Company No: 12525203 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	4	384,161		178,543
Tangible assets	5	8,013		9,662
		392,174		188,205
Current assets
Stocks	6	12,266		12,310
Debtors
- due within one year	7	555,906		583,924
- due after more than one year	7	0		221,255
Cash at bank and in hand		535,531		819,263
		1,103,703		1,636,752
Creditors: amounts falling due within one year	8	( 679,462)		( 844,428)
Net current assets		424,241		792,324
Total assets less current liabilities		816,415		980,529
Creditors: amounts falling due after more than one year	9	( 500,000)		0
Net assets		316,415		980,529
Capital and reserves
Called-up share capital	10	1,043,931		1,043,931
Share premium account		2,459,107		2,459,107
Profit and loss account		( 3,186,623 )		( 2,522,509 )
Total shareholder's funds		316,415		980,529

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Oaktree Power Limited (registered number: 12525203) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

C Scheepers Director

07 January 2026

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Oaktree Power Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 35 Ballards Lane, London, N3 1XW, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (FRS 102) issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

The principal activity of the Company is that of a climate technology solutions provider, which partners with global grid operators to enable and accelerate the ongoing energy transition through the Company’s novel digital solutions. The Company collaboratively empowers its clients to reduce cost and CO2 emissions whilst benefitting from a wide array of net-zero opportunities.

Going concern

These financial statements are prepared on a going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. There has been a restructure of the Group, replacing the parent company, which has acquired Oaktree Power Ltd. The founding investors have been made aware of the situation and, together with other current investors, have declared their general acceptance to inject additional capital to meet financial obligations.

Foreign currency

The Company's functional and presentational currency is Sterling.

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. Nonmonetary 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 Statement of Income and Retained Earnings except when deferred in other income as qualifying cash flow hedges.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services:

Turnover from contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied:
• The amount of revenue can be measure reliably:
• it is probable that the Company will receive the consideration due under the contract;
• the stage of completion of the contract at the end of the reporting period can be measured reliably; and
• the costs incurred and the costs to complete the contract can be measure reliably.

Interest income

Interest income is recognised in the Statement of Income and Retained Earnings using the effective interest method.

Employee benefits

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software

10 years straight line

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment

3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the Statement of Income and Retained Earnings.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the Statement of Income and Retained Earnings. Reversals of impairment losses are also recognised in the Statement of Income and Retained Earnings.

Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.

Research and development

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	12		12

3. Share-based payments

Equity-settled share-based payment schemes

The company has a share option scheme for employees.

Options are exercisable at a price equal to the estimated fair value of the company’s shares on the date of grant. Options vested during the year was 119,399 at an exercise price of £1 which has not been accounted for as the value is immaterial.

The vesting period is ten years. The number of outstanding options as at 31 December 2024 to vest is 93,302. The option scheme was subsequently cancelled due to the restructure of the parent company.

4. Intangible assets

	Computer software		Total
	£		£
Cost
At 01 January 2024	186,455		186,455
Additions	233,640		233,640
At 31 December 2024	420,095		420,095
Accumulated amortisation
At 01 January 2024	7,912		7,912
Charge for the financial year	28,022		28,022
At 31 December 2024	35,934		35,934
Net book value
At 31 December 2024	384,161		384,161
At 31 December 2023	178,543		178,543

5. Tangible assets

	Computer equipment		Total
	£		£
Cost
At 01 January 2024	18,744		18,744
Additions	4,045		4,045
At 31 December 2024	22,789		22,789
Accumulated depreciation
At 01 January 2024	9,082		9,082
Charge for the financial year	5,694		5,694
At 31 December 2024	14,776		14,776
Net book value
At 31 December 2024	8,013		8,013
At 31 December 2023	9,662		9,662

6. Stocks

	2024		2023
	£		£
Stocks	12,266		12,310

7. Debtors

	2024		2023
	£		£
Debtors: amounts falling due within one year
Trade debtors	3,548		3,982
Amounts owed by group undertakings	11,048		0
Prepayments and accrued income	404,387		381,833
Other debtors	136,923		198,109
	555,906		583,924
Debtors: amounts falling due after more than one year
Other debtors	0		221,255

Amounts owed by group undertakings are unsecured, interest-free, have no fixed date of repayment and are repayable on demand.

8. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	419,129		128,181
Accruals	214,186		674,660
Other taxation and social security	27,445		33,331
Other creditors	18,702		8,256
	679,462		844,428

9. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Bank loans (secured)	500,000		0

Amounts owed are secured, bears interest at a rate of 11.5% above the Bank of England Base Rate and are repayable from the 1st January 2026 until 31 December 2028.

10. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
1,043,931 Ordinary shares of £ 1.00 each	1,043,931		1,043,931

11. Financial commitments

Pensions

The company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

	2024		2023
	£		£
Unpaid contributions due to the fund (inc. in other creditors)	18,702		8,256

12. Events after the Balance Sheet date

On 13th October 2025, the Company’s ultimate controlling parent company underwent a restructuring and was replaced by a newly incorporated entity, Oaktree Power Energy Group Limited, which now holds control over the Company. This restructuring does not affect the Company’s operations or financial position as at the balance sheet date.

This event is considered a non-adjusting event under FRS 102, as it relates to circumstances that arose after the reporting period. Accordingly, no adjustments have been made to the financial statements in respect of this event.

13. Ultimate controlling party

The immediate and ultimate parent undertaking is Oaktree Power Energy Group Limited.