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DRAFT

REGISTERED NUMBER: 13107608 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

CLIMATE X LTD

| CLIMATE X LTD (REGISTERED NUMBER: 13107608) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

DRAFT

Page |

| Company information | 1 |

| Balance sheet | 2 |

| Notes to the financial statements | 3 |

| CLIMATE X LTD |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

DRAFT

| Directors: | Mr M L Ahmed

| Mr R H Hiranand

| Mr K W Kluza

| Mr P A Morgenthaler

| Mr S Kappagoda

| Registered office: | 166 Borough High, Street, Climate X Ltd,

| 166 Borough High Street

| London

| SE1 1LB

| Registered number: | 13107608 (England and Wales)

| CLIMATE X LTD (REGISTERED NUMBER: 13107608) |

BALANCE SHEET

31 DECEMBER 2025

31/12/25 | 31/12/24 |

| Notes | £ | £

DRAFT

FIXED ASSETS

Intangible assets | 4 | 7,010 |  | 11,016 |  |

Tangible assets | 5 | 1,074 |  | 10,928 |  |

Investments | 6 | 8 |  | - |  |

8,092 |  | 21,944 |  |

CURRENT ASSETS

Debtors | 7 | 1,569,058 |  | 1,557,697 |  |

Cash at bank | 2,111,111 |  | 4,375,548 |  |

3,680,169 |  | 5,933,245 |  |

CREDITORS

Amounts falling due within one year | 8 | (2,090,597 | ) | (1,176,109 | ) |

NET CURRENT ASSETS | 1,589,572 |  | 4,757,136 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,597,664 |  | 4,779,080 |  |

CREDITORS

Amounts falling due after more than one year | 9 | (10,338,214 | ) | - |  |

NET (LIABILITIES)/ASSETS | (8,740,550 | ) | 4,779,080 |  |

CAPITAL AND RESERVES

Called up share capital | 252 |  | 252 |  |

Share premium | 19,090,954 |  | 19,090,954 |  |

Other reserves | 610,626 |  | - |  |

Retained earnings | (28,442,382 | ) | (14,312,126 | ) |

(8,740,550 | ) | 4,779,080 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | 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 have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2026 and were signed on its behalf by:

Mr K W Kluza - Director

| CLIMATE X LTD (REGISTERED NUMBER: 13107608) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

DRAFT

1. | STATUTORY INFORMATION

| Climate X Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

| The company's functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Intangible assets are being amortised evenly over its estimated useful life of 3 years.

| Tangible fixed assets

| Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful life on the following bases:

| Computer Equipment - Straight-line method over a useful life of 3 years. |  |

| Investments in subsidiaries

| Investment in subsidiary undertakings are recognised at cost less impairment.

| Financial instruments

| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

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

| Financial assets and liabilities are offset, with 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.

| Classification of financial liabilities

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

| Basic financial liabilities

| Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

| 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 initially recognised at transaction price.

| CLIMATE X LTD (REGISTERED NUMBER: 13107608) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

DRAFT

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| 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.

| Research and development

| Research costs

| Expenditure on research activities is recognised as an expense in the profit and loss account in the period in which it is incurred.

| Development costs

| Development expenditure is recognised as an intangible asset only if all of the following conditions are met:

| - The technical feasibility of completing the intangible asset so that it will be available for use or sale can be demonstrated;

| - The company intends to complete the asset and use or sell it;

| - The company has the ability to use or sell the asset;

| - The asset will generate probable future economic benefits;

| - Adequate technical, financial and other resources are available to complete the development and to use or sell the asset;

| - The expenditure attributable to the asset during its development can be measured reliably.

| Where these criteria are not met, development expenditure is recognised as an expense in the profit or loss account as incurred.

| Capitalised development costs are amortised on a straight-line basis over their estimated useful economic life, commencing when the asset is available for use.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Complex financial instruments

| The entity's complex financial instruments consist of a convertible loan notes, which are classified with the substance of the contractual agreement entered into and the definitions of a financial liability and an equity instrument.

| Convertible loan notes are measured at fair value through profit or loss.

| On conversion the liability is derecognised and equity is recognised at fair value of shares issued with the

| difference written off to profit or loss.

| On redemption the difference between carrying amount and consideration is written off to profit or loss.

| Share based payments

| Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

| The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

| Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

| CLIMATE X LTD (REGISTERED NUMBER: 13107608) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

DRAFT

| Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 76 (2024 - 56 ) .

4. | INTANGIBLE FIXED ASSETS

Other |

intangible |

assets |

| £

| Cost

| At 1 January 2025

| and 31 December 2025 | 12,017 |  |

| Amortisation

| At 1 January 2025 | 1,001 |  |

| Charge for year | 4,006 |  |

| At 31 December 2025 | 5,007 |  |

| Net book value

| At 31 December 2025 | 7,010 |  |

| At 31 December 2024 | 11,016 |  |

5. | TANGIBLE FIXED ASSETS

Plant and |

machinery |

etc |

| £

| Cost

| At 1 January 2025 | 87,102 |  |

| Disposals | (32,126 | ) |

| At 31 December 2025 | 54,976 |  |

| Depreciation

| At 1 January 2025 | 76,174 |  |

| Charge for year | 9,854 |  |

| Eliminated on disposal | (32,126 | ) |

| At 31 December 2025 | 53,902 |  |

| Net book value

| At 31 December 2025 | 1,074 |  |

| At 31 December 2024 | 10,928 |  |

| CLIMATE X LTD (REGISTERED NUMBER: 13107608) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

DRAFT

6. | FIXED ASSET INVESTMENTS

Shares in |

group |

undertakings |

| £

| Cost

| Additions | 8 |  |

| At 31 December 2025 | 8 |  |

| Net book value

| At 31 December 2025 | 8 |  |

7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

31/12/25 | 31/12/24 |

| £ | £

| Trade debtors | 265,667 |  | 688,595 |  |

| Amounts owed by group undertakings | 390,536 |  | 423,071 |  |

| Other debtors | 912,855 |  | 446,031 |  |

1,569,058 |  | 1,557,697 |  |

8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

31/12/25 | 31/12/24 |

| £ | £

| Trade creditors | 326,270 |  | 161,696 |  |

| Taxation and social security | 263,419 |  | 158,731 |  |

| Other creditors | 1,500,908 |  | 855,682 |  |

2,090,597 |  | 1,176,109 |  |

9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

31/12/25 | 31/12/24 |

| £ | £

| Other creditors | 10,338,214 |  | - |  |

10. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

31/12/25 | 31/12/24 |

| £ | £

| Within one year | 342,732 |  | 171,366 |  |

| Between one and five years | 1,028,196 |  | 1,370,928 |  |

1,370,928 |  | 1,542,294 |  |

11. | REGISTRATION OF CHARGE

| Bank loans and other borrowings are secured by a fixed and floating charge over all the company's assets and undertakings. This charge was created on 17 November 2025 in favour of National Westminister Bank Plc and includes a negative pledge.