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REGISTERED NUMBER: 09855903 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

AD Aggregator Platform Ltd

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 6 |

| Report of the Independent Auditors | 8 |

| Income Statement | 12 |

| Other Comprehensive Income | 13 |

| Statement of Financial Position | 14 |

| Statement of Changes in Equity | 15 |

| Notes to the Financial Statements | 16 |

| AD Aggregator Platform Ltd |

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | E W Bastow

| N Clements

| H Miles

| SECRETARY: | H Miles

| REGISTERED OFFICE: | C/O Material Change Ltd

| The Amphenol Building 46-50

| Rutherford Drive

| Wellingborough

| NN8 6AX

| REGISTERED NUMBER: | 09855903 (England and Wales)

| AUDITORS: | Hardcastle Burton LLP

| Lake House

| Market Hill

| Royston

| Hertfordshire

| SG8 9JN

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Strategic Report

for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The company's investments are measured at fair value with movements in fair value recognised in the Statement of Comprehensive Income in the period in which they arise.

The company holds investments in several special purpose vehicles ("SPVs") that operate 6 anaerobic digestion plants and 6 composting faculties located in England. These subsidiaries are listed in note 8 of the financial statements. The anaerobic digestion sites process feedstock (energy crops and waste) to generate gas and electricity which is exported to the grid, the projects are also accredited under various UK renewable energy subsidies.

Key performance indicators

The directors consider the key performance indicator of this company to be the value of its investments and the return on these. During the year the company received dividend returns of £3.9m (2023: £nil) and interest income of £3.9m (2023: £3.9m) The director are overall satisfied with the performance of the company.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Strategic Report

for the Year Ended 31 December 2024

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company, and an explanation of how they are managed, are set out below. The company has implemented risk controls and loss mitigation plans but cannot give absolute assurance that such procedures will be effective in identifying or controlling each of the operational risks faced by the company. The company manages the principal financial risk within policies and operating parameters approved by the Board of Directors.

Regulation

If a change in Government renewable energy policy was applied retrospectively to current operating projects including those in the company's investment portfolio, this could adversely impact the market price for renewable energy or the value of the green benefits earned from generating renewable energy. The Government has evolved the regulatory framework for new projects being developed but has consistently stood behind the framework that supports operating projects as it understands the need to ensure investors can trust regulation.

Financing risk

The company has financed its investment through loans totalling £49,234,876 (2023: £48,129,336), the projects are in a steady state operations and tend to use operational cash flow to fund any capital expenditure, rather than calling on additional loan facilities.

Asset life

In the event that the projects do not operate for the length of time assumed or require higher than expected maintenance expenditure to do so, it could have a material adverse effect on the financial performance and position of the investee company.

The directors perform regular reviews and ensures that maintenance is performed. Regular maintenance ensures that equipment is in good working order to meet its expected life span.

Gas and power prices

A significant proportion of the revenue received in the SPVs are exposed to movements in wholesale gas and power prices. Future cash flows have been modelled using conservative forecasts of gas and power prices published by independent market experts. Wholesale gas prices have reduced in the recent economic environment; however, a material fall in the achieved price below these forecasts could have a negative impact on the group of assets. Management mitigate this risk by closely monitoring the market and if appropriate will enter into short-term fixed price and supply power purchase agreements to secure favourable increases in wholesale prices, but also to protect cash flows from significant downturns in those prices.

Health and safety and the environmen t

The operation of plants are are subject to health and safety and environmental regulation. A breach of these or an accident could lead to damages or compensation to the extent such loss is not covered by insurance policies, adverse publicity or reputational damage.

The company engages an independent health and safety consultant to ensure the ongoing appropriateness of its health and safety policies and procedures. The investee companies have reporting lines ensuring that the directors is informed of events as soon as possible after they occur.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Strategic Report

for the Year Ended 31 December 2024

SECTION 172(1) STATEMENT

The directors of AD Aggregator Platform Ltd (the "Company") are mindful of their duty under Section 172(1) of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole, and in doing so, to have regard to the broader matters set out in Section 172.

The Company acts as a holding company for a portfolio of investments, primarily in anaerobic digestion (AD) plants, and its principal activity is the holding of these investments at fair value. The Company derives its income through dividends from subsidiaries and interest arising from loan notes.

In fulfilling their duties under Section 172(1), the directors have considered and balanced the following key factors during the year:

Long-term decision making

The directors focus on ensuring the long-term viability and value of the company’s investment portfolio. Strategic decisions are made with the intention of sustaining stable income streams and preserving capital value. Investment performance is monitored regularly, and valuations are reviewed in accordance with applicable accounting standards.The company's long-term strategy - is set by the group directors of BioticNRG Limited. The directors of the company are mandated to follow the overall strategy and mission of the group.

Employee interests

The company has no employees. Management and operational services are provided by related entities within the group or external service providers. Nonetheless, the directors remain cognisant of the importance of maintaining good working relationships with these parties.

Fostering business relationships

The company maintains relationships with its investee companies and external stakeholders, including lenders, advisors, and auditors. The directors engage with these parties as needed to ensure the efficient management and governance of the investment portfolio.

Impact on the community and environment

While the company itself is a passive investor, the underlying investments in AD plants contribute to environmental sustainability through the production of renewable energy and the reduction of waste. The directors take this into account when assessing the overall impact of the company’s investment strategy.

High standards of conduct

The directors are committed to maintaining high standards of business conduct. Governance processes and financial controls are reviewed periodically to ensure compliance with relevant laws, regulations, and ethical standards.

Shareholder interests

The directors engage with the company’s shareholders as appropriate and ensure that their interests are central to all decision-making. Regular reporting through the annual financial statements ensures transparency regarding the performance and position of the company.

The directors consider that they have acted in a manner consistent with their duties under Section 172 during the financial year.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Strategic Report

for the Year Ended 31 December 2024

OUTLOOK AHEAD

In general the outlook for the company is positive, with proven operational and financial performance from the investments held.

ON BEHALF OF THE BOARD:

E W Bastow - Director

30 March 2026

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Report of the Directors

for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an investment entity. The company invests in Special Purpose Vehicles ("SPVs") which hold underlying assets.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

E W Bastow - appointed 25 July 2024

N Clements - appointed 25 July 2024

H Miles - appointed 25 July 2024

J P Samworth - resigned 25 July 2024

H Unwin - resigned 25 July 2024

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the director's report. It has done so in respect of principal risks and uncertainties.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the 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;

- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- | 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Report of the Directors

for the Year Ended 31 December 2024

AUDITORS

Pursuant to Section 487 of the Companies Act 2006, Hardcastle Burton LLP will be deemed reappointed as auditor until the conclusion of the next Annual General Meeting.

ON BEHALF OF THE BOARD:

E W Bastow - Director

30 March 2026

Report of the Independent Auditors to the Members of

AD Aggregator Platform Ltd

Opinion

We have audited the financial statements of AD Aggregator Platform Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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.

Conclusions relating to going concern

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.

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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

AD Aggregator Platform Ltd

Matters on which we are required to report by exception

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 Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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.

Report of the Independent Auditors to the Members of

AD Aggregator Platform Ltd

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect of fraud are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identification during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

In identifying and assessing risks of material misstatement arising from such irregularities, we obtained an understanding of the legal and regulatory frameworks applicable to the company. We considered those directly relevant to the preparation of the financial statements to be FRS 102, the Companies Act 2006, and applicable tax compliance regulations in the jurisdictions in which the company operates.

We assessed how these frameworks affect the entity and designed audit procedures to evaluate whether any non compliance occurred during the year. These procedures included inquiry of management and those charged with governance, review of correspondence with regulatory authorities, and review of internal policies relevant to compliance.

In assessing the risks of irregularities due to fraud, we considered the areas in which such risks were most likely to arise. We identified management override of controls as a presumed fraud risk and the valuation of the unlisted investment as the area most susceptible to material misstatement due to its inherent estimation uncertainty and the level of judgement involved.

Our audit procedures in response included:

- evaluating the methodologies, key assumptions and inputs used by management in the valuation of the unlisted investment;

- assessing the reasonableness of significant estimates;

- considering indicators of management bias in the formulation of these estimates; and

- performing targeted journal entry testing and review of accounting entries relating to the investment.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of

AD Aggregator Platform Ltd

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 a Report of the Auditors 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.

Denise Lindsell FCA (Senior Statutory Auditor)

for and on behalf of Hardcastle Burton LLP

Lake House

Market Hill

Royston

Hertfordshire

SG8 9JN

31 March 2026

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Income Statement

for the Year Ended 31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

TURNOVER | - |  | - |  |

Administrative expenses | 75,550 |  | 158,741 |  |

OPERATING LOSS | 4 | (75,550 | ) | (158,741 | ) |

Income from shares in group undertakings | 3,952,104 |  | - |  |

Interest receivable and similar income | 5 | 3,901,686 |  | 3,937,452 |  |

|  |  | 7,853,790 |  |  |  |  | 3,937,452 |  |

7,778,240 |  | 3,778,711 |  |

Gain/loss on revaluation of investments | - |  | (12,664,436 | ) |

7,778,240 |  | (8,885,725 | ) |

Interest payable and similar expenses | 6 | 4,318,589 |  | 4,296,873 |  |

PROFIT/(LOSS) BEFORE TAXATION | 3,459,651 |  | (13,182,598 | ) |

Tax on profit/(loss) | 7 | - |  | - |  |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 3,459,651 |  | (13,182,598 | ) |

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Other Comprehensive Income

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

PROFIT/(LOSS) FOR THE YEAR | 3,459,651 |  | (13,182,598 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR | 3,459,651 |  | (13,182,598 | ) |

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Statement of Financial Position

31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 8 | 99,721,863 |  | 94,067,647 |  |

CURRENT ASSETS

Debtors | 9 | 353,423 |  | 194,398 |  |

Cash at bank | 2,002,413 |  | 160,889 |  |

2,355,836 |  | 355,287 |  |

CREDITORS

Amounts falling due within one year | 10 | 1,238,402 |  | 17,821,166 |  |

NET CURRENT ASSETS/(LIABILITIES) | 1,117,434 |  | (17,465,879 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 100,839,297 |  | 76,601,768 |  |

CREDITORS

Amounts falling due after more than one year | 11 | 56,034,122 |  | 35,256,244 |  |

NET ASSETS | 44,805,175 |  | 41,345,524 |  |

CAPITAL AND RESERVES

Called up share capital | 14 | 2,490,750 |  | 2,490,750 |  |

Other reserves | 15 | 2,767,500 |  | 2,767,500 |  |

Fair value reserve | 15 | 39,147,823 |  | 39,147,823 |  |

Retained earnings | 15 | 399,102 |  | (3,060,549 | ) |

SHAREHOLDERS' FUNDS | 44,805,175 |  | 41,345,524 |  |

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:

E W Bastow - Director

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |  | Fair |

| share |  | Retained |  | Other |  | value |  | Total

| capital |  | earnings |  | reserves |  | reserve |  | equity

£ | £ | £ | £ | £ |

Balance at 1 January 2023 | 2,490,750 |  | 10,122,049 |  | 2,767,500 |  | 39,147,823 |  | 54,528,122 |  |

Changes in equity

Total comprehensive loss | - |  | (13,182,598 | ) | - |  | - |  | (13,182,598 | ) |

Balance at 31 December 2023 | 2,490,750 |  | (3,060,549 | ) | 2,767,500 |  | 39,147,823 |  | 41,345,524 |  |

Changes in equity

Total comprehensive income | - |  | 3,459,651 |  | - |  | - |  | 3,459,651 |  |

Balance at 31 December 2024 | 2,490,750 |  | 399,102 |  | 2,767,500 |  | 39,147,823 |  | 44,805,175 |  |

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| AD Aggregator Platform 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 presentation currency of the financial statements is the Pound Sterling (£).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of financial instruments at fair value.

| Following a change in ownership, amounts due to the parent company have been reallocated to creditors due after more than one year. Subsequently, the accounts show net current assets of £1,117,434 (2023: £17,465,879 of net current liabilities) and net assets in the year of £44,805,175 (2023: £41,345,524). In assessing the appropriateness of this basis, the directors have reviewed the cash flow forecasts of the company and the group headed by Biotic NRG Limited. These forecasts indicate that the company will have sufficient working capital to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

| The directors have also taken into account a letter of support provided by the parent company, Biotic NRG Limited, which confirms that it will provide additional financial support to the Group, if necessary, to enable it to settle its liabilities as they fall due for the period up to at least 30 April 2027.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows;

| • | the requirements of paragraphs 33.7 Key management personnel compensation.

| Preparation of consolidated financial statements

| The directors have concluded that the company's subsidiaries should be excluded from consolidation as the interests in subsidiaries are held as part of an investment portfolio as defined in paragraph 9.9 (b) of FRS 102 and are measured at fair value with movements being recognised through the profit or loss in the year in which they arise.

| The financial statements therefore contain information about AD Aggregator Platform Ltd as an individual company and do not contain consolidated financial information as the parent of a group.

| 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.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions which impact on the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

| Accounting for subsidiaries (judgement)

| The directors determined based on the criteria in FRS 102 para. 9.9 (b), that the investee companies outlined in note 9 shall be excluded from consolidation and recognised at fair value. The classification of investee companies as being held exclusively with a view to subsequent resale is a key judgement.

| Fair value of investments (estimate)

| The fair value of the company's investments which are not traded in an active market, have been determined by reference to a recent transaction price, where such transaction represent an orderly, arm's length exchange between knowledgeable, willing parties. The recent transaction price is considered to provide the most reliable evidence of fair value at the reporting date. Management confirmed that there is no evidence of significant changes in circumstances or market conditions since the transaction occurred. The reliance on the recent transaction price is a key judgement.

| Gains and losses arising from changes in fair value are recognised in profit or loss in the period in which they arise.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| Financial assets and financial liabilities are recognised in the company's Statement of Financial Position when the company becomes a party to the contractual provisions of the instrument.

| At 31 December 2024 and 31 December 2023, the carrying amounts of cash at bank, receivables, payables, accrued expenses and short term borrowings reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the original instruments and their expected realisation. The fair value of advances and other balances with related parties which are short term or repayable on demand is equivalent to their carrying amount.

| Financial assets

| Financial assets are recognised in the company's Statement of Financial Position when the company becomes a party to the contractual provisions of the instrument. Financial assets are held at amortised cost or, in the case of investments in subsidiaries, at fair value through profit or loss.

| Amortised cost

| Non-derivative financial assets with fixed or determinable repayments that are not quoted in an active market are classified as financial assets held at amortised cost. Debtors that are due within one year of the year end are recognised at the undiscounted amount receivable. All debtor balances are held at the undiscounted amount at 31 December 2024 and 31 December 2023.

| Fair value through profit or loss

| At initial recognition, the company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

| De-recognition of financial assets

| A financial asset (in whole or in part) is derecognised either:

| - |  | when the company has transferred substantially all the risks and rewards of ownership; or |  |

| - |  | when it has neither transferred nor retained substantially all the risks and rewards and when it no longer has control over the assets or a portion of the asset; or |  |

| - |  | when the contractual right to receive cashflows has expired. |  |

| Other financial assets

| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments cont.

| Impairment of financial assets

| Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

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

| Derecognition of financial assets

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

| Classification of financial liabilities

| Financial liabilities are classified according to the substance of contractual agreements entered into and are recorded on the date on which the company becomes party to such contractual requirements of the financial liability.

| All loans and borrowings are initially recognised at cost, being fair value of consideration received, net of any incurred transaction costs where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. The company's other financial liabilities measured at amortised cost include trade and other payables and other short-term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

| Other financial liabilities

| Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

| Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

| Derecognition of financial liabilities

| A financial liability (in whole or in part) is derecognised when the company has extinguished its contractual obligations, it expires, or it is cancelled. Any gain or loss on derecognition is taken to the Statement of Comprehensive Income.

| Equity instruments

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

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Interest income

| Interest income on shareholder loan investments are accounted for on an accruals basis using the effective interest rate method. Income in respect of the provision of management services to the SPVs is recognised on an accruals basis. Provisions are made against income where recovery is considered doubtful.

| Interest payable and expenses

| Interest payable and expenses are accounted for on an accruals basis.

| 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 statement of financial position date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

3. | EMPLOYEES AND DIRECTORS

| There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

| The average number of employees during the year was NIL (2023 - NIL).

| 31.12.24 |  | 31.12.23

£ | £ |

| Directors' remuneration | - |  | - |  |

4. | OPERATING LOSS

| The operating loss is stated after charging:

| 31.12.24 |  | 31.12.23

£ | £ |

| Auditors' remuneration | 51,674 |  | 44,220 |  |

5. | INTEREST RECEIVABLE AND SIMILAR INCOME |

| 31.12.24 |  | 31.12.23

£ | £ |

| Interest receivable from

| group companies | 3,901,686 |  | 3,937,452 |  |

| Interest receivable from group companies all arise in the United Kingdom.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.24 |  | 31.12.23

£ | £ |

| Interest payable | 4,318,589 |  | 4,296,873 |  |

7. | TAXATION

| Analysis of the tax charge

| No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 31.12.24 |  | 31.12.23

£ | £ |

| Profit/(loss) before tax | 3,459,651 |  | (13,182,598 | ) |

| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%) | 864,913 |  | (3,097,911 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 14,632 |  | 2,976,143 |  |

| Income not taxable for tax purposes | (988,026 | ) | - |  |

| Movement in deferred tax not recognised | - |  | 129,418 |  |

| Group relief | 108,481 |  | 115 |  |

| Effect of change in future tax rates applied for deferred tax | - |  | (7,765 | ) |

| Total tax charge | - |  | - |  |

| The company has total non-trading losses and management expenses carried forward of £4,454,249 (2023: £4,454,249) for which a deferred tax asset of £1,113,562 (2023: £1,113,562) has not been recognised, as the timing of future taxable profits arising within the company against which to utilise these losses, is uncertain. The unrecognised deferred tax asset stated is calculated at 25% being the rate of tax at the reporting date.

8. | FIXED ASSET INVESTMENTS

| 31.12.24 |  | 31.12.23

£ | £ |

| Shares in group undertakings | 50,486,987 |  | 45,938,311 |  |

| Loans to group undertakings | 49,234,876 |  | 48,129,336 |  |

99,721,863 |  | 94,067,647 |  |

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

8. | FIXED ASSET INVESTMENTS - continued

| Additional information is as follows:

| Shares in

| group

| undertakings

£ |

| COST OR VALUATION

| At 1 January 2024 | 45,938,311 |  |

| Additions | 4,548,676 |  |

| At 31 December 2024 | 50,486,987 |  |

| NET BOOK VALUE

| At 31 December 2024 | 50,486,987 |  |

| At 31 December 2023 | 45,938,311 |  |

| Cost or valuation at 31 December 2024 is represented by:

| Shares in

| group

| undertakings

£ |

| Valuation in 2024 | 39,147,822 |  |

| Cost | 11,339,165 |  |

50,486,987 |  |

| The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

| Details of the company's subsidiaries at 31 December 2024 and 31 December 2023 are as follows:

| Name of undertaking |  | Address |  | 2024 % Held |  | 2023 % Held |  |

|  | Direct |  | Indirect |  | Direct |  | Indirect |  |

| Wight Farm Energy 1 Limited |  | 1 |  | 100.00 |  | - |  | 100.00 |  | - |  |

| Wight Farm Energy 2 Limited |  | 1 |  | 100.00 |  | - |  | 100.00 |  | - |  |

| MC Asset Co Limited |  | 1 |  | 100.00 |  | - |  | 90.00 |  | - |  |

| Decoy Farm Power Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| Helmdon Blackpits Power Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| Camel Power Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| Oak Grove Renewable Energy Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| Bay Farm Power Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| Material Change Composting Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| Euston Biogas Limited |  | 1 |  | - |  | 100.00 |  | - |  | 90.00 |  |

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

8. | FIXED ASSET INVESTMENTS - continued

| An indirect investment in Wight Farm LLP is held at 100% (2023: 100%) being wholly owned by Wight Farm Energy 1 Limited and Wight Farm Energy 2 Limited, registered office address (1).

| Registered office addresses (all UK unless otherwise indicated):

| 1 |  | Amphenol Building, 48-50 Rutherford Drive, Park Farm Industrial Estate. Wellingborough, England, NN5 6AX |  |

| All subsidiaries are incorporated in the United Kingdom.

| At 25 July 2024 the company held a 90% legal interest in MC Asset Co Limited and its subsidiaries. At this date a further 10% beneficial interest in MC Asset Co Limited was loaned from BioticNRG Ltd, giving it 100% exposure to the economic risks and rewards of ownership. Accordingly, the investment is measured at fair value based on 100% of the entity’s equity value.

| Loans to

| group

| undertakings

£ |

| At 1 January 2024 | 48,129,336 |  |

| Repayment in year | (1,329,473 | ) |

| Capitalised interest | 2,435,013 |  |

| At 31 December 2024 | 49,234,876 |  |

| Shareholder loans are held at cost plus accrued interest.

| The equity investments made in underlying assets are carried at fair value. The investments are typically made through a combination of loans and equity into the investment vehicles which own the underlying assets, and the fair value movements above have been allocated to equity. Under FRS 102 section 11.9, the loan has been treated as part of the underlying investment in the SPV. At the point that the equity carrying value is reduced to nil, further reductions will be allocated against loan investments.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

8. | FIXED ASSET INVESTMENTS - continued

| Fair value measurements

| FRS 102 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following three levels:

| Level 1 - |  | Quoted prices (unadjusted) in active markets for identical assets or liabilities |  |

| Level 2 - |  | Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |  |

| Level 3 - |  | Inputs for assets or liabilities that are not based on observable market data (unobservable inputs) |  |

| The determination of what constitutes 'observable' requires judgement by the company. The company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

| The only financial instruments held at fair value are the instruments held by the company in the SPVs, which are fair valued at each reporting date. The company's investments have been classified within level 3 as the investments are not traded and contain unobservable inputs. Due to the nature of the investments, they are always expected to be classified as level 3. There have been no transfers between levels during the years ended 31 December 2024 and 31 December 2023.

| In the prior year, the valuation of the unlisted investment is based on the net present value (NPV) of forecasted future equity cash flows, applying a discounted cash flow methodology. This approach reflected management’s best estimate of fair value at the time, given the availability of financial projections and other relevant data.

| In the current year, the valuation has been based on recent market data, being the transaction price of which this company was party to which took place on 25 July 2024.

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

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts owed by group undertakings | 353,423 |  | - |  |

| Other debtors | - |  | 194,398 |  |

353,423 |  | 194,398 |  |

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

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts owed to group undertakings | 75,000 |  | 17,764,034 |  |

| Other creditors | - |  | 1,762 |  |

| Accruals and deferred income | 1,163,402 |  | 55,370 |  |

1,238,402 |  | 17,821,166 |  |

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

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts owed to group undertakings | 56,034,122 |  | 35,256,244 |  |

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

11. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued

| In the prior year, amounts owed to group undertakings within and after one year related to several Shareholder Loans owed to the parent company, the NatWest Group Pension Fund. These loans were settled when AD Aggregator Platform Ltd was acquired by BioticNRG Ltd in July 2024. See note 17 for further details.

| The balance in amounts owed to group undertakings relates to the Shareholder Loan issued by the parent company, BioticNRG Ltd. Interest on this loan accrues on a daily basis and is payable quaterly between the lender and borrower. The loan and any interest accrued falls repayable on the 20th anniversary date of the loan agreement, being the 14 October 2044.

| Interest payable is charged at 7.3% per annum and is payable quaterly in arrears.

12. | SECURED DEBTS

| An unlimited guarantee has been given to Barclays Bank Plc by AD Aggregator Platform Ltd, MC Asset Co Limited, Bay Farm Power Limited, Decoy Farm Power Limited, Euston Biogas Limited, Helmdon Blackpits Power Limited, Material Change Composting Limited, Material Change Limited, Oak Grove Renewable Energy Limited and Pedersen Contracting Services Ltd dated 21 November 2024.

13. | FINANCIAL INSTRUMENTS

|  | 31.12.24 |  | 31.12.23 |

|  | £ |  | £ |

| Carrying amount of financial assets |  |

| Debt instruments measured at amortised cost |  | 31,763,204 |  | 48,129,336 |

| Equity instruments measured at fair value through profit or loss |  | 26,409,710 |  | 45,938,311 |

| Carrying amount of financial liabilities |  |

| Measured at amortised cost |  | 57,272,524 |  | 53,077,410 |

| Equity instruments measured at fair value through profit or loss are comprised of investments in subsidiaries.

| Financial liabilities measured at amortised cost are comprised of accruals, other creditors and borrowings.

14. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 2,490,750 | Ordinary | £1 | 2,490,750 |  | 2,490,750 |  |

15. | RESERVES

| Fair |

| Retained |  | Other |  | value |

| earnings |  | reserves |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 January 2024 | (3,060,549 | ) | 2,767,500 |  | 39,147,823 |  | 38,854,774 |  |

| Profit for the year | 3,459,651 |  | 3,459,651 |  |

| At 31 December 2024 | 399,102 |  | 2,767,500 |  | 39,147,823 |  | 42,314,425 |  |

| Other reserves comprise a capital contribution made to the company by its former parent company. This represents a direct injection of capital without the issue of shares and is therefore recognised in equity. The balance is considered non-distributable.

| AD Aggregator Platform Ltd (Registered number: 09855903) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

16. | RELATED PARTY DISCLOSURES

| At 25 July 2024 the company held a 90% legal interest in MC Asset Co Limited and its subsidiaries. At this date a further 10% beneficial interest in MC Asset Co Limited was loaned from BioticNRG Limited, giving it 100% exposure to the economic risks and rewards of ownership. Accordingly, the investment is measured at fair value based on 100% of the entity’s equity value.

| The company has loans owing from its subsidiaries, MC Asset Co Limited and Wight Farm Energy 2 Limited, totalling £49,234,876 (2023: £49,129,336). Interest totalling £3,901,686 (2023: £3,937,452) was charged in the year between 4% and 10% per annum. Repayments were made of £1,329,473 (2023: £8,272,032). This is considered an arm’s length transaction.

| During the year the loan previously held with NatWest Group Pension Fund was refinanced and transferred to the new parent company, BioticNRG Ltd. At the date of refinancing, the outstanding loan balance was £55,419,873. On 14 October 2024, the company received a further loan of £4,548,676 from BioticNRG Ltd under the same terms as the existing facility as detailed in Note 12. Further to this date the company incurred capitalised interest of £815,572 and made repayments totalling £4,750,000.

| At the balance sheet date, the company owed £56,034,122 in respect to this loan payable to BioticNRG Ltd, as shown in Note 12.

17. | ULTIMATE CONTROLLING PARTY

| The immediate parent company is BioticNRG Ltd.

| During the year ended 31 December 2023 the ultimate parent company was NatWest Pension Trustee Limited, a company incorporated in England and Wales. During this time, the ultimate controlling party was the NatWest Group Pension Fund.

| On 25 July 2024, the ultimate controlling parent company became BioticNRG 1 LP, based in Guernsey. BioticNRG 1 LP is also considered the ultimate controlling party.

| The smallest and largest group of undertakings for which group accounts have been drawn up is that headed by BioticNRG Ltd.