These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Anaergia Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 24, Lyndon Business Park, 62 Farrier Road, Lincoln, LN6 3RU.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

These financial statements have been prepared on a going concern basis, which presumes the realisation of assets and discharge of liabilities under the normal course of the business for the foreseeable future. The company has the committed support of its ultimate parent, Anaergia Inc., to provide any funding not available through other sources for at least 12 months from the signing of these financial statements. The ultimate parent company is listed on a public stock exchange and trades on a worldwide basis.true

We draw attention to the fact that as at 31 December 2024, the company had net liabilities of £12,704,196 (2023: £12,474,112).

The annual financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets, settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

The ability of the company to continue as a going concern is dependent on a number of factors most significantly of these is that the directors continue to procure funding for the on-going operations of the company and that the company receives support from its parent undertaking which has confirmed that it will provide the necessary financial support for at least 12 months from the signing of these accounts. These events or conditions, along with other matters set forth above, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable 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.

In respect to long term contracts and contracts of on-going services, turnover represents the value of work done in the year, including estimates of amounts invoiced. Turnover in respect of long-term completion and contracts for on-going services is recognised by reference to the stage of completion.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation 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:

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 credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks 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.

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 current liabilities.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 debtors 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 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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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

Equity instruments issued by the company 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 company.

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 fixed 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 leases asset are consumed.

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 company’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Turnover and cost of sales are sensitive to changes in the estimated levels of accrued income and expenditure arising from long term contracts. The proportion of the contract complete and the final profit margin to be achieved have been estimated based on post year end movements and comparisons to similar contracts.

A bad debt provision has been included in respect of a capital contract. The year end debtor has been compared to monies recovered post year end, with a the remaining balance being provided for as there is uncertainty regarding its recoverability.

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

During the current reporting period, certain amounts previously included within fair value movements in administrative expenses have been reclassified to bad debt provisions within administrative expenses. This reclassification has resulted in an decrease in bad debt provisions and a corresponding increase in fair value movements of £556,320. The reclassification has no impact on total administrative expenses, profit for the period, or the reserves reported in the prior year.

Intercompany balances under one year are receivable on demand and interest free.

Intercompany balances under one year are repayable on demand and interest free.

Intercompany balances over one year are not repayable on demand and carry an interest rate of 5.5%. The interest rate included in the financial statements is a market led rate of borrowing based on the performance of the Company.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report was unqualified.

Material uncertainty relating to going concern

We draw attention to Note 1.2 within the financial statements, which sets out the directors’ assessment of the Company’s ability to continue as a going concern. While the Company’s immediate trading activities are supported by secured future contracts, there remains a material uncertainty in respect of the Company’s own financial performance and liquidity position. In particular, the Company continues to experience pressures on cash flow and profitability despite the secured contracts, which may affect its ability to meet obligations as they fall due.

Notwithstanding the recent increase in the Group’s share price, the underlying financial results of both the Company and the wider Group continue to indicate areas of financial stress and liquidity pressures. These factors, taken together, represent a material uncertainty which 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.

The Company has taken advantage of the exemption under section 33.1A of FRS 102 not to disclose details of related party transactions with other wholly owned group companies.

No further transactions occurred which requires disclosure under FRS 102 section 1A.

The Company is under the immediate control of Anaergia Europe GmbH, a company incorporated in Germany whose financial statements are the smallest consolidation in which the results of Anaergia Limited are consolidated. Copies of the accounts of Anaergia Europe GmbH may be obtained by writing to Zeppelinstaße 8, D-85399 Hallergmoos, Germany.

The ultimate parent company and controlling party changed in July 2024 to Marny Investissement SA, a company incorporated in Luxembourg. Copies of the accounts of Marny Investissement SA may be obtained by writing to 205, route d´Arlon L-1150 Luxembourg.

Previously the parent company and controlling party was Anaergia Inc., a company incorporated in Canada whose financial statements are the largest consolidation in which the results of Anaergia Limited are consolidated. Copies of the accounts of Anaergia Inc. may be obtained by writing to 4210 South Service Road, Burlington, ON L7L 4X5, Canada.