REGISTERED NUMBER: 13481469 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 25 DECEMBER 2024

FOR

TAE POWER SOLUTIONS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

K Munipella

R Bareket

REGISTERED OFFICE:

C/O Thrings Llp

6 Drakes Meadow

Swindon

SN3 3LL

REGISTERED NUMBER:

13481469 (England and Wales)

AUDITORS:

TC Group

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

The directors present their strategic report of the company and the group for the year ended 25 December 2024.

REVIEW OF BUSINESS

At TAE, we see a future fuelled by good, clean power: Electricity that is abundant, carbon-free, non-radioactive, and affordable for all, provided by commercial fusion energy. But the path to that perfect energy source demands innovations we can implement today.

Enter TAE Power Solutions. Our revolutionary technologies were originally developed to bridge the gap between the amount of power needed to run a TAE fusion research reactor and what was supplied by the local power grid.

With no sufficient solution available in the market, TAE created a first-of-its-kind energy storage and power delivery system. That innovation has unlocked a complete clean energy ecosystem, including more affordable and efficient storage, ultrafast charging capabilities, electric vehicle powertrains, peak shaving, buffering, and second life of batteries. TAE Power Solutions is now adapting the same technology invented to power our fusion technology for your car, home, or business - accelerating the transition to an electrified world.

During the period, the group has continued to develop its mobility team and several group functions, supporting the global TPS family. With the global group focusing on the mobility and stationary sectors, we have an unparalleled opportunity to succeed in two of the fastest growing markets. The UK group has seen the team continue to develop its innovative ACi technology. ACi unlocks the true potential of the battery with the ability to balance thermal loads and actively monitor State of Charge (SOC) and State of Health (SOH) for precise control of each module in the pack. This unique approach enables systems that are faster charging, have stronger sustained power, and are longer lasting to ensure EVs can go the distance without range anxiety.

The business is continuing to focus on maximising its commercial potential, operationalise the business and create a platform for long term sustainable growth.

During the financial period, the group divested its non-core operations, with a customer acquiring the wiring harness element of the group in June 2024. This allows the group to continue its focus on our core ACi technology.

In November 2024, the group completed an internal restructure, which saw the UK headcount reduce to 75 employees as we look to right-size the business and its operations to maximise potential and reduce ongoing fixed costs.

MISSION

Lead the world in the development of power management technologies. We leverage our nuclear fusion DNA to create solutions that move the world toward sustainable energy by accelerating the best energy storage, EV powertrain, and charging products to market.

VISION

A clean, electric future where the world's best power systems run on TAE technologies.

VALUES

We will harness the skill, commitment and knowledge of our staff by investing in their professional development and planning for our future.

We will be recognized as a progressive and valued employer, with staff who are proud to work here.

We will develop a business culture around being EPIC both internally and externally.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have assessed the principal risks that face the business now and in the future.

Human Resource Risk

The team are key to the success of the group and we are trying to create an atmosphere and culture that helps to attract and retain talent. We look to continually invest in the team in order to create a place where the team want to achieve exciting things.

Liquidity Risk

The Company continues to manage its financial risk of liquidity, by ensuring it has sufficient cash available to meet the financial needs of the company and its subsidiaries and the parent company has pledged its financial support.

Competitive Risk

A lot of what the group does is confidential and in order to mitigate risk, we do not make public iterations of our technology in order to enable us to maintain a competitive edge over the other players in the market.

KEY PERFORMANCE INDICATORS

As expected, group turnover has decreased for the period as the company has consciously moved towards a focus on developing its core technology, rather than working on external projects.

Group headcount decreased during period, reflecting the restructure implemented during the year.

ON BEHALF OF THE BOARD:

K Munipella - Director

1 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 25 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of manufacturing, engineering and consultancy services focussed on low carbon technology and electronic equipment.

DIVIDENDS

No dividends will be distributed for the year ended 25 December 2024.

RESEARCH AND DEVELOPMENT

The group is engaged in a number of internal and external projects to expand the research and development knowledge within the group. During the period we continued to work on the Celeritas project as part of APC18 with an exciting consortium and have been investing significantly in our facilities and team to help deliver clean, electric solutions.

FUTURE DEVELOPMENTS

The group continues to develop its key technologies and look to exploit these in the future. The advancements in mobility electrification is fast moving and requires us to continue to invest in the team and expand our capabilities. We are fully focused on developing our ACi technology and look to commercialise this.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

K Munipella has held office during the whole of the period from 26 December 2023 to the date of this report.

Other changes in directors holding office are as follows:

D G Roberts - resigned 11 January 2024

R Bareket - appointed 11 January 2024

FINANCIAL INSTRUMENTS

The group utilises various financial instruments including loans, cash and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these is to raise finance for the group's operations. The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail in the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K Munipella - Director

1 October 2025

Opinion

We have audited the financial statements of TAE Power Solutions Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 25 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 25 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

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.

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

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the Companies Act 2006) and the relevant tax compliance regulations in the UK.

We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes and discussions with those charged with governance.

We assess the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the company has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.

Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulations identified in the paragraphs above.

We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

A further description of our 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 Report of the Auditors.

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 a Report of the Auditors 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.

Emma Jones FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

1 October 2025

TURNOVER

1,387,887

3,688,770

Cost of sales

862,631

2,004,783

GROSS PROFIT

525,256

1,683,987

Administrative expenses

17,322,632

28,225,745

(16,797,376

)

(26,541,758

)

Other operating income

670,888

1,200,813

OPERATING LOSS

4

(16,126,488

)

(25,340,945

)

Stock impairment

5

-

(769,019

)

Profit/loss on sale of trade and assets

5

345,288

-

Impairment of goodwill

5

(17,065

)

(8,126,296

)

(15,798,265

)

(34,236,260

)

Interest receivable and similar income

-

9,098

(15,798,265

)

(34,227,162

)

Interest payable and similar expenses

6

1,857,612

889,011

LOSS BEFORE TAXATION

(17,655,877

)

(35,116,173

)

Tax on loss

7

(568,271

)

31,982

LOSS FOR THE FINANCIAL YEAR

(17,087,606

)

(35,148,155

)

OTHER COMPREHENSIVE INCOME

FX on consolidation

(5,400

)

(3,625

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(5,400

)

(3,625

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(17,093,006

)

(35,151,780

)

Loss attributable to:

Owners of the parent

(17,087,606

)

(35,148,155

)

Total comprehensive income attributable to:

Owners of the parent

(17,093,006

)

(35,151,780

)

FIXED ASSETS

Intangible assets

9

950

20,349

Tangible assets

10

1,345,665

1,719,963

Investments

11

-

-

1,346,615

1,740,312

CURRENT ASSETS

Stocks

12

-

1,266,872

Debtors

13

1,369,017

1,999,495

Cash at bank

82,195

508,109

1,451,212

3,774,476

CREDITORS

Amounts falling due within one year

14

15,640,801

17,995,783

NET CURRENT LIABILITIES

(14,189,589

)

(14,221,307

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(12,842,974

)

(12,480,995

)

CREDITORS

Amounts falling due after more than one year

15

(44,863,111

)

(27,924,294

)

PROVISIONS FOR LIABILITIES

18

(253,254

)

(324,052

)

NET LIABILITIES

(57,959,339

)

(40,729,341

)

CAPITAL AND RESERVES

Called up share capital

19

90,000

90,000

Other reserves

20

600,764

737,756

Retained earnings

20

(58,650,103

)

(41,557,097

)

SHAREHOLDERS' FUNDS

(57,959,339

)

(40,729,341

)

The financial statements were approved by the Board of Directors and authorised for issue on 1 October 2025 and were signed on its behalf by:

K Munipella - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

-

25,000

-

25,000

CURRENT ASSETS

Debtors

13

195,702

1,367,941

CREDITORS

Amounts falling due within one year

14

13,525,221

13,552,960

NET CURRENT LIABILITIES

(13,329,519

)

(12,185,019

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(13,329,519

)

(12,160,019

)

CREDITORS

Amounts falling due after more than one year

15

44,858,702

27,909,488

NET LIABILITIES

(58,188,221

)

(40,069,507

)

CAPITAL AND RESERVES

Called up share capital

19

90,000

90,000

Other reserves

20

47,287

43,576

Retained earnings

20

(58,325,508

)

(40,203,083

)

SHAREHOLDERS' FUNDS

(58,188,221

)

(40,069,507

)

Company's loss for the financial year

(18,122,425

)

(38,142,087

)

The financial statements were approved by the Board of Directors and authorised for issue on 1 October 2025 and were signed on its behalf by:

K Munipella - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 28 December 2022

90,000

(6,405,317

)

-

(6,315,317

)

Changes in equity

Total comprehensive income

-

(35,151,780

)

737,756

(34,414,024

)

Balance at 25 December 2023

90,000

(41,557,097

)

737,756

(40,729,341

)

Changes in equity

Total comprehensive income

-

(17,093,006

)

(136,992

)

(17,229,998

)

Balance at 25 December 2024

90,000

(58,650,103

)

600,764

(57,959,339

)

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 28 December 2022

90,000

(2,060,996

)

-

(1,970,996

)

Changes in equity

Total comprehensive income

-

(38,142,087

)

43,576

(38,098,511

)

Balance at 25 December 2023

90,000

(40,203,083

)

43,576

(40,069,507

)

Changes in equity

Total comprehensive income

-

(18,122,425

)

3,711

(18,118,714

)

Balance at 25 December 2024

90,000

(58,325,508

)

47,287

(58,188,221

)

Cash flows from operating activities

Cash generated from operations

1

(15,346,053

)

(21,584,149

)

Interest paid

(1,857,612

)

(889,011

)

Tax paid

-

483,602

Net cash from operating activities

(17,203,665

)

(21,989,558

)

Cash flows from investing activities

Purchase of tangible fixed assets

(282,163

)

(1,559,313

)

Purchase of fixed asset investments

-

(25,000

)

Sale of tangible fixed assets

120,867

-

Fixed assets on acquisition

-

(5,611

)

Cash at acquisition

-

17,971

Interest received

-

9,098

Net cash from investing activities

(161,296

)

(1,562,855

)

Cash flows from financing activities

Amounts loaned from group undertakings

16,939,047

23,299,187

Net cash from financing activities

16,939,047

23,299,187

Decrease in cash and cash equivalents

(425,914

)

(253,226

)

Cash and cash equivalents at beginning of year

2

508,109

761,335

Cash and cash equivalents at end of year

2

82,195

508,109

1.	RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS

Period

28.12.22

Year ended

to

25.12.24

25.12.23

£

£

Operating loss

(16,126,488

)

(25,340,945

)

Depreciation charges

542,017

1,395,451

(Profit)/loss on disposal of fixed assets

(4,089

)

453

Stock impairment

-

(769,019

)

Share based payments

(136,992

)

737,756

Profit on sale of trade and assets

345,288

-

(15,380,264

)

(23,976,304

)

Decrease in stocks

1,266,872

4,093

Decrease in trade and other debtors

1,122,578

295,531

(Decrease)/increase in trade and other creditors

(2,355,239

)

2,092,531

Cash generated from operations

(15,346,053

)

(21,584,149

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 25 December 2024

25.12.24

26.12.23

£

£

Cash and cash equivalents

82,195

508,109

Period ended 25 December 2023

25.12.23

28.12.22

£

£

Cash and cash equivalents

508,109

761,335

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 26.12.23

Cash flow

At 25.12.24

£

£

£

Net cash

Cash at bank

508,109

(425,914

)

82,195

508,109

(425,914

)

82,195

Debt

Debts falling due within 1 year

(10,140

)

(257

)

(10,397

)

Debts falling due after 1 year

(14,806

)

10,397

(4,409

)

(24,946

)

10,140

(14,806

)

Total

483,163

(415,774

)

67,389

1.	STATUTORY INFORMATION

TAE Power Solutions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The trading address of TAE Power Solutions Limited is 3900 Parkside, Birmingham, B37 7YG

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertakings. Intercompany transactions and balances between group companies have been eliminated in full.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Stock provisioning

The company manufactures equipment which is subject to changing customer demands and technological change. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. Management consider the nature and condition of stock, as well as apply assumptions around expected future demand for the stock, when calculating the level stock provisioning.

Impairment of goodwill

Determining whether the company's investments in subsidiaries and related goodwill have been impaired requires estimations of the investments' values in use. The value in use calculations require the entity to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in excess of net assets acquired, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

25% on reducing balance and 10% on cost

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance and 20% on reducing balance

Computer equipment

-

33% on cost and 25% on cost