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

For the financial year ended 31 December 2024 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

• The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;

• The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,079,274 (2023 - £345,747 loss).

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

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

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.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Pelagic Energy Development Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is First Floor River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey, GU7 1EZ.

The group consists of Pelagic Energy Development Limited and all of its subsidiaries.

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 £1.

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The consolidated financial statements incorporate those of Pelagic Energy Development Ltd and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 December 2024.

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.

For the year ending 31 December 2024, the group produced a loss of £3,370,691 and had net liabilities of £6,816,178. The directors have confirmed the continuation of support from lenders and therefore deem that they have sufficient arrangements in place to continue to support the business for the foreseeable future and therefore the directors’ continue to adopt the going concern basis of accounting in preparing the financial statements.

Tangible fixed assets are stated at cost less accumulated depreciation and impairment losses. Cost includes all expenditure directly attributable to bringing the asset into working condition for its intended use. Work in Progress (WIP) on tangible fixed assets is capitalised when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the asset can be measured reliably. Once WIP has been capitalised, subsequent expenditure on this asset continues to be capitalised.

Tangible fixed assets are depreciated once they are suitable for their intended use.

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, associates and jointly controlled entities 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

Work in progress is stated at the lower of cost and net realisable value.

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 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 balance sheet 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 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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans, 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.

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

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

Other creditors include loans from Constantine Energy Storage LLP to nine of the group's subsidiaries, namely;

HD143OCK Ltd

HD888CAP Ltd

HD777FRY Ltd

HD144WHI Ltd

HD639LEG Ltd

HB333MIL Ltd

HD192RAY Ltd

HD000ACT Ltd

Kirkby Battery Storage Ltd

Constantine Energy Storage LLP holds a fixed and floating charge over the property of each company.

Constantine Group Limited

The loans from Constantine Group Limited are secured by fixed and floating charges over the assets of the company and group.

Pelagic Energy Development Limited ('PD') has available to it a loan facility of £2.0m and a facility arrangement of a further £500k (together the ‘Loan(s)’). The Loans put certain restrictions on PD in relation to use of the proceeds of the Loans and other restrictions relating to material activities of the company. Interest accrues (but does not compound) on any outstanding Loan amounts at a rate of 7% per annum and only becomes payable on maturity of the Loan. During the year Constantine Group Limited advanced further funding over and above the amounts in the loan facility.

Constantine Group Limited also advanced further funding to PD as part of a Mezzanine loan upon which interest accrues (but does not compound) at 40% per annum, and is repayable on demand in full and a "Transformer facility", upon which interest accrues (but does not compound) at 8% per annum, and is repayable on demand in full.

Pelagic Energy Limited

Pelagic Energy Limited (50% parent company) has advanced a further £10,000 as part of its existing loan to Pelagic Energy Development Limited, bringing the total loan £750,000 at the year end. Interest accrues (but does not compound) at a rate of 7% per annum.

Constantine Energy Storage LLP

During the year, five of the subsidiary companies received further advances on their existing loans from Constantine Energy Storage LLP, an associated limited liability partnership. Interest is charged at 7.5% on the loans to HD143OCK Ltd and HD888CAP Ltd and is compounded annually. Interest is charged at 8.5% on the loans to HD777FRY Ltd, HD144WHI Ltd and HD639LEG Ltd and is compounded annually.

At the year end, the following amounts owed to Constantine Energy Storage LLP including interest are as follows:

HD143OCK Ltd - £51,158,583 (2023 - £42,734,068).

HD888CAP Ltd - £47,030,815 (2023 - £11,728,430).

HD777FRY Ltd - £37,769,852 (2023 - £2,539,999).

HD144WHI Ltd - £39,742,305 (2023 - £4,988,251).

HD639LEG Ltd - £34,552,068 (2023 - £323,662).

During the year, a further four of the subsidiary companies (HB333MIL Ltd, HD192RAY Ltd, HD000ACT Ltd, Kirkby Battery Storage Ltd) received loan advances from Constantine Energy Storage LLP. Interest is charged at 9% and is compounded annually. At the year end, the total amounts owed to Constantine Energy Storage LLP including interest, in respect of these loans, was £1,458,084.

Constantine Energy Storage LLP had previously entered into a forward contracts on behalf of the five companies listed above, and held back to back agreements with each of these companies individually. The amounts relating to HD143OCK Ltd and HD888CAP Ltd in respect of these forward contracts were settled in the year ended 31 December 2023. The amounts relating to HD777FRY Ltd, HD144WHI Ltd and HD639LEG Ltd in respect of these forward contracts were settled in the year ended 31 December 2024. There are no further balances outstanding in respect of these forward contracts at the year end.

Deferred tax related to unrelieved tax losses has not been recognised due to uncertainty of future use.

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

Since the year end the company has disposed one of its subsidiaries, being HD143OCK Ltd, with completion of the disposal taking place on 4 June 2025.

The company has taken advantage of the exemption available within FRS 102, whereby it has not disclosed transactions with its parent company or any subsidiaries that are wholly owned within the group.true

There is no ultimate controlling party.