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Financial Statements
Ryze Power Group Limited (formerly Ryze Power Midco Limited)
For the year ended 31 December 2024
Registered number: 14647720
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Company Information
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G Beyer (appointed 19 February 2024)
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H Bowcott (appointed 30 July 2025)
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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Contents
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Independent auditor's report
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Statement of changes in equity
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Notes to the financial statements
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Independent auditor's report to the members of Ryze Power Group Limited
We have audited the financial statements of Ryze Power Group Limited (formerly known as Ryze Power Midco Limited), which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity for the financial year ended 31 December 2024, and the related notes to the financial statements, including a summary of 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, Ryze Power Group Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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 Company's ability to continue as a going concern for a period of at least twelve months from the date 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.
Page 1
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Independent auditor's report to the members of Ryze Power Group Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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; or
∙the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.
Page 2
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Independent auditor's report to the members of Ryze Power Group Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their 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.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy 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 Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. 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 to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Page 3
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Independent auditor's report to the members of Ryze Power Group Limited (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made; gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating impairment of investments and debtors; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Neal Taylor FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
29 September 2025
Page 4
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Ryze Power Group Limited
Registered number:14647720
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Balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
The notes on pages 7 to 11 form part of these financial statements.
Page 5
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Statement of changes in equity
For the year ended 31 December 2024
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At 1 January 2024 (as restated)
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Comprehensive income for the year
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Statement of changes in equity
For the year ended 31 December 2023
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Comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period (as restated)
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At 31 December 2023 (as restated)
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The notes on pages 7 to 11 form part of these financial statements.
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Page 6
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Notes to the financial statements
For the year ended 31 December 2024
Ryze Power Group Limited (formerly known as Ryze Power Midco Limited) is a private company, limited by shares, incorporated in England and Wales with registration number 14647720. The registered office is North Bailey House, 12 New Inn Hall Street, Oxford, England, OX1 2RP.
The principal activity of the Company is to provide finance support to the group entities.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The financial statements have been prepared on a going concern basis which assumes the continued financial support of the parent company, which has provided confirmation of their intention to provide such financial support as is necessary for the Company to continue its operations for the foreseeable future and at least 12 months from the date of signing of the financial statements.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 7
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the director's are required to make significant judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making sure judgements, estimates and assumptions, the actual results and outcomes may differ. The items in the financial statements where these judgements and estimates have been made include:
Allowance for impairment of investments
Investment in subsidiary undertakings is measured at cost less accumulated impairment. Where there is an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate of recoverable amount is considered in light of the trading and balance sheet strength of the subsidiary together with the directors’ best estimate of future performance of the subsidiary.
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The average monthly number of employees, including directors, during the year was 5 (2023 - 5).
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Investments in subsidiary companies
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Page 8
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Notes to the financial statements
For the year ended 31 December 2024
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The following were subsidiary undertakings of the Company:
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The principal activity of the company is to buy and sell hydrogen.
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Ryze Power Europe Limited
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The Principal activities of the Company are activities relating to bussiness support.
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The registered office all subsidiaries is North Bailey House, 12 New Inn Hall Street, Oxford, England, OX1 2RP.
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Amounts owed by related undertakings
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Amounts owed by related undertakings are unsecured, interest free and repayable on demand. Included in Amounts owed by related undertakings is £Nil (2023: £2,000,000) relating to unpaid share capital.
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Cash and cash equivalents
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Page 9
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Notes to the financial statements
For the year ended 31 December 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to other participating interests
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The other loan is subject to an interest rate of 15%.
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Allotted, called up and partly paid
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100 (2023 - 100) Ordinary shares shares of £1.00 each
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Called up share capital represents the nominal value of shares that have been issued.
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Share premium account
Includes any premium received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.
Called up share capital
Represents the nominal value of shares that have been issued.
Profit and loss account
This includes all current and prior period retained profits and losses.
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Related party transactions
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The company has availed of the exemption under FRS 102 section 33, Paragraph 33.1A which does not require disclosure of transactions entered into between any subsidiary undertaking which is wholly owned by a member of that group.
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Page 10
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Notes to the financial statements
For the year ended 31 December 2024
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Post balance sheet events
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There have been no significant event affecting the company since the year end.
The immediate parent undertaking is HydraB Power Limited, a Company incorporated in England and Wales. The ultimate controlling party is J C E Bamford.
The smallest and largest group in which the results of the Company are consolidated is that headed by HydraB Power Limited, a company registered in England. These accounts can be obtained from Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.
The prior year comparative has been adjusted to recognise an amount receivable from a Related Party of £2,000,000, with corresponding credit to share premium to reflect the correct share premium arising on the issue of shares in the year ended 31 December 2023. The impact on shareholders’ funds as at 31 December 2024 was an increase of £2,000,000. There is no impact on losses presented for the period ended 31 December 2023 not on any impact on shareholders’ funds as at 1 February 2023.
Page 11
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