iso4217:GBP xbrli:pure xbrli:shares iso4217:GBP xbrli:shares SC641651 2025-09-30 SC641651 2024-09-30 SC641651 2024-10-01 2025-09-30 SC641651 2023-10-01 2024-09-30 SC641651 bus:Director3 2024-10-01 2025-09-30 SC641651 bus:Director1 2024-10-01 2025-09-30 SC641651 bus:Director4 2024-10-01 2025-09-30 SC641651 bus:Director2 2024-10-01 2025-09-30 SC641651 bus:SmallEntities 2024-10-01 2025-09-30 SC641651 bus:AuditExemptWithAccountantsReport 2024-10-01 2025-09-30 SC641651 bus:FilletedAccounts 2024-10-01 2025-09-30 SC641651 bus:Director1 2024-10-01 2025-09-30 SC641651 2024-10-01 2025-09-30 SC641651 bus:PrivateLimitedCompanyLtd 2024-10-01 2025-09-30
EXERGY3 LIMITED
Registration Number SC641651 (Scotland)
Unaudited Financial Statements
for the year ended 30 September 2025
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
GENERAL INFORMATION
DIRECTORS
Mr T A I Gawley
Prof. D Sigsworth
Mr W J Yost
Dr M Ronde
REGISTERED OFFICE
Suite 2 - Ground Floor
Orchard Brae House
30 Queensferry Road
Edinburgh
EH4 2HS
CHARTERED ACCOUNTANTS
CT
61 Dublin Street
Edinburgh
EH3 6NL
COMPANY SECRETARY
MBM Secretarial Services Limited
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
BALANCE SHEET
Notes
2025 £
2024 £
Fixed assets
Intangible assets
3
40
40
Tangible assets
4
28,360
24,639
28,400
24,679
Current assets
Debtors
5
116,242
166,292
Cash at bank and in hand
861,450
604,925
977,692
771,217
Creditors: amounts falling due within one year
7
145,274
217,870
Net current assets
832,418
553,347
Total assets less current liabilities
860,818
578,026
Creditors: amounts falling due after more than one year
8
(450,000)
(450,000)
Net assets
410,818
128,026
Capital and reserves
Called up share capital
10
264
264
Share premium account
10
983,817
983,817
Other reserves
11
700,080
80
Profit and loss account
11
(1,273,343)
(856,135)
Shareholder's funds
410,818
128,026
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. These financial statements and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the statement of comprehensive income has been taken.
For the year ended 30 September 2025, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The member has not required the company to obtain an audit of its accounts for the year ended 30 September 2025 in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.
The financial statements were approved and authorised for issue by the Board of Directors on 12 March 2026.
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
BALANCE SHEET
Notes
2025 £
2024 £
_______________________
Dr M Ronde
Director
The notes on pages 8 to 15 form part of these accounts.
Company registration number: SC641651
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
1.
Summary of significant accounting policies
1.1
General information and basis of preparation
The financial statements have been prepared on the historical cost basis.
Exergy3 Limited is a private company limited by shares, registered in Scotland. The address of the registered office and registration number is given in the company information on page 1 of these financial statements.
These financial statements have been prepared in accordance with FRS 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland as adapted by Section 1A of FRS 102 and the Companies Act 2006.
The nature of the company's operations and principal activities during the year was research and experimental developments of thermal energy storage.
The financial statements are prepared in sterling (£) which is the functional currency of the company and rounded to the nearest £.
1.1
Going concern
The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of 12 months from the date of signing. At the balance sheet date, the Company had a net asset position of £410,818. Key considerations in reaching this conclusion include: **Convertible Loan Notes** £450,000 of the Company's liabilities relate to unsecured convertible loan notes (see note Creditors: amounts falling due after more than one year). These instruments are not repayable in the short term. While it is the intention of the holders to convert these into equity in 2026, there is no contractual obligation to do so. Accordingly, they are classified as non-current liabilities. The directors consider that conversion, if effected, would strengthen the company's capital structure. **Advanced Subscription Agreement** The company entered into advance subscription agreements amounting to £700,000, further strenghtening the company's capital structure. **Strategic Grant Partnership** On 25 May 2023, the Company signed a SBRI contract agreement with The Secretary of State for Business, Energy & Industrial Strategy. This non-dilutive funding is milestone-based, with £3.7 million received by 30 September 2025. **Commercialisation Roadmap** The project is progressing well and is expected to deliver a functional prototype that underpins the Company's go-to-market product. The directors are confident that this will provide a clear path to revenue generation and long-term cash flow sustainability. Given these developments, the directors are satisfied that the Company is well positioned to execute its business plan and raise further funding if required, and therefore consider the going concern basis of preparation to be appropriate.
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
1.2
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
1.3
Research and development
Research expenditure is written off in the period in which it is incurred.
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:
•It is technically feasible to complete the intangible asset so that it will be available for use or sale;
•There is the intention to complete the intangible asset and use or sell it;
•There is the ability to use or sell the intangible asset;
•The use or sale of the intangible asset will generate probable future economic benefits;
•There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
•The expenditure attributable to the intangible asset during its development can be measured reliably.
Expenditure that does not meet the above criteria is expensed as incurred.
1.4
Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.
Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:
Asset class
Useful life / depreciation rate
Leasehold improvements
20% straight line
Plant and machinery
20% straight line
Fixtures and fittings
20% straight line
Computer equipment
33% straight line
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
1.5
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Other financial assets
Other financial assets, including trade debtors for goods sold to customers on short-term credit, are initially measured at the transaction price including transaction costs, and are subsequently measured at the transaction price plus transaction costs not yet recognised, cumulative interest income less repayments and impairment, where there is evidence of impairment.
Other financial liabilities
Other financial liabilities, including trade creditors, are initially measured at transaction price less transaction costs, and are subsequently measured at the transaction price less transaction costs not yet recognised in profit or loss and repayments plus cumulative interest expenses incurred.
Impairment of financial assets
At the end of each reporting period, the company assesses whether there is evidence of impairment of any financial assets, including investments, loans, trade debtors and cash. If there is evidence of impairment, impairment losses are recognised in the Profit and Loss account in that financial year.
1.6
Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.
Where the circumstances causing an impairment of an asset, other than goodwill, no longer apply, then the impairment is reversed through the profit and loss account. An impairment loss recognised for goodwill is not reversed in subsequent periods.
1.7
Tax
Taxation for the year comprises current and deferred tax. 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.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
1.8
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
1.9
Turnover and other income
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.
When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.
When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
1.10
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
1.11
Employee benefits
When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.
Short term benefits, including holiday pay, are recognised as an expense in the period in which employees have become entitled to the benefits as a result of service rendered to the company.
The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
1.12
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
2.
Employees
The average monthly number of employees, including directors, during the year was as follows:
2025
2024
Employees
12
9
3.
Intangible fixed assets
Reconciliation of changes in intangible assets
Intangible assets £
Cost
At 01 October 2024
40
At 30 September 2025
40
Net book value
At 01 October 2024
40
At 30 September 2025
40
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
4.
Tangible assets
Balances at year end and movements for the year
Leasehold Improvements £
Plant and machinery £
Fixtures and fittings £
Computer equipment £
Total £
Cost
At 01 October 2024
14,087
1,440
1,796
13,831
31,154
Additions
-
3,638
202
10,393
14,233
At 30 September 2025
14,087
5,078
1,998
24,224
45,387
Depreciation
At 01 October 2024
(1,407)
(168)
(335)
(4,605)
(6,515)
Charge for the year
(2,817)
(916)
(411)
(6,368)
(10,512)
At 30 September 2025
(4,224)
(1,084)
(746)
(10,973)
(17,027)
Net book value
At 01 October 2024
12,680
1,272
1,461
9,226
24,639
At 30 September 2025
9,863
3,994
1,252
13,251
28,360
5.
Debtors
Debtors comprise:
2025 £
2024 £
Amounts falling due within one year
Trade debtors
67,458
104,581
Other debtors
26,890
16,497
Value added tax
21,894
45,214
116,242
166,292
6.
Operating lease
The total future lease payments under non-cancellable operating leases are as follows:
2025 £
2024 £
Not later than 1 year
28,000
28,000
Later than 1 year and not later than 5 years
-
28,000
28,000
56,000
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
7.
Creditors: amounts falling due within one year
Creditors: amounts falling due within one year comprise:
2025 £
2024 £
Trade creditors
84,266
182,710
Other creditors
30,059
24,125
Social security and other taxes
30,949
11,035
145,274
217,870
8.
Creditors: amounts falling due after more than one year
Creditors: amounts falling due after more than one year comprise:
2025 £
2024 £
Convertible loan
450,000
450,000
450,000
450,000
Convertible loans of £450,000 (2024: £450,000) comprises the drawdown from convertible loan agreements. The loan unsecured and attract an interest rate of 11.02% per annum. Interest does not accure until 3 years after the date of issue. If loans were not converted £400,000 would be due for repayment by 29 May 2028, and the remaining £50,000 would be due for repayment by 29 May 2033, although additional factors may lead to earlier repayment.
9.
Deferred tax
There is an unrecognised deferred tax asset of £274,031 (2024: £202,416). This arises as a result of losses carried forward, offset by fixed asset timing differences. Losses can only be offset against future profits, which cannot be determined with certainty.
10.
Called up share capital
Issued
2025 Number
2024 Number
Ordinary shares of £0.01 (2023 - £0.01) each
26,455
26,455
Alloted, called up and fully paid
2025Number
2025 £
2025 £
2024 £
Ordinary shares of £0.01 (2023 - £0.01) each
264
264
Share premium account
The total share premium relating to the share issue on 16 August 2024 amounted to £1,014,816. Fees paid in relation to raising share capital amounted to £31,000, resulting in a net share premium recognised of £983,816.
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
11.
Other Reserves
£
At 01 October 2024
80
Advanced Subscription Agreements
700,000
At 30 September 2025
700,080
Other reserves consist of advance subscription agreements. On 5 July 2022, an advance subscription agreement was entered into with Old College Capital Holdings Ltd at an amount of £15,000. On 16 August 2024, £14,920 was converted into ordinary share capital at a nominal value of £0.01 per share. Advanced Subscription Agreements entered into during the current year, with a longstop date of 24 months from the agreement date: On 27 July 2025 with Zero Carbon Capital for an amount of £200,000 On 5 September 2025 with Zero Carbon Capital for an amount of £300,000 On 12 September 2025 with Old College Capital for an amount of £200,000
EXERGY3 LIMITED
Financial Statements for the year ended 30 September 2025
NOTES TO THE FINANCIAL STATEMENTS
12.
Share-based payments
Certain employees had been granted options to subscribe for shares in the company under share option schemes as follows: The options, granted on 29 October 2024 at an option price of £0.01, are shown below.
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
Weighted average exercise price in £ 2025
Options 2025
Weighted average exercise price in £ 2025
Options 2025
Outstanding at the beginning of the period
25.5
515
0.01
-
Granted during the period
0
0
-
5,147
Outstanding at the end of the period
25.5
515
0.01
5,147
The total expense recognised during the year in respect of share based payments amounted to £145,763 (2024: £nil).
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were:
2025
Share price at grant date
28.33
Exercise price
0.01
Expected volatility
70%
Expected life
10 years
Risk free interest rate
4.31%
Dividend yield
0.00%
Appendix - Additional XBRL Tags and Values
Accounting standards applied
[Current]
bus_SmallEntities
Accounts status, audited or unaudited
[Current]
bus_AuditExemptWithAccountantsReport
Accounts type
[Current]
bus_FilletedAccounts
Average number of employees during the period
[Prior]
9
Average number of employees during the period
[Current]
12
Balance sheet date
[Current]
30 September 2025
Date of auditor's report
[Current]
0001-01-01
Date of authorisation of financial statements for issue
[Current]
12 March 2026
Director signing Directors' Report
[Current]
bus_Director1
Director signing financial statements
[Current]
bus_Director1
End date for period covered by report
[Current]
30 September 2025
Entity current legal or registered name
[Current]
Exergy3 Limited
Entity is dormant [true/false]
[Current]
false
Entity trading status
[Current]
[default]
Equity [Multiple Tags or Values]
[Current]
121,556
Equity [Multiple Tags or Values]
[Prior]
255,972
Legal form of entity
[Current]
bus_PrivateLimitedCompanyLtd
Name of entity auditors
[Current]
CT
Name of entity officer
[Current]
Mr W J Yost
Name of entity officer
[Current]
Mr T A I Gawley
Name of entity officer
[Current]
Dr M Ronde
Name of entity officer
[Current]
Prof. D Sigsworth
Name of individual auditor
[Current]
CT
Name of production software
[Current]
Draftworx Cloud
Start date for period covered by report
[Current]
01 October 2024
UK Companies House registered number
[Current]
SC641651
Version of production software
[Current]
2026.5.0.0