REGISTERED NUMBER: 13035015 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Energetech Operations Limited

Page

Company information

1

Report of the directors

2

to

3

Report of the independent auditors

4

to

7

Income statement

8

Other comprehensive income

9

Statement of financial position

10

Statement of changes in equity

11

Notes to the financial statements

12

to

16

Directors:

A G Johnson

A R Naiken

Registered office:

Tower 42 International Financial Centre

25 Old Broad Street

London

EC2N 1HN

Registered number:

13035015 (England and Wales)

Senior statutory auditor:

John Grant

Auditors:

TC Group

4 Office Village

Forder Way

Cygnet Park, Hampton

Peterborough

Cambridgeshire

PE7 8GX

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

Principal activity

The principal activity of the company in the year under review was that of Electricity and Industrial & Liquefied Natural Gas Trading.

Directors

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

A G Johnson

A R Naiken

Statement of directors' responsibilities

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 101 'Reduced Disclosure Framework'. 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.

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 company'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 company's auditors are aware of that information.

Auditors

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

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:

A R Naiken - Director

24 December 2025

Opinion

We have audited the financial statements of Energetech Operations Limited (the 'company') for the year ended 31 December 2024 which comprise the Income statement, Statement of financial position, Statement of changes in equity and 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company 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.

Material uncertainty regarding 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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

We draw attention to note 2 Going concern basis, in the financial statements, which indicated that the company relies on full financial support from its parent company Energetech Trading DMCC. The Group has incurred a loss of AED 24,813,094 for the year ended 31 December 2024 and, as of that dated, it has a deficiency of assets of AED 17,706,103 and net current liability of AED 18,947,001. These conditions indicate that a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in 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 Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, 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 prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic report or in preparing the Report of the directors.

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page two, 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 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 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.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

-

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

-

We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 101 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

-

We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

-

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

-

We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

John Grant (Senior Statutory Auditor)

for and on behalf of TC Group

4 Office Village

Forder Way

Cygnet Park, Hampton

Peterborough

Cambridgeshire

PE7 8GX

24 December 2025

Turnover

346,566

1,236,409

Cost of sales

572,738

1,229,421

Gross (loss)/profit

(226,172

)

6,988

Administrative expenses

308,905

(193,298

)

Operating (loss)/profit

(535,077

)

200,286

Interest receivable and similar income

18,292

109,812

(516,785

)

310,098

Interest payable and similar expenses

4

436

104,973

(Loss)/profit before taxation

5

(517,221

)

205,125

Tax on (loss)/profit

6

(47,200

)

48,313

(Loss)/profit for the financial year

(470,021

)

156,812

(Loss)/profit for the year

(470,021

)

156,812

Other comprehensive income

-

-

Total comprehensive income for the year

(470,021

)

156,812

Current assets

Debtors

7

217,961

555,785

Prepayments and accrued income

781

1,603

Cash at bank

115,577

294,166

334,319

851,554

Creditors

Amounts falling due within one year

8

600,865

648,079

Net current (liabilities)/assets

(266,546

)

203,475

Total assets less current liabilities

(266,546

)

203,475

Capital and reserves

Called up share capital

9

50,000

50,000

Retained earnings

(316,546

)

153,475

Shareholders' funds

(266,546

)

203,475

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 24 December 2025 and were signed on its behalf by:

A R Naiken - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

50,000

(3,337

)

46,663

Changes in equity

Total comprehensive income

-

156,812

156,812

Balance at 31 December 2023

50,000

153,475

203,475

Changes in equity

Total comprehensive income

-

(470,021

)

(470,021

)

Balance at 31 December 2024

50,000

(316,546

)

(266,546

)

1.	Statutory information

Energetech Operations 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 preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the UK (UK-adopted international accounting standards), but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 16, 38A, 38B, 38C, 38D,111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows.

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.

Share capital

Ordinary shares are classified as equity. Preference shares are classified as liabilities.

Revenue recognition

The company recognises revenue when performance obligations have been satisfied and for the company this is when the services have transferred to the customer and the customer has control of these.

Taxation

The tax expense for the period 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. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Foreign currencies

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at year-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. All other foreign exchange gains and losses are presented in the income statement within ‘Other (expenses)/income’.

Employee benefit costs

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

Trade creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Consolidation

The company is a wholly owned subsidiary of Energetech Trading DMCC and of its ultimate controlling parent, Energetech Holdings Ltd. It is included in the consolidated financial statements of Energetech Holdings Ltd, which are publicly available via the Abu Dhabi Global Market portal. The address of the ultimate parent's registered office can be found in note 11 to the financial statements.

Going concern basis

The financial statements have been prepared under the going concern basis. Energetech Operations Limited relies on full financial support from the parent company Energetech Trading DMCC. There is a material uncertainty as to whether the parent can provide sufficient support due to in the year ended 31 December 2024 the group incurred losses of AED 24,813,094 and as of that date, it has a deficiency of assets of AED 17,706,103 and net current liabilities of AED 18,947,001. These conditions indicate that a material uncertainty may exist that may cast a significant doubt on the Group's ability to continue as a going concern. Support will be provided by the parent if possible but it is uncertain. The shareholder of the Group has resolved to continue the operations of the Group and has agreed to provide necessary financial support to the Group to enable it to continue it's operations in the foreseeable future and meet its obligations as and when they fall due.

3.	Employees and directors

2024

2023

£

£

Wages and salaries

125,645

-

Social security costs

10,680

-

Other pension costs

3,776

-

140,101

-

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

2024

2023

Management

2

3

Admin

1

-

3

3

2024

2023

£

£

Directors' remuneration

-

-

4.

Interest payable and similar expenses

2024

2023

£

£

Other interest payable

436

104,973

5.	(Loss)/profit before taxation

The loss before taxation (2023 - profit before taxation) is stated after charging/(crediting):

2024

2023

£

£

Cost of inventories recognised as expense

572,738

1,229,421

Auditors' remuneration

9,114

8,150

Foreign exchange differences

77,411

(226,995

)

6.

Taxation

Analysis of tax (income)/expense

2024

2023

£

£

Current tax:

Tax

(47,200

)

47,200

Deferred tax

-

1,113

Total tax (income)/expense in income statement

(47,200

)

48,313

No deferred tax assets have been recognised in respect of tax losses of £316,546 as there is uncertainty as to whether taxable profits against which these assets may be recovered.

7.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

26,591

839

Amounts owed by group company

8,783

76,305

Other debtors

182,587

478,641

217,961

555,785

8.

Creditors: amounts falling due within one year

2024

2023

£

£

Trade creditors

4,987

459

Amounts owed to group company

577,376

587,470

Corporation tax

-

47,200

Accruals and deferred income

18,502

12,950

600,865

648,079

9.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£500

50,000

50,000

10.	Guarantees and other financial commitments

A collateral security deed was entered into during the prior year by Energetech Operations Limited securing a cash collateral of £133,594 (2023 - £100,000) on behalf of Energetech Trading DMCC.

11.	Ultimate controlling party

The controlling party is Energetech Trading DMCC.

The immediate parent undertaking is Energetech Trading DMCC. Energetech Trading DMCC is registered in UAE with registered office address of Office 201, Jumeirah Business Centre 3, Jumeirah Lake Towers, Dubai, PO Box 282027 (UAE).

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is AYA Holdings Ltd. Copies of the AYA Holding Limited consolidated financial statements can be obtained from the Abu Dhabi Global Market portal.