Company No: 13949000 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	E Cliffe (Appointed 20 December 2024)
	M D'Onofrio (Resigned 20 December 2024)
	K S Gains (Appointed 20 December 2024)
	E Robins
	M L Shaw
	C J Walton (Appointed 20 December 2024)

REGISTERED OFFICE	27-31 Clerkenwell Close
	Unit Cs.G21 Clerkenwell Workshops
	London
	EC1 R 0AT
	United Kingdom

COMPANY NUMBER

13949000 (England and Wales)

AUDITOR	Armstrong Watson Audit Limited
	Statutory Auditor
	Suite 62, Pure Offices
	Brooks Drive, Cheadle Royal
	Business Park
	Manchester
	SK8 3TD

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	274,474		14,900
Investments	4	3		0
		274,477		14,900
Current assets
Debtors	5	335,673		178,196
Cash at bank and in hand		2,752,483		308,864
		3,088,156		487,060
Creditors: amounts falling due within one year	6	( 1,503,066)		( 332,666)
Net current assets		1,585,090		154,394
Total assets less current liabilities		1,859,567		169,294
Creditors: amounts falling due after more than one year	7	( 2,769,900)		( 546,682)
Provision for liabilities	9	( 150,000)		0
Net liabilities		( 1,060,333)		( 377,388)
Capital and reserves
Called-up share capital	10	1,478		1,310
Share premium account		2,698,680		1,698,848
Other reserves		284,741		0
Profit and loss account		( 4,045,232 )		( 2,077,546 )
Total shareholders' deficit		( 1,060,333)		( 377,388)

The 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 Aegis Energy Ltd (registered number: 13949000) were approved and authorised for issue by the Board of Directors on 16 September 2025. They were signed on its behalf by:

M L Shaw Director

1. Accounting policies

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

General information and basis of accounting

Aegis Energy Ltd (the Company) is a private company, limited by shares, incorporated 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 27-31 Clerkenwell Close, Unit Cs.G21 Clerkenwell Workshops, London, EC1 R 0AT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of Aegis Energy Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The financial statements have been prepared on a going concern basis.

The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

Financial support for the business is currently provided by Quinbrook Infrastructure Partners, the Directors are satisfied that this funding will continue for a period of not less than 12 months from the date of these financial statements.

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 Balance Sheet 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 on monetary items.

Turnover

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, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of turnover can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Assets under construction	not depreciated
Plant and machinery	4 years straight line
Computer equipment	2 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Comprehensive Income over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
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 assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial 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.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Compound insuruments
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

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 Balance Sheet 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.

Pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	13		6

3. Tangible assets

	Assets under construc- tion		Plant and machinery		Computer equipment		Total
	£		£		£		£
Cost
At 01 January 2024	0		0		19,780		19,780
Additions	59,577		241,188		10,920		311,685
Disposals	0		0		( 1,256)		( 1,256)
At 31 December 2024	59,577		241,188		29,444		330,209
Accumulated depreciation
At 01 January 2024	0		0		4,880		4,880
Charge for the financial year	0		39,652		11,989		51,641
Disposals	0		0		( 786)		( 786)
At 31 December 2024	0		39,652		16,083		55,735
Net book value
At 31 December 2024	59,577		201,536		13,361		274,474
At 31 December 2023	0		0		14,900		14,900

4. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	0
Additions	3
At 31 December 2024	3
Carrying value at 31 December 2024	3
Carrying value at 31 December 2023	0

5. Debtors

	2024		2023
	£		£
Trade debtors	16,404		0
Prepayments	947		119,086
VAT recoverable	118,322		55,941
Deposits	200,000		0
Other debtors	0		3,169
	335,673		178,196

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	573,300		261,858
Accruals	100,531		47,121
Other taxation and social security	205,683		18,317
Other creditors	623,552		5,370
	1,503,066		332,666

7. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Convertible loan notes (secured)	2,769,900		0
Other creditors	0		546,682
	2,769,900		546,682

As at 31 December 2024, the Company had convertible loan notes which were secured by a fixed charge given over all land or intellectual property rights from time to time owned by the Company, the security also contains a floating charge which covers all the property or undertaking of the Company.

8. Convertible loans

The Company issued £3,042,150 of convertible loan notes on 20 December 2024. The convertible loan notes are convertible into ordinary shares of the Company at any time between the date of issue of the notes and their settlement date. If the notes have not been converted, they will be redeemed on 20 December 2027 at par. Interest of 12 per cent will be paid annually up until that settlement date.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company, as follows:

	2024
	£
Nominal value of convertible loan notes issued	3,042,150
Equity component	(284,741)
Liability components at date of issue	2,757,409
Interest charged	12,491
Interest paid	0
Liability component at 31 December 2024	2,769,900

9. Provision for liabilities

	2024		2023
	£		£
Other provisions	150,000		0

This is the provision for a contingent fee payable on the conversion of the Company's convertible loan notes.

10. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
147,778,141 A Shares ordinary shares of £ 0.00001 each (2023: 130,957,567 shares of £ 0.00001 each)	1,478		1,310

On 22nd March 2024, there was an issue of 14,070,420 A Ordinary shares of £0.00001 with an aggregate nominal value of £141. The share issued resulted in a share premium of £836,360 being recognised.

On 28th March 2024, there was an issue of 420,515 A Ordinary shares of £0.00001 with an aggregate nominal value of £4. The share issue resulted in a share premium of £24,996 being recognised.

On the 21st May 2024, there was an issue of 2,329,639 A Shares of £0.00001 with an aggregate nominal value of £23. The share issue resulted in a share premium of £138,476 being recognised.

On 20th December 2024, there was an issue of 118,222,513 B shares of £0.00001 with an aggregate nominal of £1,182.23, this resulted in a share premium of £19,998,875 for which payment had not yet been called and was therefore not recognised in these financial statements.

11. Financial commitments

Commitments

Capital commitments are as follows:

	2024		2023
	£		£
Contracted for but not provided for:
Tangible fixed assets	1,160,285		0

12. Events after the Balance Sheet date

Following the year end, the Company issued a further £2,708,449 of convertible loan notes. The convertible loan notes are convertible into ordinary shares of the Company at any time between the date of issue of the notes and their settlement date. If the notes have not been converted, they will be redeemed on 20 December 2027 at par. Interest of 12% will be paid annually up until that settlement date.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and equity component, representing the fair value of the embedded option to convert the liability into equity of the company. The transaction resulted in the recognition of a £2,454,942 liability and an £253,507 increase in equity, recognised within other reserves.

13. Leasing agreements

At the year end, the Company had future total lease payments under non-cancellable operating leases of £24,275 (2023 - £57,374).

14. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2024 was unqualified.

The audit report was signed by Steven Preston on behalf of Armstrong Watson Audit Limited.