REGISTERED NUMBER: 10773515 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

LIGHTHOUSE GREEN FUELS LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

Mr N Al Adhami

REGISTERED OFFICE:

1-6 Lombard Street

London

EC3V 9AA

REGISTERED NUMBER:

10773515 (England and Wales)

INDEPENDENT AUDITORS:

Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

FIXED ASSETS

Tangible assets

4

85,056,626

75,417,953

Investments

5

1

1

85,056,627

75,417,954

CURRENT ASSETS

Debtors

6

3,114,746

1,507,970

Cash at bank

1,620,995

697,726

4,735,741

2,205,696

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

7

(28,459,355

)

(24,441,793

)

NET CURRENT LIABILITIES

(23,723,614

)

(22,236,097

)

TOTAL ASSETS LESS CURRENT LIABILITIES

61,333,013

53,181,857

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

8

(63,165,275

)

(55,817,357

)

NET LIABILITIES

(1,832,262

)

(2,635,500

)

CAPITAL AND RESERVES

Called up share capital

12

200

200

Retained earnings

(1,832,462

)

(2,635,700

)

SHAREHOLDERS' FUNDS

(1,832,262

)

(2,635,500

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the director and authorised for issue on 30th September 2025 and were signed by:

Mr N Al Adhami - Director

1.	STATUTORY INFORMATION

Lighthouse Green Fuels 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

GOING CONCERN

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

The directors have reviewed future cash flow projections and financial modelling, which they feel adequately reflect the current uncertain economic environment. The directors are satisfied that this shows its future plans to be viable, and there will be sufficient cash resources available for the forthcoming 12 months to enable the entity to continue as a going concern.

The Company incurred a net loss before taxation and before gain on disposal of fixed assets of £21,820 for the year ended 31 December 2024 (2023: £42,348). As of 31 December 2024, despite having a positive cash balance of £1.6m (2023: £0.7m) the Company was in a net liability position of £1.8m with net current liabilities of £23.7m. However it must be noted that a significant portion of the creditors relates to funding arrangement with Alfanar Global Development Company Limited, a fellow group company, and Periam, an associate of and supported by the Company's controlling party and thus there is no intention of recalling the loan for the foreseeable future.

The Company’s ability to continue as a going concern is dependent upon successfully executing its plans to achieve profitability in the long-term. The Company’s financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern.

It must be noted that the above results are in line with management's expectations and part of their long term plans of development for future positive results and arrangements through loans and parent support are in place. Finance has been secured and the funding arrangement is expected to continue into the future. The company also has support from its controlling parent accompanied by a going concern comfort letter to ensure its going concern.

The reliance on loans and investors funding is required to achieve its future plans. The asset under construction and the Company's ability to continue as a going concern is dependant on future success that can be derived and successfully executing of its investors' funding and projects winning plans to achieve profitability in the long-term. Until then the Company does not expect to be profitable and relies on support from controlling entities.

The TVR1 and TVR2 projects are significant in both size and amount of money that is being invested in them. Finance has been secured from Alfanar Global Development Company Limited and Periam, associates of the controlling parent; and this funding arrangement is expected to continue into the future. As a result, confirmation has been obtained from the related entities to indicate their continued support for the project.

Furthermore, as stated in the post-balance sheet events note, it has been decided after the year end to relocate the project to another nearby site, which will be acquired through another group company. Accordingly, the asset under construction, alongside the transfer of liabilities of a proportionate value, are planned to be transferred to other group companies. The asset and liability position of the company is therefore likely to change in the following year. In the meantime, the company is exploring the business cases for other projects that can be developed at its sites and is engaging with its stakeholders to develop such business cases with the intention to continue as a going concern.

These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. After considering all relevant uncertainties, the directors have a reasonable expectation that the entity has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

TANGIBLE FIXED ASSETS

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment

losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life:

Long leasehold - Straight line over 20 years

Fixtures and fittings - Straight line over 3 years

Motor vehicles - 15% on cost

Office equipment - 25% on cost, Straight line over 3 years and Straight line over 5 years

The carrying values of tangible fixed assets are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Capitalisation of expenditure

Plant and Machinery is under construction and is capitalised based on those costs that are directly attributable to the construction or development of the plant and machinery asset under construction. The remaining expenditure are recognised in profit or loss on a usage apportionment basis.. No depreciation has been provided in the accounts for Plant and Machinery as the asset is still under construction.

INVESTMENTS IN SUBSIDIARIES

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Investments in non-convertible preference shares and in non-puttable ordinary and preference shares are measured:

- at fair value with changes recognised in the Income Statement if the shares are publicly traded or

their fair value can otherwise be measured reliably;

- at cost less impairment for all other investments.

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 in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 statement of financial position date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

RESEARCH AND DEVELOPMENT

Expenditure on research and development is written off in the year in which it is incurred.

FOREIGN CURRENCIES

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals payable under operating leases are charged to the Income Statement on a straight-line basis over the lease term.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

leasehold

machinery

fittings

£

£

£

COST

At 1st January 2024

578,506

74,966,360

14,278

Additions

-

12,999,180

6,264

Disposals

-

(3,346,147

)

-

At 31st December 2024

578,506

84,619,393

20,542

DEPRECIATION

At 1st January 2024

173,369

-

10,565

Charge for year

28,842

-

1,733

At 31st December 2024

202,211

-

12,298

NET BOOK VALUE

At 31st December 2024

376,295

84,619,393

8,244

At 31st December 2023

405,137

74,966,360

3,713

Motor

Office

vehicles

equipment

Totals

£

£

£

COST

At 1st January 2024

17,805

127,360

75,704,309

Additions

-

33,947

13,039,391

Disposals

-

-

(3,346,147

)

At 31st December 2024

17,805

161,307

85,397,553

DEPRECIATION

At 1st January 2024

17,805

84,617

286,356

Charge for year

-

23,996

54,571

At 31st December 2024

17,805

108,613

340,927

NET BOOK VALUE

At 31st December 2024

-

52,694

85,056,626

At 31st December 2023

-

42,743

75,417,953

Included within plant and machinery additions above is £12,999,180 relating to capitalised expenses for assets under construction. Thus no depreciation is charged.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st January 2024

and 31st December 2024

1

NET BOOK VALUE

At 31st December 2024

1

At 31st December 2023

1

Country of incorporation

Principal activity

Class and percentage of shares held

Subsidiary undertakings

Company

Lighthouse Green Fuels Engineering Limited

United Kingdom

Recharge of labour

Ordinary 100%

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Amounts owed by group undertakings

5,000

-

Other debtors

3,109,746

1,507,970

3,114,746

1,507,970

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Trade creditors

1,776,668

6,972,281

Amounts owed to group undertakings

26,470,509

193,894

Taxation and social security

8,120

-

Other creditors

204,058

17,275,618

28,459,355

24,441,793

Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.

Included within other creditors are accrued development recharges by an entity under common control, amounting to £0 (2023: £17,224,949).

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

31/12/23

£

£

Other creditors

63,165,275

55,817,357

31/12/24

31/12/23

£

£

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans more 5yrs non-inst

63,165,275

55,817,357

9.	LEASING AGREEMENTS

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

31/12/24

31/12/23

£

£

Within one year

2,000,000

2,000,000

Between one and five years

8,000,000

8,000,000

In more than five years

14,000,000

16,000,000

24,000,000

26,000,000

10.	SECURED DEBTS

The following secured debts are included within creditors:

31/12/24

31/12/23

£

£

Other loans

33,627,374

32,634,757

There is a charge over the company's assets in favour of Periam Limited in lieu of the above loan given to the company.

11.	DEFERRED TAX

£

Balance at 1st January 2024

(820,674

)

Charge to Income Statement during year

820,674

Balance at 31st December 2024

-

The deferred tax charge for the year reflects the release of the accumulated deferred tax asset, as it is not considered sufficiently probable that it will be recovered against the reversal of deferred tax liabilities or future taxable profits.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

£

£

102

Ordinary A

£1.00

102

102

98

Ordinary B

£1.00

98

98

200

200

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nazir Malida FCCA (Senior Statutory Auditor)

for and on behalf of Watergates Ltd (Statutory Auditor)

14.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Amounts owed to entities under common control but not wholly owned at the year end was £33,627,374 (2023: £32,634,757), of which interest charged of £992,617 was capitalised during the year.

15.	POST BALANCE SHEET EVENTS

With the progress of development activities, it was realised after the balance sheet date that the Tees Valley sites currently occupied by Lighthouse Green Fuels Limited were not ideal for the development of the sustainable aviation fuel (SAF) project which was being developed by the company. Accordingly, it has now been decided to relocate the project to another nearby site, which will be acquired through another group company. Hence, Lighthouse Green Fuels Limited will no longer be involved in the development of the SAF project.

Accordingly, the asset under construction (other than the fixed assets that are on site) are planned to be transferred to other group company(ies) involved with the SAF project. The transfer is likely to be made alongside the transfer of liabilities of a proportionate value owed to group entities and Periam Ltd. The asset and liability position of the company is therefore likely to change in the following year. This is still under progress and had not taken effect at the current year end, therefore there is no impact on the balances during the current year.

In the meantime, Lighthouse Green Fuels Limited is exploring the business cases for other projects that can be developed at its sites and is engaging with its stakeholders to develop such business cases.

As the communication occurred after the year end, the event does not provide evidence of conditions that existed at the balance sheet date. Accordingly, no adjustment has been made to the financial statements.

The related adjustments will be recognised in the subsequent financial year in which the decision was made.

16.	ULTIMATE CONTROLLING PARTY

The smallest group for which consolidated financial statements are drawn up is headed by Al Fanar Company, a company incorporated in Saudi Arabia. Group financial statements are not publically available. Al Fanar Company's principal place of business is Al-Nafl, Northern Ring Road, Riyadh 11411, KSA.

The Company's ultimate parent undertaking is Arabian Trading Group which is registered in Saudi Arabia.

The ultimate controlling party are the shareholders of the ultimate parent company, in the current and preceding year.