REGISTERED NUMBER: 10216419 (England and Wales)

EDEN GEOTHERMAL LIMITED

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Report of the Directors

2

Profit and Loss Account

4

Balance Sheet

5

Statement of Changes in Equity

7

Notes to the Financial Statements

8

DIRECTORS:

P W Kent

N Parker

D James

SECRETARY:

P C Newcombe

REGISTERED OFFICE:

Eden Project

Bodelva

Par

Cornwall

PL24 2SG

REGISTERED NUMBER:

10216419 (England and Wales)

ACCOUNTANTS:

UHY Hacker Young (Birmingham) LLP

9-11 Vittoria Street

Birmingham

B1 3ND

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

REVIEW OF BUSINESS

The company continues to run the first operational deep geothermal project in the UK in 37 years, supplying heat to the Eden Project on a long-term commercial arms-length agreement, to it's iconic biomes, offices and its new nursery.

The company continues its development in three areas:

- The development of our second well and an electricity project at our site has received a significant boost. We are expecting notification before the end of the year that the changes being made to the connection process at the National Grid will bring forward our delayed electricity connection to a much closer date. We are now advancing our planning to drill a second well, which will enable us to develop a two well deep geothermal system where super-heated water from the hot rock formations deep underground is brought to the surface at a temperature sufficient to enable the production of electricity as well as heat. We have now appointed brokers to assist in the fundraising process to finance the development;

- We are working to add further heat users on its site, the first is expected at the end of 2025;

- We are now successfully offering the company’s services to help develop geothermal projects throughout the UK. Since the start of our geothermal operations, it has been clear that having a demonstration site is a key part of the development of the UK Deep Geothermal industry, the large number of visits to our site from a wide spectrum of interested parties shows that there is a big appetite to make deep geothermal an integral part of the UK's energy solution for the future.

We have seen a lot of positive developments in the geothermal industry, including the release of invitations to tender for three publicly funded deep geothermal sites in recent weeks.

The company has carried out a refinancing programme during the year. Firstly, in June 2024, GCP Geothermal Funding 1 Ltd completed a debt for equity swap, converting its loan to 9,500,000 C Ordinary shares at a subscription price of £1 per share. Secondly the company issued a further 10,000,000 A Ordinary Shares and 10,000,000 B Ordinary Shares to its existing Company shareholders at a subscription price of £0.01 per share, which will be followed by further shares issues in 2025, to ensure that the company has sufficient finances to continue its development.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

P W Kent

Other changes in directors holding office are as follows:

N Parker - appointed 18 June 2024

D James - resigned 18 June 2024 then re-appointed 15 August 2025

R J Day - resigned 06 June 2025

D Wilding - resigned 15 August 2025

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

P W Kent - Director

25 September 2025

TURNOVER

60,628

15,000

Cost of sales

10,939

-

GROSS PROFIT

49,689

15,000

Administrative expenses

952,009

9,609,411

(902,320

)

(9,594,411

)

Other operating income

505,490

136,815

OPERATING LOSS

4

(396,830

)

(9,457,596

)

Interest receivable and similar income

2,865

4,080

(393,965

)

(9,453,516

)

Interest payable and similar expenses

5

172,082

381,359

LOSS BEFORE TAXATION

(566,047

)

(9,834,875

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(566,047

)

(9,834,875

)

FIXED ASSETS

Tangible assets

7

17,014,590

17,529,654

CURRENT ASSETS

Debtors

8

37,784

56,065

Cash at bank and in hand

28,887

204,261

66,671

260,326

CREDITORS

Amounts falling due within one year

9

606,944

618,934

NET CURRENT LIABILITIES

(540,273

)

(358,608

)

TOTAL ASSETS LESS CURRENT LIABILITIES

16,474,317

17,171,046

CREDITORS

Amounts falling due after more than one year

10

(16,465,774

)

(26,296,456

)

PROVISIONS FOR LIABILITIES

13

(700,000

)

(700,000

)

NET LIABILITIES

(691,457

)

(9,825,410

)

CAPITAL AND RESERVES

Called up share capital

14

33,640

4,140

Share premium

15

9,670,500

-

Retained earnings

15

(10,395,597

)

(9,829,550

)

SHAREHOLDERS' FUNDS

(691,457

)

(9,825,410

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

P W Kent - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

4,140

5,325

-

9,465

Changes in equity

Deficit for the year

-

(9,834,875

)

-

(9,834,875

)

Total comprehensive income

-

(9,834,875

)

-

(9,834,875

)

Balance at 31 December 2023

4,140

(9,829,550

)

-

(9,825,410

)

Changes in equity

Deficit for the year

-

(566,047

)

-

(566,047

)

Total comprehensive income

-

(566,047

)

-

(566,047

)

Issue of share capital

29,500

-

9,670,500

9,700,000

Balance at 31 December 2024

33,640

(10,395,597

)

9,670,500

(691,457

)

1.	STATUTORY INFORMATION

Eden Geothermal 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 Company Information page.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

In preparing these financial statements:

- the financial statements have been presented in pound sterling as this is the currency of the primary economic environment in which the company operates.

- the company has taken advantage of the disclosure exemption in section 7 of FRS102 for a small company not to prepare a statement of cash flows.

- in accordance with section 34.11 of FRS102 applied the requirements of IFRS6 Exploration for and Evaluation of Mineral Resources. Also when references are made to other IFRS's within IFRS6, the references will be taken to be relevant sections or paragraphs within FRS102.

Significant judgements and estimates

Decommissioning costs involve estimating future expenses to dismantle and restore assets, which are subject to significant uncertainty. This uncertainty arises from factors such as changes in regulations, advancements in technology, fluctuations in labour and material costs, and the timing of decommissioning activities. As these estimates involve judgment, they are reviewed regularly, taking expert advice where appropriate, and adjusted to reflect updated information or changes in assumptions.

Revenue

For all contracts with customers the Company recognises revenue when performance obligations have been satisfied. For most of the Company's contracts revenue is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Company.

For each performance obligation satisfied over time, the Company recognises revenue over time by measuring progress towards complete satisfaction of that performance obligation. The objective when measuring progress is to depict an entity's performance in transferring control of goods or services promised to a customer (i.e. the satisfaction of an entity's performance obligation). The nature of the goods or service that the entity promised to transfer to the customer determines the appropriate method for measuring progress. The Company mainly uses the output method as the core services provided include the initial connection to the Company's assets and then the ongoing supply of energy to the customer.

Financial instruments

Trade and other debtors/creditors.

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition debtors and creditors are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If a creditor arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Capitalisation policy

The costs incurred during the construction of the ERDF Project assets have been capitalised in full including overheads incurred.

Assets costing £1,000 or more are capitalised as tangible fixed assets and are carried at cost, net of depreciation and any provision for impairment.

Depreciation policy

All assets will be depreciated on a straight-line basis over their estimated useful lives. This method is chosen to reflect the even consumption of the economic benefits of the assets over time.

- ERDF Project Assets: The economic life of the assets from the ERDF project has been assessed as 35 years.

- Temporary Office Buildings: These assets will be depreciated over a period of 5 years, reflecting their temporary nature and shorter useful life.

Grant release policy.

ERDF Project Assets: The capital grants received from ERDF and Cornwall Council will also be released over the same 35-year economic life period. The release of the capital grants is linked to the depreciation to ensure both are fully amortised over the same duration.

Impairment of financial assets.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.

The impairment loss for the ERDF Project Assets is measured as the difference between the asset's carrying amount and the value of the associated capital grants.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account , except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The directors have assessed the financial position of the company.

At 31st December 2024, the company had net current liabilities of £540,273 (2023: £358,608), while net liabilities have reduced significantly to £691,457 (2023: £9,825,410) following the refinancing in June 2024.

Recognising the continuing challenges of its financial position at the end of 2024, the company has carried out further financial restructuring. Firstly, issuing further shares in February 2025 which had been approved in 2024 introducing further capital of £50,000 to the company. Secondly, in September 2025 the shareholders agreed to issue additional share capital which will introduce a further £125,000 into the company. The company has agreed an extension to its agreement to supply heat to the Eden Project, and negotiations to add a further customer for the heat are at an advanced stage. The company has also started to bring in revenue for its consultancy services.

The directors have assessed future cash flow forecasts, and consider that the additional share capital will ensure that the company has sufficient resources to meet its liabilities as they fall due for at least 12 months from the signing of these financial statements, and have therefore signed these accounts on a going concern basis.

VAT

The principal activity of the company is the supply of heat and electricity for business purposes. VAT is recovered on inputs that relate to this supply, including VAT incurred on the construction of a geothermal well and power plants.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

132,073

47,820

Social security costs

13,844

5,720

Other Pension costs

6,604

2,641

152,521

56,181

Payroll costs capitalised during the year was as follows:

2024

2023

£

£

Wages and salaries

-

184,400

Social security costs

-

20,285

Other Pension costs

-

3,431

-

208,116

The average number of employees during the year was as follows:

2024

2023

£

£

Administration

4

5

4

5

2024

2023

£

£

Directors' remuneration

-

23,014

-

23,014

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Depreciation-owned assets

515,064

128,763

Release of deferred grants

(502,764

)

(125,691

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan Interest

172,082

381,359

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

17,658,417

DEPRECIATION

At 1 January 2024

128,763

Charge for year

515,064

At 31 December 2024

643,827

NET BOOK VALUE

At 31 December 2024

17,014,590

At 31 December 2023

17,529,654

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

VAT

-

4,401

Prepayments and accrued income

37,784

51,664

37,784

56,065

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

26,364

42,150

Social security and other taxes

5,589

2,203

Pension control

1,722

820

VAT

852

-

Deferred income

502,771

502,771

Accrued expenses

69,646

70,990

606,944

618,934

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans (see note 11)

-

9,327,918

Deferred income

16,465,774

16,968,538

16,465,774

26,296,456

Amounts falling due in more than five years:

Repayable by instalments

Other loans

-

9,327,918

Deferred income includes £1.31m (2023: £1.35m) grants received from Cornwall Council and £15.1m (2023: £15.6m) of grants received from European Regional Development fund. The grants will be recognised and deferred income released over the expected useful life of the asset of 35 years. The relevant expenditure in relation to these grants has been included in plant and machinery.

11.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due in more than five years:

Repayable by instalments

Other loans

-

9,327,918

In June 2024, GCP Geothermal Funding 1 Ltd completed a debt for equity swap, converting the loan balance to 9,500,000 C Ordinary shares in the capital of the Company at a subscription price of £1 per share.

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

7,500

7,500

Between one and five years

30,000

30,000

In more than five years

75,625

83,125

113,125

120,625

Commitments under operating leases relate to commitments which existed at the balance sheet date. All commitments at the balance sheet date relate to the operational site for the geothermal well.

13.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Other provisions

Provisions

700,000

700,000

The provision relates to the cost of geothermal well and site reinstatement, which will take place after decommissioning the geothermal well at the end of the useful life of the well. The company’s depreciation policy has set the useful life of the asset at 35 years, meaning that the provision would crystalise in 2058.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

14,140,000

Ordinary A

£0.00

1

14,140

4,140

10,000,100

Ordinary B

£0.00

1

10,000

-

9,500,000

Ordinary C

£0.00

1

9,500

-

33,640

4,140

The following fully paid shares were allotted during the year at a premium as shown below:

10,000,000 Ordinary A shares of £0.001 each at £0.010 per share

10,000,000 Ordinary B shares of £0.001 each at £0.010 per share

9,500,000 Ordinary C shares of £0.001 each at £1 per share

The B shares rank equally with the A shares.

The C shares have rights to 99% of distributions until such time as the holders of the C Shares have received an amount that gives them a return equal to the Allocation Hurdle Rate, an IRR equal to 11%.

15.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

(9,829,550

)

-

(9,829,550

)

Deficit for the year

(566,047

)

(566,047

)

Cash share issue

-

9,670,500

9,670,500

At 31 December 2024

(10,395,597

)

9,670,500

(725,097

)

16.	RELATED PARTY DISCLOSURES

During the year Eden Project Limited recharged costs of goods/services to Eden Geothermal Limited totalling £9,634 (2023: £11,859), there was an outstanding balance owed to Eden Project Limited of £11,885 (2023: £2,270) at the balance sheet date. Eden Geothermal Limited recharged heat supplies and other services to Eden Project Limited totalling £28,716 (2023: £26,124), there was an outstanding balance owed to Eden Geothermal Limited of £Nil (2023: £15,000) at the balance sheet date.

During the year EGS Energy Limited recharged costs of goods/services to Eden Geothermal Limited totalling £Nil (2023: £20,675), and Eden Geothermal Limited recharged services to EGS Energy Limited totalling £Nil (2023: £12,645). There were no outstanding balances at the balance sheet date.

During the year Bestec (UK) Limited recharged payroll costs/travel and subsistence costs to Eden Geothermal Limited totalling £Nil (2023: £74,423). There were no outstanding balances at the balance sheet date.

GCP Geothermal Funding 1 Ltd is wholly owned by Gravis Geothermal Holdings 1 Limited, a shareholder of Eden Geothermal Ltd. During the year Eden Geothermal received a loan of £Nil (2023: £Nil) and was charged interest of £172,082 (2023: £884,168), there was an outstanding balance owed to GCP Geothermal Funding 1 Ltd of £Nil (2023: £9,327,918). In June 2024, GCP Geothermal Funding 1 Ltd completed a debt-for-equity swap, converting the outstanding loan balance into 9,500,000 C Ordinary shares in Eden Geothermal Ltd at a subscription price of £1 per share.

17.	ULTIMATE CONTROLLING PARTY

Gravis Geothermal Holdings 1 Limited is regarded by the directors as being the company's ultimate parent company.