REGISTERED NUMBER: 11927250 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

RheEnergise Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

T G Bertenyi

J M Campion

G J Cook

S Crosher

Y Rannou

REGISTERED OFFICE:

Collective Auction Rooms

5-7 Buck Street

London

NW1 8NJ

REGISTERED NUMBER:

11927250 (England and Wales)

ACCOUNTANTS:

Atraxa Consulting Limited

Brooke's Mill

Armitage Bridge

Huddersfield

West Yorkshire

HD4 7NR

FIXED ASSETS

Intangible assets

4

13,856

17,208

Tangible assets

5

13,425

17,659

Investments

6

200

200

27,481

35,067

CURRENT ASSETS

Debtors

7

901,310

1,493,508

Cash at bank

854,381

1,326,843

1,755,691

2,820,351

CREDITORS

Amounts falling due within one year

8

531,500

1,089,716

NET CURRENT ASSETS

1,224,191

1,730,635

TOTAL ASSETS LESS CURRENT LIABILITIES

1,251,672

1,765,702

CREDITORS

Amounts falling due after more than one year

9

676,546

582,750

NET ASSETS

575,126

1,182,952

CAPITAL AND RESERVES

Called up share capital

153

147

Share premium

4,655,026

3,693,300

Retained earnings

(4,080,053

)

(2,510,495

)

575,126

1,182,952

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 1 May 2026 and were signed on its behalf by:

S Crosher - Director

1.	STATUTORY INFORMATION

RheEnergise Limited 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about RheEnergise Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

Significant judgements and estimates

There are no material judgements made by the directors, in the application of these accounting policies that are expected to have a significant effect on the financial statements or any estimates with a significant risk of material adjustment in the next year.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents net invoiced sales of goods and services, excluding value added tax. The company recognises income when the significant risks and rewards of ownership have been transferred to the buyer and the amount of revenue can be measured reliably.

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.

Intellectual property is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant & machinery - at varying rates on cost

Tangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period 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 tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences which are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements, except that unrelieved tax losses and other deferred tax assets are recognised only to the extent that the directors consider that it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. Development costs are only capitalised when the related products meet the recognition criteria of an internally generated intangible asset, the key criteria being as follows:

- it is probable that the future economic benefits that are attributable to the asset will flow to the Company;

- the project is technically and commercially feasible;

- the Company intends to and has sufficient resources to complete the project;

- the Company has the ability to use or sell the asset; and

- the cost of the asset can be measured reliably.

Such intangible assets are amortised on a straight-line basis from the point at which the assets are ready for use over the period of the expected benefit and are reviewed for an indication of impairment at each reporting date. Other development costs are charged against profit or loss as incurred since the criteria for their recognition as an asset are not met.

The costs of an internally generated intangible asset comprise all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include employee costs incurred on technical development, testing and certification, materials consumed and any relevant third-party cost. The costs of internally generated developments are recognised as intangible assets and are subsequently measured in the same way as externally acquired intangible assets. However, until completion of the development project, the assets are subject to impairment testing only.

The directors have reviewed the expenditure incurred during the year on research and development activities and have concluded that it is not appropriate to capitalise any of the development costs incurred to date as intangible assets as it is deemed that the probability of future economic benefit is currently uncertain.

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.

Share-based payments

Certain employees and consultants (including Directors and senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments of the Company ("equity-settled transactions").

The cost of equity-settled transactions with employees is measured by the Company, by reference to the fair value at the date on which they are granted. The fair value is determined by using an appropriate pricing model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period with a corresponding credit arising in the profit and loss reserve.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2024 - 12 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

and 31 December 2025

33,521

AMORTISATION

At 1 January 2025

16,313

Charge for year

3,352

At 31 December 2025

19,665

NET BOOK VALUE

At 31 December 2025

13,856

At 31 December 2024

17,208

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

36,800

Additions

3,807

At 31 December 2025

40,607

DEPRECIATION

At 1 January 2025

19,141

Charge for year

8,041

At 31 December 2025

27,182

NET BOOK VALUE

At 31 December 2025

13,425

At 31 December 2024

17,659

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

200

NET BOOK VALUE

At 31 December 2025

200

At 31 December 2024

200

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

-

588,107

Other debtors

901,310

905,401

901,310

1,493,508

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

228,452

498,984

Amounts owed to group undertakings

91,093

28,012

Taxation and social security

17,051

109,345

Other creditors

194,904

453,375

531,500

1,089,716

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

676,546

582,750

Other creditors comprises a convertible loan of £676,546 including accrued interest (31 December 2024: £582,750 and accrued interest of £47,299).

This loan bears interest at the rate of 8% per annum. Accrued interest of £47,299 in the prior year was included within the accruals figure within Creditors: due within one year.

The loan is secured by a debenture with one of the lenders which is secured on the fixed and floating assets of the company.

The loan is repayable on 20 June 2026 unless it has been converted into equity prior to that date. There are a number of events that could trigger conversion, including future funding rounds, exit events or the liquidity of the company. Subsequent to the balance sheet date, the directors have commenced negotiations to agree an extension to the loan facility repayment date by an additional six months.

10.	CAPITAL COMMITMENTS

2025

2024

£

£

Contracted but not provided for in the

financial statements

-

-

11.	ULTIMATE CONTROLLING PARTY

The company has no ultimate controlling party.

12.	SHARE-BASED PAYMENT TRANSACTIONS

Share options

The company operates an EMI and an unapproved share option plan under which it grants options over ordinary shares to certain directors and employees of the company. Options under these plans are exercisable at the market price of the company's shares on the date of the grant. The options are settled in equity once exercised. If the options remain unexercised for a period after 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before the options vest and the employee (or non-employee in the case of participation in the unapproved option plan) is not deemed to be a good leaver.

The number and weighted average exercise prices of share options are as follows:

Weighted

average

exercise

EMI

Unapproved

Total

price per

options

options

options

share (p

)

At 1 January 2024

7,637

15,731

23,368

400

Granted during the year

14,452

21,203

35,655

630

Cancelled/forfeited during the year

(7,275

)

-

(7,275

)

(561

)

At 31 December 2024

14,814

36,934

51,748

537

Granted during the period

52,712

76,825

129,537

630

Cancelled/forfeited during the period

(694

)

(7,305

)

(7,999

)

(630

)

At 31 December 2025

66,832

106,454

173,286

601

Options have a range of exercise prices from 400p per share to 630p per share.

Options granted during the year were valued using a Black-Scholes pricing model with the following assumptions:

Options

granted

Dividend yield

0%

Expected volatility

40%

Option maturity period

10 years

Risk free interest rate

4.57% - 4.72%

Weighted average exercise price of a share

630p

A share-based payment charge of £210,061 (2024: £62,541) has been recognised in these financial statements in respect of these options.

Warrants

On 5 November 2025, the company issued warrants over 72 Ordinary Shares with a 5-year term and an exercise price of CAD $29 which equates to approximately £16 per share. No share-based payment charge has been made in these financial statements as the amounts are not material.