of the business and developments during the year is contained in the Strategic Report.

The results for the year are set out on page 9.

No ordinary or preference share dividends were paid during the year, the directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

In accordance with the company's articles, a resolution proposing that BKL Audit LLP be reappointed as auditor of the group will be put at a General Meeting.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Anemoi Marine Technologies Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations, health and safety regulations and anti-bribery and anti-corruption laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the auditors included:

• Discussions with the members, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; and

• Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £7,203,807 (2023 - £4,442,933 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Anemoi Marine Technologies Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor Marlow House, 1A Lloyds Avenue, London, EC3N 3AA.

The group consists of Anemoi Marine Technologies Ltd and its trading subsidiary.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated group financial statements consist of the financial statements of the parent company Anemoi Marine Technologies Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the balance sheet date, the group had net liabilities of £10,509,799 (2023: £3,381,581). The group has convertible loan notes and accrued interest totalling £16,846,724 (2023: £11,742,109) owed to its shareholder. The shareholder has committed to provide the financial support necessary to ensure that the group can meet its working capital needs for at least 12 months from the approval of the financial statements.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue relates to income from the manufacture and installation of rotor sails fitted on commercial vessels. The “percentage of completion method” is used to determine the appropriate amount of revenue to recognise for various sales contracts in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Spare parts are classified as inventories when they are held for use in the production process. These parts are initially measured at cost, which includes the purchase price invoiced by suppliers and any other directly attributable costs necessary to bring the spare parts to their current location and condition. Spare parts are expensed as part of the cost of sales when consumed or used in production. If it is determined that spare parts are no longer expected to be utilised in the production process, an impairment loss is recognised.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.

Cash and cash equivalents are basic financial assets and include cash in hand.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Therefore, the economic benefit arising as a result of the rent-free periods in the lease are spread from the date which rent-free period starts until the end of the lease.

Grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

When estimating the warranty provision, management considers several key factors, including the total project cost and historical experience with similar projects. The percentage applied to estimate the warranty obligation involves significant judgement. Based on management's analysis, it is estimated that covering defects or after-sales service costs will require a provision of between 2% and 3% of the total project cost.

Staff and consultancy costs have been capitalised based on the percentage of time dedicated to the development of rotor sails technology. This percentage is determined through management’s judgment, using estimates of time spent during the financial year on design improvements and technological development.

A provision for loss on onerous contracts has been recognised in the financial statements for loss making projects. Management evaluates several factors, including project profit and loss forecasts and past experience, to determine the appropriate provision amount.

Project costs have been accrued based on the stage of completion at the reporting date. Management assesses the stage of completion using suitably qualified engineer evaluations and applies this to the total estimated project cost to determine the appropriate accrual.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

Included within wages and salaries is an amount of £1,044,437 (2023: £400,102) that has been capitalised as intangible assets as part of development costs.

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Research and development expenditure is amortised on a straight-line basis over a period of 10 years and represents the cost of designing energy efficient rotor sails currently being sold by the group.

Details of the company's subsidiary at 31 December 2024 are as follows:

Convertible loan notes of £3.949 million were issued during the year. The notes are convertible into ordinary shares of the company on the earlier of the next Relevant Fund Raising into Senior Shares or on a Change of Control.

The interest expensed for the year is calculated by applying an effective interest rate of 8% to the liability component of the loan notes. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year, the company issued 18 £1 "November 2020 Growth Shares" for a consideration of £72.39 per share.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

During the year the group entered into the following transactions with related parties:

Company:

The company has taken advantage of the exemption available in accordance with Section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between the company and its wholly owned subsidiary undertaking.

During the year, consultancy services amounting to £46,250 (2023: £75,000) were provided to the company by a director. At the year end, £121,250 (2023: £75,000) was outstanding to the director.

The parent company of Anemoi Marine Technologies Ltd is Starkville Holding Ltd, a company incorporated in Cyprus whose registered office address is Panateli, Katelari, 16 Diagoros House, Floor 7, 1097 Nicosia, Cyprus.