false 01 January 2024 31 December 2024 1 1 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 there is 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.Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation techniques and establishes a hierarchy for inputs used. For financial reporting and/or disclosure purposes, the Company categorises fair value measurements into Level 1, 2 or 3 based on the degree to which the inputs are observable and the significance of the inputs to the valuation. Further, the Company recognises transfers between levels of the fair value hierarchy at the beginning of the reporting period. Level 1 — Quoted prices are available in active exchange markets for identical assets or liabilities as at the reporting date. Level 2 — Quoted prices in active markets are not available; however, pricing inputs are either directly or indirectly observable as at the reporting date. Level 3 — Pricing inputs include significant inputs that are not supportable by market transactions or other observable market data. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial assets and financial liabilities are presented on a net basis only where there is a legal right of offset and the intention to settle on a net basis, however the Company did not have any offsetting in the current year or prior period. (i) Financial assets Financial assets are classified into the following specified categories: financial assets at FVTPL and financial assets at amortised cost. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular-way purchases or sales of financial assets are recognized and derecognised on a trade-date basis. Regular-way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. Financial assets are classified as FVTPL when the financial asset does not meet the criteria for being measured at amortised cost or fair value through other comprehensive income, or it is designated as FVTPL. Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement generally recognised in profit or loss. Fair value is determined in the manner described above. As at 31 December 2024, the only financial asset at FVTPL was cash and cash equivalents. 3.11 Financial instruments Financial assets at amortised cost Financial assets at amortised cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of these assets give rise on the specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are measured at amortised cost using the effective interest rate method, less any credit allowance, except for short-term receivables when recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a financial asset and allocating interest income over the relevant period. Impairment of financial assets For financial assets carried at amortised cost, the Company has adopted the simplified approach to measuring the loss allowance, which is included within the expected credit losses. These losses include possibility that the counterparty may default, and the Company may not receive the full market value of the transactions. The Company calculates a separate credit risk adjustment for each subsidiary and counterparty to which the Company has exposure When a financial asset is deemed uncollectible, it is written off against the allowance account. As at 31 December 2024, no material write offs were made. Derecognition of financial assets The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company retains all or substantially all of the risks and rewards of ownership of a transferred asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. If part of the risks and rewards of ownership of the transferred asset have been retained, the financial asset is recognised only to the extent of the Company’s continuing involvement (and a collateralised borrowing is recognised to the extent of the Company’s continuing involvement). On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. b) Financial liabilities Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities are classified at FVTPL when the financial liability is either held for trading or it is designated as FVTPL. A financial liability is classified as held for trading if it has been incurred principally for the purpose of repurchasing it in the near term; or on initial recognition, it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking; or it is a derivative that is not designated and effective as a hedging instrument. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re- measurement recognised in profit or loss. Fair value is determined in the manner described in Note 15. Other financial liabilities Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis, except for short-term liabilities when recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. Derecognition of financial liabilities The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled, or they expire. 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Registered number: 14372724

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD CONTENTS

Page

Company Information..............................................................................................................................................1

Directors' Report ......................................................................................................................................................2

Directors’ Responsibilities statement....................................................................................................................5

Independent Auditors Report to the Members of Freepoint Eco-Systems International Ltd .......................6

Statement of Comprehensive Income...................................................10

Statement of Financial Position........................................................11

Statement of Changes in Equity.......................................................12

Statement of Cash Flows............................................................13

Notes to the Financial Statements......................................................14

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD COMPANY INFORMATION

Directors

R J Feilbogen

D M Hecht

G M Minichiello

Company secretary

Oakford Advisors Ltd

Registered number

14372724

Registered office

62 Buckingham Gate

Part 5th Floor

London

SW1E 6AJ

Auditors

Grant Thornton UK LLP

St Peter's Square

1 Oxford Street

Manchester

M1 4PB

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD DIRECTORS’ REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements of Freepoint Eco-Systems International Ltd (the “Company”) for the year ended 31 December 2024.

Principal activities and review of business

The principal activities of the Company is that of a holding company, holding investments in group companies across Europe. These subsidiaries are in the set-up phase and the planned future activity of the subsidiaries will revolve around renewable plastics business. Through the circular process of pyrolysis, the subsidiaries will focus on the recycling of end-of-life plastic waste and the creation of liquid hydrocarbons which are sold to customers for use in new plastic products. As a result of the subsidiaries not yet being fully operational, the Company provides support where necessary to facilitate these activities and as a result of this, the Company has been loss making since inception, as outlined below.

The figures reported for prior period from incorporation on 23 September 2022 to 31 December 2023 were not audited and as such, the auditors have not expressed any opinion on the figures reported for that period. For further details, see the Independent Auditor's report on page 6.

Additionally, the Directors consider the performance of the business to not be entirely comparable between the 2 periods presented as the period ended 31 December 2023 represents a 15 month period. Despite losses incurred during the year of $5,967k (period ended 31 December 2023: $3,846k) the Directors consider that despite the losses, the Company is performing in line with expectations and consider the business to be a going concern for the reasons set out in the going concern disclosure of their Directors' report.

During the year, the Company issued one ordinary share of $1 at a price of $9,561,216 to Freepoint Environmental Holdings LLC (“FEH LLC”). This resulted in share premium of $9,561,215.

Directors

The Directors who served during the year and up to the date of signing the financial statements, unless otherwise stated, were:

R J Feilbogen

D M Hecht

G M Minichiello

Financial risk management

The Company regards the monitoring and controlling of risk as a fundamental part of the management process. Freepoint Commodities Holdings LP (“FCH LP”)’s finance, credit and risk professionals, monitor, manage and report regularly to senior management and the FCH LP’s Board of Directors on the approach and effectiveness in managing financial risks along with exposures facing the Company. Also, before the Company transacts in any new business, it is required to obtain approval as appropriate.

Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with FCH LP’s liquidity risk committee, which monitors forecasts and actual operating cash flows and reports to senior management of FCH LP. FCH LP manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecasts and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

A majority of the Company’s financial assets and the contractual maturity for all of its financial liabilities are expected to mature within one year or less. The expected maturity for financial assets is based on the undiscounted contractual maturities of the financial assets, except where the Company anticipates that the cash flow will occur in a different period and for financial liabilities is based on the earliest date on which the Company can be required to pay.

Capital Management

The Company manages its capital to ensure to continue as a going concern while maximising the return to the Shareholder through the optimisation of the debt and equity balance. The capital structure of the Company consists of equity of the Company as contributed by the Parent Company. The Company is not subject to any externally imposed capital requirements.

Going concern

During the year ended 31 December 2024 the Company incurred a total comprehensive loss of $5,967k (period ended 31 December 2023: $3,846k) and had net current liabilities as at 31 December 2024 of $2,314k (2023: $73k). The Company is still in the development stage and as such, it is dependent on the Parent Company for financial support, both of whom would support both the Company to ensure that they can continue to operate and do not default on any obligations.

The Company has not been adversely affected by any current global events and the Directors are closely monitoring any situations which could negatively impact the business. The Directors have identified risks to the Company within the Financial risk management section of this report.

Because of the commitment of support from the Parent Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Qualifying third-party indemnity provisions

The Directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the year and is currently in force.

Subsequent events

There are no subsequent events after the year end date to the reporting date that require disclosure in accordance with IAS 10.

Disclosure of information to auditors

In the case of each director in office at the date the directors report is approved:

• so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD

DIRECTORS’ REPORT (continued)

FOR THE YEAR ENDED 31 DECEMBER 2024

Independent auditors

In the year, the Directors determined to appoint Grant Thornton LLP as external auditor, commencing for the year ended 31 December 2024. The Company did not obtain an audit for the period ended 31 December 2023.

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and will therefore continue in office.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

The Directors have also taken advantage of the small companies exemption provided by Section 414B of the Companies Act 2006 and has not prepared a Strategic report.

By order of the board:

G M Minichiello

Director Date:

06/03/2026

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD

STATEMENT OF DIRECTORS’ RESPONSIBILITIES OF FREEPOINT ECO- SYSTEMS INTERNATIONAL LTD

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulation.

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 UK-adopted international accounting standards. 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 and 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; and

• 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.

G M Minichiello

Director

Date:

6/3/2026

INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD

Opinion

We have audited the financial statements of Freepoint Eco-Systems International Ltd (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

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;

• the financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and

• the financial statements 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’s 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.

Other matter – prior period financial statements unaudited

The company did not have a statutory audit for the period ended 31 December 2023. Accordingly the corresponding figures for the period ended 31 December 2023 are unaudited.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties. We assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

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.

INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD (continued)

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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 directors 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 directors 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 directors’ report 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.

Matter on which we are required to report under the Companies Act 2006

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 directors’ report.

INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD (continued)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which 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' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities set out on page 5, 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 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’s 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks applicable to the company, identifying the most significant as the reporting frameworks (UK-adopted international accounting standards and the Companies Act 2006) and the tax compliance regulations relevant to the jurisdictions in which the company operates.

• We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those charged with governance.

• We assessed the susceptibility of the financial statements to material misstatements, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:

◦ Identifying and assessing the design effectiveness of the processes and relevant controls which management have in place to prevent and detect fraud.

◦ Identifying and testing unusual journal entries

◦ Identify and testing related party transactions

◦ Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statements item

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non- compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it

• The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s knowledge of the industry in which the client operates and understanding of, and practical experience through training and participation with audit engagements of a similar nature

• We identified no matters relating to non-compliance with laws and regulations or relating to fraud.

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 auditor’s report.

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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Frances Grant

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Manchester

Date:

06/03/2026

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

| Year Ended 31 December | Unaudited Period Ended 31 December
2024 | 2023
| Note | $'000 | $'000
Administrative expenses |  | (5,717) | (3,684)
Other operating expenses | 8 | (270) | (159)
Operating loss |  | (5,987) | (3,843)
Interest receivable and similar income | 9 | 111 | –
Interest payable and similar charges | 10 | (91) | (3)
Loss before tax |  | (5,967) | (3,846)
Tax on loss | 11 | – | –
Loss the financial year/period |  | (5,967) | (3,846)
Total comprehensive expense |  | (5,967) | (3,846)

The notes on pages 14 to 27 are an integral part of these financial statements.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD

STATEMENT OF FINANCIAL POSITION Registered number: 14372724

AS AT 31 December 2024

|  | 2024 | Unaudited 2023
Note | $'000 | $'000
Non-current assets Investments | 12 | 1,197 | 148
Receivables: amounts falling due after more than one year | 13 | 4,786 | –
Current assets |  | 5,983 | 148
Receivables: amounts falling due within one year | 13 | 99 | –
Cash at bank and in hand |  | 103 | 141
|  | 202 | 141
Total assets |  | 6,185 | 289
Current liabilities Payables: amounts falling due within one year | 14 | 2,516 | 214
|  | 2,516 | 214
Total liabilities |  | 2,516 | 214
Capital and reserves Share capital | 16 | – | –
Share premium | 17 | 9,561 | –
Capital contribution reserve | 17 | 3,921 | 3,921
Accumulated losses | 17 | (9,813) | (3,846)
Total equity |  | 3,669 | 75
Total equity and liabilities |  | 6,185 | 289

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements on pages 10 to 27 were approved by the board of Directors and were signed on its behalf by:

G M Minichiello

Director

Date:06/03/2026

The notes on pages 14 to 27 are an integral part of these financial statements.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

| Share capital | Share premium | Capital contribution reserve | Accumulated losses | Total equity
$'000 | $'000 | $'000 | $'000 | $'000
Unaudited |  |  |  |  |
At 23 September 2022 (on incorporation) | – | – | – | – | –
Loss for the financial period | – | – | – | (3,846) | (3,846)
Capital Contribution from the Parent Company | – | – | 3,921 | – | 3,921
At 31 December 2023 and 1 January 2024 | – | – | 3,921 | (3,846) | 75
Loss for the financial year | – | – | – | (5,967) | (5,967)
Issue of share capital (note 16) | – | 9,561 | – | – | 9,561
At 31 December 2024 | – | 9,561 | 3,921 | (9,813) | 3,669

The notes on pages 14 to 27 are an integral part of these financial statements.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024 |
|  | Unaudited
| Year Ended 31 December | Period Ended 31 December
| 2024 | 2023
| $'000 | $'000
Cash flows from operating activities |  |
Loss for the financial year/period | (5,967) | (3,846)
Adjustments for: |  |
Interest payable and similar expense | 91 | (253)
Interest receivable and similar income | (111) | 3
Increase in receivables | (470) | –
Increase in payables | 2,302 | 66
Net cash used in operating activities | (4,155) | (4,030)
Cash flow from investing activities |  |
Interest received | 111 | 253
Net cash generated from investing activities | 111 | 253
Cash flow from financing activities |  |
Proceeds from share issue | 4,097 | –
Proceeds from Capital Contribution from the Parent Company | – | 3,921
Interest paid | (91) | (3)
Net cash generated from financing activities | 4,006 | 3,918
Net (decrease)/increase in cash and cash equivalents | (38) | 141
Cash and cash equivalents at the beginning of year | 141 | –
Cash and cash equivalents at the end of year | 103 | 141
Cash and cash equivalents at the end of year comprise of: |  |
Cash at bank and in hand | 103 | 141
The notes on pages 14 to 27 are an integral part of these financial statements. |  |

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1 General information

The Company is a private company limited by shares and incorporated in England and Wales under the Companies Act, 2006 and registered on 23 September 2022. The registered office is located at 62 Buckingham Gate, Part 5th Floor, London SW1E 6AJ.

Freepoint Eco-Systems International Ltd, (the “Company”) is a wholly-owned subsidiary of Freepoint Environmental Holdings LLC (the “Parent Company”) which is domiciled in the United States of America. The Parent Company is a subsidiary of Freepoint Commodities Holdings LP (“FCH LP”), the ultimate holding company.

The Directors consider the performance of the business to not be entirely comparable between the 2 periods presented as the period ended 31 December 2023 represents a 15 month period.

2 Adoption of New and Revised Standards

In the current period, the following revised standards have been adopted in these financial statements and did not have a material impact on the results.

Amendments to IAS1, Classification of Liabilities as Current or Non-Current

The amendments clarify the requirements for classifying liabilities as current or non-current. Specifically, the amendments clarify that a liability is classified as non-current if the entity has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The right to defer settlement must have substance and must exist at the end of the reporting period. Classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement. The amendments also clarify what is meant by "settlement" of a liability for the purposes of current or non-current classification.

Amendments to IAS1, Non-current Liabilities with covenants

The amendments further clarify the classification of liabilities subject to conditions (covenants). Where the entity's right to defer settlement of a liability for at least twelve months is subject to compliance with specified conditions, those conditions affect whether that right exists at the end of the reporting period only if the entity is required to comply with the conditions on or before the reporting period end date. Conditions with which the entity must comply after the reporting date do not affect whether the right to defer settlement exists at the reporting date. The amendments also require entities to disclose information about conditions that must be complied with within twelve months after the reporting period, to enable users of financial statements to understand the risk that the liabilities could become repayable within twelve months.

Amendments to IFRS 16, Lease liability in a Sale and Leaseback

The amendments add subsequent measurement requirements for sale-and-leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. Specifically, the amendments require the seller-lessee to determine lease payments or revised lease payments in a manner that results in the seller-lessee not recognising any amount of the gain or loss that relates to the right of use it retains. These amendments do not affect the gain or loss recognised at the date of the transaction; rather, they affect how the seller-lessee applies the subsequent measurement requirements of IFRS 16 to the lease liability arising from the leaseback.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

2 Adoption of New and Revised Standards (continued)

Amendments to IAS7 and IFRS 7, Supplier Finance Arrangements

The amendments introduce additional disclosure requirements for entities that enter into supplier finance arrangements. Entities are required to provide qualitative and quantitative information about their supplier finance arrangements, including the terms and conditions of such arrangements, the carrying amounts of financial liabilities that are part of such arrangements, the range of payment due dates, and the line items in which those financial liabilities are presented. The amendments also provide guidance on the characteristics of a supplier finance arrangement and add supplier finance arrangements as an example within the liquidity risk disclosure requirements of IFRS 7.

Amendments to IAS12, Internation Tax Reform - Pillar Two Model Rules

The amendments introduce a temporary mandatory exception from the recognition and disclosure of deferred tax assets and liabilities arising from the implementation of the Pillar Two Model Rules published by the Organisation for Economic Co-operation and Development (OECD). The amendments also introduce targeted disclosure requirements for entities affected by the Pillar Two legislation, including disclosure of the jurisdictions in which Pillar Two legislation has been enacted or substantively enacted and the current tax expense related to Pillar Two income taxes. The mandatory exception applies retrospectively, and the related disclosure requirements are applicable for annual reporting periods beginning on or after 1 January 2023.

3 Principal accounting policies

3.1 Basis of preparation and accounting policies

The financial statements of the Company have been prepared in accordance applicable law and United Kingdom adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The financial statements have been prepared on the historical cost basis, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Assets and liabilities expected to settle within the next 12 months are classified as current, and those expected to be settled beyond 12 months are classified as non-current.

The principal accounting policies are set out below.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

3 Principal accounting policies (continued)

3.2 Going concern

During the year ended 31 December 2024 the Company incurred a total comprehensive loss of $5,967k (period ended 31 December 2023: $3,846k) and had net current liabilities as at 31 December 2024 of

$2,314k (2023: $73k). The Company is still in the development stage and as such, it is dependent on the Parent Company for financial support, which would support the Company to ensure that they can continue to operate and do not default on any obligations.

The Company has not been adversely affected by any current global events and the Directors are closely monitoring any situations which could negatively impact the business. The Directors have identified risks to the Company within the Financial risk management section of this report.

Because of the commitment of support from the Parent Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

3.3 Consolidation

The Company, together with the subsidiaries listed in note 12; forms a small group in accordance with Section 383 of the Companies Act 2006. As a result, the Company has taken advantage of the exemption available to small groups as per Section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements.

3.4 Foreign currency

i. Functional and presentation currency

The Company's functional and presentational currency is the U.S.Dollars ($). The amounts are rounded and presented in thousands (‘000).

ii. Transactions and balances

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

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

Foreign currency transaction gains and losses are presented in the profit or loss income within ‘Other operating expense’.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

3 Principal accounting policies (continued)

3.5 Management fee expense

The Parent Company and certain affiliates provide management and administrative support to the Company and its subsidiaries. Following a review of both local and overseas requirements and transfer pricing requirements, these entities allocate expenses to the Company as a management fee based on time apportionment.

Expenses are recharged from the Parent Company and certain affiliates and to Subsidiaries and certain affiliates plus an 8% mark-up. The expenses recharged at cost are presented net of recharges received in ‘Administrative expenses’ in profit or loss while the 8% mark-up is presented separately within ‘Other operating expense’ in profit or loss.

3.6 Employee benefits

The Company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined benefit and defined contribution pension plans.

i. Short term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

ii. Annual bonus plan

The Company operates an annual bonus plan for employees. An expense is recognised in the profit and loss account when the Company has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation can be made.

3.7 Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period.

Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively. Current or deferred taxation assets and liabilities are not discounted.

i. Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.

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.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

3 Principal accounting policies (continued)

3.7 Taxation (continued)

ii. Deferred tax

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

3.8 Impairment of non-current assets

Long-lived assets are tested for impairment when impairment indicators exist. The Company reviews the useful lives for these assets on an annual basis. The Company derecognises long-lived assets when it has disposed of the asset or when no future economic benefits are expected from its use. On derecognition of the asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

3.9 Investments

Investment in subsidiary company is held at cost less accumulated impairment losses.

3.10 Cash and cash equivalents

Cash and cash equivalents are composed of cash held at several financial institutions.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

3 Principal accounting policies (continued)

3.11 Financial instruments

Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation techniques and establishes a hierarchy for inputs used. For financial reporting and/or disclosure purposes, the Company categorises fair value measurements into Level 1, 2 or 3 based on the degree to which the inputs are observable and the significance of the inputs to the valuation. Further, the Company recognises transfers between levels of the fair value hierarchy at the beginning of the reporting period.

Level 1 — Quoted prices are available in active exchange markets for identical assets or liabilities as at the reporting date.

Level 2 — Quoted prices in active markets are not available; however, pricing inputs are either directly or indirectly observable as at the reporting date.

Level 3 — Pricing inputs include significant inputs that are not supportable by market transactions or other observable market data.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets and financial liabilities are presented on a net basis only where there is a legal right of offset and the intention to settle on a net basis, however the Company did not have any offsetting in the current year or prior period.

(i) Financial assets

Financial assets are classified into the following specified categories: financial assets at FVTPL and financial assets at amortised cost. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular-way purchases or sales of financial assets are recognized and derecognised on a trade-date basis. Regular-way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. Financial assets are classified as FVTPL when the financial asset does not meet the criteria for being measured at amortised cost or fair value through other comprehensive income, or it is designated as FVTPL.

Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement generally recognised in profit or loss. Fair value is determined in the manner described above. As at 31 December 2024, the only financial asset at FVTPL was cash and cash equivalents.

3.11 Financial instruments

Financial assets at amortised cost

Financial assets at amortised cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of these assets give rise on the specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are measured at amortised cost using the effective interest rate method, less any credit allowance, except for short-term receivables when recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a financial asset and allocating interest income over the relevant period.

Impairment of financial assets

For financial assets carried at amortised cost, the Company has adopted the simplified approach to measuring the loss allowance, which is included within the expected credit losses. These losses include possibility that the counterparty may default, and the Company may not receive the full market value of the transactions. The Company calculates a separate credit risk adjustment for each subsidiary and counterparty to which the Company has exposure

When a financial asset is deemed uncollectible, it is written off against the allowance account. As at 31 December 2024, no material write offs were made.

Derecognition of financial assets

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company retains all or substantially all of the risks and rewards of ownership of a transferred asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. If part of the risks and rewards of ownership of the transferred asset have been retained, the financial asset is recognised only to the extent of the Company’s continuing involvement (and a collateralised borrowing is recognised to the extent of the Company’s continuing involvement). On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

b) Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities are classified at FVTPL when the financial liability is either held for trading or it is designated as FVTPL.

A financial liability is classified as held for trading if it has been incurred principally for the purpose of repurchasing it in the near term; or on initial recognition, it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking; or it is a derivative that is not designated and effective as a hedging instrument.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re- measurement recognised in profit or loss. Fair value is determined in the manner described in Note 15.

Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis, except for short-term liabilities when recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled, or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

3.11 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

3.12 Related party transactions

The Company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with its parent or with members of the same group that are wholly owned.

4 Critical accounting judgements and estimation uncertainty

The preparation of the financial statements requires that management make estimates and assumptions that will affect the amounts reported in the financial statements and accompanying notes. Although management believes the estimates and assumptions are reasonable, actual amounts ultimately may differ significantly from those estimates.

Critical judgements in applying the Company’s accounting policies

Management is of the opinion that any instances of judgments are not expected to have a significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and any future periods affected.

Management is of the opinion that there are no key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

5 Auditors’ remuneration |
| 2024 | 2023
| $'000 | $'000
Fees payable to the Company’s auditors and its associates for the audit of the Company’s financial statements | 45 | –

There we no fees payable to the auditors for non-audit services for the year ended 31 December 2024 (period ended 31 December 2023: £nil).

6 Employee information

The average monthly number of employees of the Company was 2 for the year ended 31 December 2024 (period ended 31 December 2023 : nil). The Company only has one category of employees.

The staff costs are as follows: |
|  | Unaudited
| Year Ended 31 December | Period Ended 31 December
| 2024 | 2023
| $'000 | $'000
Wages and salaries | 505 | 625
Social security costs | 95 | 24
Total | 600 | 649

During the the year, there were staff costs recharged from group companies of $3,466k (period ended 31 December 2023: $1,202k).

7 Directors' emoluments

The Company has not made any disclosures with respect to Directors’ emoluments. All Directors are employed by affiliate companies which are owned by the same ultimate controlling party. It is not practical to assess the amount of remuneration which is applicable to the services to the Company or its subsidiaries.

8 | Other operating expenses |
| Other operating expense of the Company consisted of the following:
|  |  | Unaudited
|  | Year Ended 31 December | Period Ended 31 December
|  | 2024 | 2023
|  | $'000 | $'000
| Transfer pricing mark-up | 282 | 161
| Realised foreign exchange gain | (14) | (2)
| Unrealised foreign exchange loss | 2 | –
|  | 270 | 159

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

9 Interest receivable and similar income |
|  | Unaudited
| Year Ended 31 December | Period Ended 31 December
| 2024 | 2023
| $'000 | $'000
Bank interest received | 1 | –
Interest receivable from group undertakings | 110 | –
| 111 | –
10 Interest payable and similar expenses |  |
|  | Unaudited
| Year Ended 31 December | Period Ended 31 December
| 2024 | 2023
| $'000 | $'000
Interest payable to group undertakings | 87 | –
Bank charges | 4 | 3
| 91 | 3
11 Tax on loss |  |

For the current year and prior period there was no current or deferred tax as the entity was in a net loss position.

The Company applies the guidance within IAS 12, Income Taxes and IAS 37, Provisions, Contingent Liabilities and Contingent Assets regarding contingent liabilities and assets. There are no contingent tax liabilities or assets as at and for the years ended 31 December 2024.

Factors affecting the tax charge for the year

The tax assessed for the year is higher than (period ended 31 December 2023: higher than) the standard rate of corporation tax in the UK of 25% (period ended 31 December 2023: weighted average rate of 23.5%). The differences are explained below:

| Year Ended 31 December | Unaudited Period Ended 31 December
2024 | 2023
$'000 | $'000
Loss before tax | (5,967) | (3,846)
Loss before tax multiplied by UK standard rate of 25% (period ended 31 December 2023: weighted average rate of 23.5%) | (1,492) | (904)
Effects of: |  |
Unrecognised deferred tax | 1,477 | 904
Expenses not deductible for tax purposes | 15 | –
Total tax charge | – | –

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

11 Tax on loss (continued)

Tax rate changes

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2024 the tax rate was 25% (2023: the weighted averaged tax rate was 23.5%).

Subject to the agreement by the tax authorities, at the end of the period, the Group had unutilised tax losses of $2,426k available to offset against future profits which had not been recognized as deferred tax due to the unpredictability of future profit streams.

12 Investments

|  | Investments in
|  | subsidiaries
|  |  | $'000
Cost and Net Book Value |  |  |  |
At 1 January 2024 (unaudited) |  |  | 148 |
Additions |  |  | 1,049 |
At 31 December 2024 |  |  | 1,197 |
At 31 December 2024 |  |  | 1,197 |
At 31 December 2023 |  |  | 148 |
The list of subsidiaries and other related undertakings is as follows: |  |  |
Subsidiaries |  |  |  |
Name | Country of incorporation Class of shares | Holding
Freepoint Eco-Systems España S.L. | Spain | Ordinary shares | 100 % |
Freepoint Eco-Systems Belgium NV | Belgium | Ordinary shares | 100 % |
Freepoint Eco-Systems Deutcshland GmbH | Germany | Ordinary shares | 100 % |

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

13 | Receivables |
|  |  | Unaudited
|  | 2024 | 2023
|  | $'000 | $'000
| Amounts falling due after more than one year |  |
| Amounts owed by group undertakings | 4,768 | –
| Prepayments and accrued income | 18 | –
| Amounts falling due within one year | 4,786 | –
| Prepayments and accrued income | 72 | –
| VAT receivables | 27 | –
|  | 99 | –
|  | 4,885 | –

As at 31 December 2024, amounts owed by group undertakings consist of balances due from the Company’s subsidiaries and fellow subsidiaries under common control. The applicable interest rate on the amount loaned ranges from 6.4% to 7.1% and the loan and interest are repayable on the maturity date, being 1 December 2029.

14 | Payables: amounts falling due within one year |
|  |  | Unaudited
|  | 2024 | 2023
|  | $'000 | $'000
| Trade creditors | 840 | 95
| Amounts owed to group undertakings | 1,441 | 106
| Other taxation and social security | 9 | –
| Other creditors | 3 | –
| Accruals and deferred income | 223 | 13
|  | 2,516 | 214

As at 31 December 2024, amounts owed to group undertakings consist of balances due to the parent company and entities under common control. The applicable interest rate on the amount loaned ranges from 6.4% to 7.1% and the loan and interest are repayable on demand.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

15 Financial instruments

The Company's principal financial instruments are set out below and stated at their carrying values:

|  | Unaudited
2024 | 2023
$'000 | $'000
Financial assets at amortised cost: |  |
Cash and cash equivalents | 103 | 141
Amounts owed by group undertakings | 4,768 | –
| 4,871 | 141
Financial liabilities at amortised cost: |  |
Trade and other payables | 2,284 | 201
| 2,284 | 201

There were no significant differences between the carrying amounts and fair values of any of the financial assets or financial liabilities in the Statement of Financial Position as at 31 December 2024 and 31 December 2023.

The carrying amounts of Level 2 financial instruments including certain prepayments and other current assets, accounts payable, due to affiliates and other liabilities approximate fair value because of the short-term nature of such instruments. The carrying amounts other assets, which are classified as Level 2, do not materially differ from fair value due to their relatively recent issuance or revaluation.

16 Share capital

| Unaudited |
| 2024 | 2023
| $ | $
Allotted and fully paid |  |
2 (2023: 1) Ordinary share shares of $1 each | 2 | 1

During the year, the Company issued one ordinary share of $1 at a price of $9,561,216 to Freepoint Environmental Holdings LLC (“FEH LLC”). This resulted in share premium of $9,561,215.

The Company has one class of ordinary shares which carry no right to fixed income.

FREEPOINT ECO-SYSTEMS INTERNATIONAL LTD NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 DECEMBER 2024

17 Reserves

Capital contribution reserve

Capital contribution reserve represents the additional capital contributions not tied to shares received from the Parent Company of $3,921k (2023: $3,921k).

Profit and loss account

The profit and loss account represents all net gains and losses and transactions with owners (e.g. dividends) that are not recognised elsewhere.

Share premium

The share premium account represented the amount subscribed for share capital in excess of the nominal value.

18 Related party transactions

The Company is a wholly-owned subsidiary of Freepoint Environmental Holdings LLC (the “Parent Company”) which is domiciled in the United States of America. The Parent Company is a subsidiary of Freepoint Commodities Holdings LP (“FCH LP”), the ultimate holding company.

At 31 December 2024 the Parent Company controlled 100% of the voting shares of the Company.

Officers and key management personnel of the Company are employed by another subsidiary of the Parent Company and other affiliates of the Group with the same ultimate parent and controlling party. The Company’s share of remuneration for these employees is included within the administrative expenses.

For the financial year 31 December 2024, these affiliates charged the Company $3,966k and of these amounts, $436k was recharged to the Company’s subsidiaries. The net recharge of $3,530k is included within administrative expenses (period ended 31 December 2023: $1,872k).

19 Commitments and contingencies

As at 31 December 2024, the Company has not been involved in any legal claims or unresolved disputes which have a more than remote possibility of resulting in a contingent liability.

20 Subsequent events

The Company has evaluated the period after the balance sheet date up through the date the financial statements were issued, and determined there were no subsequent events or transactions that required recognition or disclosure in the financial statements.

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3.7 Financial instruments

Sub list