Company Registration No. SC423816 (Scotland)
ARBNCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
ARBNCO LIMITED
COMPANY INFORMATION
Directors
S West
Deepbridge Ned Limited
I Marchant
(Appointed 6 August 2024)
S Wright
(Appointed 6 August 2024)
M Eisbrenner
(Appointed 6 December 2024)
Company number
SC423816
Registered office
121 Inovo - Ground Floor Suite F
George Street
Glasgow
G1 1RD
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
ARBNCO LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Notes to the financial statements
12 - 24
ARBNCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -

The directors present their annual report and financial statements for the year ended 30 June 2025.

Principal activities

The principal activity of the company and group continued to be that of the provision of energy and carbon technology management solutions.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S West
Deepbridge Ned Limited
I Marchant
(Appointed 6 August 2024)
S Wright
(Appointed 6 August 2024)
M Eisbrenner
(Appointed 6 December 2024)
Auditor

During the year, Johnston Carmichael LLP were appointed as auditor to the group and in accordance with section 487(2) of the Companies Act 2006, are deemed to be reappointed.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
M Eisbrenner
Director
7 January 2026
ARBNCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -

The directors are responsible for preparing the annual report 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 group and company, 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; and

- make judgements and accounting estimates that are reasonable and prudent; and

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

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

ARBNCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARBNCO LIMITED
- 3 -
Opinion

We have audited the financial statements of Arbnco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including F inancial R eporting S tandard 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 the parent company's affairs as at 30 June 2025 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 Auditor 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.

Material uncertainty related to going concern

We draw attention to Note 1.4 which states that the directors have prepared the financial statements on a going concern basis. The group and company are in a scale-up phase and the group incurred a net loss of £1.8 m during the year ended 30 June 2025 and, as of that date, the group's current liabilities exceeded its current assets by £2.0 m. The group and company will require additional investment to support the business achieve its strategic objectives.

The Directors are confident from discussions with investors that additional funding will be raised. However, as the fundraise is critical for achieving the company’s future strategic objectives, and given that its success is not guaranteed, the directors have concluded that there is a material uncertainty regarding going concern. This uncertainty may cast significant doubt on the company’s ability to continue as a going concern.

The events or conditions explained above and in Note 1.4 indicate that a material uncertainty exists that may cast significant doubt on the group's and company's ability to continue as a going concern. Our opinion in not modified in respect of this matter.

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.

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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. 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 course of 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.

ARBNCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARBNCO LIMITED
- 4 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report 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 group and parent company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' report.

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; 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 in preparing the directors' report and take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement set out on page 2, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 an auditor's report 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

ARBNCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARBNCO LIMITED
- 5 -

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- Companies Act 2006

- UK Corporation Tax legislation; and

- UK Generally Accepted Accounting Practice.

We gained an understanding of how the group and the parent company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

- Management override of controls; and

- Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the group's and the parent company's procurement of legal and professional services;

- Performing audit procedures 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

- Performing audit procedures over revenue recognition, agreeing from the accounting system to source documentation to ensure that revenue has occurred, as well as performing year-end cut-off procedures to ensure that revenue has been recognised accurately in the appropriate financial year.;

- Completion of appropriate checklists and use of our experience to assess the group's and parent company's compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

Other matters which we are required to address

In the previous financial year, the directors of the group and the parent company took advantage of the audit exemption under section 477 of the Companies Act 2006. Therefore the prior year financial statements were not audited.

ARBNCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARBNCO LIMITED
- 6 -

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
7 January 2026
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
ARBNCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
- 7 -
Unaudited
2025
2024
Notes
£
£
Turnover
1,900,319
2,026,718
Cost of sales
(463,947)
(685,406)
Gross profit
1,436,372
1,341,312
Administrative expenses
(3,235,278)
(3,426,652)
Other operating income
209,912
1,000
Operating loss
(1,588,994)
(2,084,340)
Interest payable and similar expenses
(127,600)
(226,288)
Loss before taxation
(1,716,594)
(2,310,628)
Tax on loss
3
(39,883)
220,432
Loss for the financial year
13
(1,756,477)
(2,090,196)
Loss for the financial year is all attributable to the owners of the parent company.
ARBNCO LIMITED
GROUP BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 8 -
Unaudited
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
5
2,747,340
2,579,011
Tangible assets
6
1,869
23
2,749,209
2,579,034
Current assets
Stocks
-
3,789
Debtors
9
843,307
785,611
Cash at bank and in hand
45,154
3,357
888,461
792,757
Creditors: amounts falling due within one year
10
(2,927,344)
(3,019,191)
Net current liabilities
(2,038,883)
(2,226,434)
Total assets less current liabilities
710,326
352,600
Creditors: amounts falling due after more than one year
11
(764,217)
(1,019,845)
Net liabilities
(53,891)
(667,245)
Capital and reserves
Called up share capital
12
20,768
12,978
Share premium account
18,796,155
16,528,877
Capital redemption reserve
4
-
0
Other reserves
1,065,913
973,689
Profit and loss reserves
13
(19,936,731)
(18,182,789)
Total deficit
(53,891)
(667,245)

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

The financial statements were approved by the board of directors and authorised for issue on 7 January 2026 and are signed on its behalf by:
07 January 2026
M Eisbrenner
Director
ARBNCO LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 9 -
Unaudited
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
5
2,747,340
2,579,011
Tangible assets
6
1,869
23
Investments
7
1,000
1,000
2,750,209
2,580,034
Current assets
Stocks
-
3,789
Debtors
9
4,662,730
4,346,694
4,662,730
4,350,483
Creditors: amounts falling due within one year
10
(2,824,971)
(2,759,283)
Net current assets
1,837,759
1,591,200
Total assets less current liabilities
4,587,968
4,171,234
Creditors: amounts falling due after more than one year
11
(422,091)
(616,177)
Net assets
4,165,877
3,555,057
Capital and reserves
Called up share capital
12
20,768
12,978
Share premium account
18,796,155
16,528,877
Capital redemption reserve
4
-
0
Other reserves
1,065,913
973,689
Profit and loss reserves
13
(15,716,963)
(13,960,487)
Total equity
4,165,877
3,555,057

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,756,476 (2024 - £1,131,606 loss).

These 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 7 January 2026 and are signed on its behalf by:
07 January 2026
M Eisbrenner
Director
Company Registration No. SC423816
ARBNCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 10 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 July 2023 (unaudited)
3,077
14,231,273
-
0
-
(16,104,577)
(1,870,227)
Year ended 30 June 2024 (unaudited):
Loss for the year
-
-
-
-
(2,090,196)
(2,090,196)
Other comprehensive income:
Currency translation differences
-
-
-
-
11,984
11,984
Total comprehensive expense for the year
-
-
-
-
(2,078,212)
(2,078,212)
Issue of share capital
12
9,901
2,297,604
-
-
-
2,307,505
Warrant issues
-
-
-
973,689
-
973,689
Balance at 30 June 2024 (unaudited)
12,978
16,528,877
-
0
973,689
(18,182,789)
(667,245)
Year ended 30 June 2025:
Loss for the year
-
-
-
-
(1,756,477)
(1,756,477)
Other comprehensive expense:
Currency translation differences
-
-
-
-
2,535
2,535
Total comprehensive expense for the year
-
-
-
-
(1,753,942)
(1,753,942)
Issue of share capital
12
7,794
2,267,278
-
-
-
2,275,072
Redemption of shares
12
(4)
-
4
-
-
-
0
Share-based payment reserve via equity
-
-
-
92,224
-
92,224
Balance at 30 June 2025
20,768
18,796,155
4
1,065,913
(19,936,731)
(53,891)
ARBNCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 July 2023 (unaudited)
3,077
14,231,273
-
0
-
(12,828,881)
1,405,469
Year ended 30 June 2024 (unaudited):
Loss and total comprehensive expense for the year
-
-
-
-
(1,131,606)
(1,131,606)
Issue of share capital
12
9,901
2,297,604
-
-
-
2,307,505
Warrant issues
-
-
-
973,689
-
973,689
Balance at 30 June 2024 (unaudited)
12,978
16,528,877
-
0
973,689
(13,960,487)
3,555,057
Year ended 30 June 2025:
Loss and total comprehensive income for the year
-
-
-
-
(1,756,476)
(1,756,476)
Issue of share capital
12
7,794
2,267,278
-
-
-
2,275,072
Redemption of shares
12
(4)
-
4
-
-
-
0
Share-based payment reserve via equity
-
-
-
92,224
-
92,224
Balance at 30 June 2025
20,768
18,796,155
4
1,065,913
(15,716,963)
4,165,877
ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 12 -
1
Accounting policies
Company information

Arbnco Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Inovo - Ground Floor Suite F, 121 George Street, Glasgow, G1 1RD.

The group consists of Arbnco Limited and all of its subsidiaries as listed in note 8.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

I nvestments in subsidiaries are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Arbnco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 13 -
1.4
Going concern

The Directors have prepared the financial statements on a going concern basis. The group and company are in a scale-up phase and the group incurred a net loss of £1.8 m during the year ended 30 June 2025 and, as of that date, the group's current liabilities exceeded its current assets by £2.0 m. The group and company will require additional investment to support the business achieve its strategic objectives. The company has raised £2.8m of investment during the period and has raised £20.7m since its incorporation.

The Directors have prepared cash flow projections that support the company meeting its obligations as they fall due in the future. The cash flow projections include key assumptions that the company will generate revenue in excess of £2m per annum. The projections assume that the business will raise £4m to fund the investment required for the business to achieve it’s strategic objectives. The expectation is this fundraise will complete in the 12 months from the date of authorising the financial statements. While the directors are confident of raising the required funding from existing investors, there are no guarantees of raising this funding.

In the event that a successful fund raise is not completed then the Directors consider it reasonable to assume that the costs of the business could be reduced to allow the company to meet its obligations as they fall due during the next 12 months. The Directors are confident from discussions with investors that additional funding will be raised. However, as the fundraise is critical for achieving the company’s future strategic objectives, and given that its success is not guaranteed, the directors have concluded that there is a material uncertainty regarding going concern. This uncertainty may cast significant doubt on the company’s ability to continue as a going concern.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.6
Intangible fixed assets - goodwill

Acquired goodwill is written off in equal annual instalments over its estimated useful economic life of 10 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
Over 10 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25 % reducing balance
Computers
33.33% reducing balance

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 recognised in the profit and loss account.

1.9
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 16 -
1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Sholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 17 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

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.

1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Going concern and cash flow projections

As explained in Note 1.4, the directors have prepared cash flow projections that support the group and company meeting its obligations as they fall due in the future. The cash flow projections include key assumptions that the company will generate revenue in excess of £2m per annum. The projections assume that the business will raise £4m to fund the investment required for the business to achieve it’s strategic objectives. The expectation is this fundraise will complete in the 12 months from the date of authorising the financial statements. While the directors are confident of raising the required funding from existing investors, there are no guarantees of raising this funding.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share-based payments

Equity-settled share based payments are measure at fair value at the date of grant by reference to the fair value of the equity instruments granted. Where material, the fair value determined at the grant date is expensed over the vesting period, which is based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Carrying value of intangible assets

The directors are required to consider any potential indicators of impairment on an annual basis in relation to the carrying value of the intangible assets. After considering current and prior year results, alongside future forecasts, the directors have concluded that intangible assets are not impaired. The carrying amount of intangible assets held in the group balance sheet at the reporting date was £2,747,340 (2024: £2,579,011).

3
Taxation

The parent company and group have an unrecognised deferred tax asset of £2,240,100 (2024: £1,930,484) and £3,292,322 (2024: £2,983,706) respectively in relation to unutilised tax losses.

4
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
Unaudited
Unaudited
2025
2024
2025
2024
Number
Number
Number
Number
Total
22
25
19
22
ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 19 -
5
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 July 2024 (unaudited)
1,294,260
4,336,347
5,630,607
Additions
-
0
628,566
628,566
At 30 June 2025
1,294,260
4,964,913
6,259,173
Amortisation and impairment
At 1 July 2024 (unaudited)
1,294,260
1,757,336
3,051,596
Amortisation charged for the year
-
0
460,237
460,237
At 30 June 2025
1,294,260
2,217,573
3,511,833
Carrying amount
At 30 June 2025
-
0
2,747,340
2,747,340
At 30 June 2024 (unaudited)
-
0
2,579,011
2,579,011
Company
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 July 2024 (unaudited)
1,294,260
4,336,347
5,630,607
Additions
-
0
628,566
628,566
At 30 June 2025
1,294,260
4,964,913
6,259,173
Amortisation and impairment
At 1 July 2024 (unaudited)
1,294,260
1,757,336
3,051,596
Amortisation charged for the year
-
0
460,237
460,237
At 30 June 2025
1,294,260
2,217,573
3,511,833
Carrying amount
At 30 June 2025
-
0
2,747,340
2,747,340
At 30 June 2024 (unaudited)
-
0
2,579,011
2,579,011
ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 20 -
6
Tangible fixed assets
Group
Plant and machinery etc
£
Cost
At 1 July 2024 (unaudited)
36,349
Additions
2,478
At 30 June 2025
38,827
Depreciation and impairment
At 1 July 2024 (unaudited)
36,326
Depreciation charged in the year
632
At 30 June 2025
36,958
Carrying amount
At 30 June 2025
1,869
At 30 June 2024 (unaudited)
23
Company
Plant and machinery etc
£
Cost
At 1 July 2024 (unaudited)
36,349
Additions
2,478
At 30 June 2025
38,827
Depreciation and impairment
At 1 July 2024 (unaudited)
36,326
Depreciation charged in the year
632
At 30 June 2025
36,958
Carrying amount
At 30 June 2025
1,869
At 30 June 2024 (unaudited)
23
ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 21 -
7
Fixed asset investments
Group
Company
Unaudited
Unaudited
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
8
-
0
-
0
1,000
1,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 July 2024 (unaudited)
1,000
Carrying amount
At 30 June 2025
1,000
At 30 June 2024 (unaudited)
1,000
8
Subsidiaries

Details of the company's subsidiaries at 30 June 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Arbnco Inc
774 Starkweather St, Plymouth, MI, 48170
Provision of energy and carbon management solutions
Ordinary
100.00
9
Debtors
Group
Company
Unaudited
Unaudited
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
110,457
224,362
110,457
224,362
Corporation tax recoverable
170,029
-
170,029
-
0
Amounts owed by group undertakings
-
-
3,819,423
3,563,453
Other debtors
562,821
561,249
562,821
558,879
843,307
785,611
4,662,730
4,346,694

Amounts owed by group undertakings in the parent company are interest free, unsecured and repayable on demand.

ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 22 -
10
Creditors: amounts falling due within one year
Group
Company
Unaudited
Unaudited
2025
2024
2025
2024
£
£
£
£
Bank loans and overdrafts
172,781
286,452
149,386
286,452
Trade creditors
279,084
449,732
268,930
370,105
Taxation and social security
599,174
748,157
599,174
748,157
Other creditors
1,876,305
1,534,850
1,807,481
1,354,569
2,927,344
3,019,191
2,824,971
2,759,283

There is a bond and floating charge over the assets of the parent company and the group.

Included within other creditors in the parent company and group are amounts due to a director for £480,147 (2024: £nil).

Also included within other creditors is deferred income of £1.1m (2024 - £1.0m).

11
Creditors: amounts falling due after more than one year
Group
Company
Unaudited
Unaudited
2025
2024
2025
2024
£
£
£
£
Bank loans and overdrafts
365,393
434,664
23,267
30,996
Other creditors
398,824
585,181
398,824
585,181
764,217
1,019,845
422,091
616,177

There is a bond and floating charge over the assets of the parent company and the group.

Included within other creditors in the parent company and group is £349,654 (2024: £585,181) payable to a director.

Amounts included above which fall due after five years are as follows:
Payable by instalments
-
9,523
-
9,523
ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 23 -
12
Share capital
Group and company
2025
2024
2025
2024
Unaudited
Unaudited
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 0.1p each
11,258,129
10,478,229
11,258
10,478
Series A Ordinary shares of 0.1p each
9,510,312
2,500,000
9,510
2,500
20,768,441
12,978,229
20,768
12,978

The Ordinary and Series A Ordinary shares have full rights to voting, dividend and capital distribution upon winding up.

During the year, 724,517 Ordinary shares were issued for consideration of £196,769.

During the year, 7,010,312 Series A Ordinary shares were issued for consideration of £2,243,300.

During the year, 4,000 Ordinary shares were repurchased by the company for consideration of £4.

The share premium account increased by £2,267,278 in the year, being £2,432,275 in respect of amounts paid above the par value of the shares issued, less £164,997 in directly attributable legal fees.

13
Reserves

The share premium account represents the exceed amount received by the company over the par value of its shares.

The capital redemption reserve represents the preservation of permanent capital following the redemption of shares.

Other reserves comprise warrant shares and provisions for equity-based share payments.

The profit and loss reserves represents cumulative comprehensive gains and losses less dividends declared.

14
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
Unaudited
Unaudited
2025
2024
2025
2024
£
£
£
£
84,973
51,244
84,973
51,244
ARBNCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 24 -
15
Share-based payment transactions
Group and parent company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 July 2024
265,550
297,021
0.10
0.10
Granted
5,043,720
-
0.10
-
Exercised
(166,825)
(17,950)
-
-
Expired
(718,641)
(13,521)
0.16
3.07
Outstanding at 30 June 2025
4,423,804
265,550
0.10
0.10
Exercisable at 30 June 2025
4,423,804
265,550
0.10
0.10
Expenses recognised in the year
Arising from equity settled share based payment transactions
92,224
-
92,224
-

In addition to the above, at 30 June 2025 there were 6,638,550 (2024: 6,594,111) share warrants outstanding, with 43,639 (2024: 6,581,294) being issued in the current year.

16
Related party transactions

Included within other creditors (as per notes 10 and 11) are amounts due to a director. Interest of £86,483 (2024: £19,035) was paid in relation to these loans during the year.

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