These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

MorGen Energy UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 14 St George Street, London, UK, W1S 1FE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the balance sheet date the company has net assets of £1,987,829 and net current assets of £7,509,219. The directors believe that the company is able to continue to meet all of its obligations since the directors of the company's ultimate parent company, Trafigura Holding Sarl, have confirmed that it is the intention to continue to provide financial support for a period of at least 12 months from the date of approval of the company's financial statements.true

The company has a loan agreement in place with MorGen Energy AG, which at the balance sheet date amounted to £9,358,766.

Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue represents amounts receivable in respect of services provided to group undertakings. Revenue is recognised as the services are performed and is measured at the fair value of the consideration receivable, in accordance with FRS 102 Section 23.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Assets under Construction:

During the development and construction phase, the costs associated with asset development and construction are capitalised and classified as "Assets under Construction" within the property, plant and equipment. These include costs of material, direct labour and an appropriate portion of production overheads as well as costs for contracted suppliers and services that occurred in the development and construction phase. Once the asset is completed and commissioned the "Assets under Construction" will be transferred to the appropriate asset category from which time the assets will commence being depreciated over the useful life using the depreciation rate applicable to the category concerned.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial instruments classified as receivable or payable within one year are not amortised.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Assets under construction

All costs associated with the development and construction of the hydrogen production facilities that are expected to be recovered in future periods through revenues are capitalised. The recoverability of theses assets is dependent upon the successful construction and operation of the facilities in accordance with the going concern assumptions. There is uncertainty, that the book value of the facilities under construction can differ from its net realisable value.

The average monthly number of persons (including directors) employed by the company during the year was:

Details of the company's subsidiaries at 31 December 2025 are as follows:

Included in amounts owed by group undertakings due within one year is £92,955 owed by subsidiary company MorGen WWH Limited.

The above balance falling due after more than one year relates to a Shareholder Loan note issued by MorGen Energy UK Ltd to MorGen WWH Ltd in November 2025, arising from the novation of the CHF-denominated loans originally provided by MorGen Energy AG to MorGen WWH Ltd. The CHF balance, including accrued interest of CHF 312,800, was converted into GBP at 1 GBP = CHF 1.0546, resulting in a consolidated opening principal of £8,948,038. The loan bears interest at SONIA + 3.25% and is not due for repayment until 2040. The balance of £9,056,800 as at 31 December 2025 represents the principal of £8,948,038 plus accrued SONIA interest of £108,762 for the period November to December 2025.

Included in amounts due to group undertakings is £312,807 trade related creditors owed to subsidiary company MorGen WWH Ltd.

The above balance relates to shareholder loan funding originally provided by MorGen Energy AG to MorGen WWH Ltd. During the year, the loan was restructured, with the borrower position transferred from MorGen WWH Ltd to MorGen Energy UK Ltd. The CHF-denominated balance, including accrued interest of CHF 312,800, was converted into GBP at a rate of 1 GBP = CHF 1.0546 and documented as a revised Shareholder Loan between MorGen Energy AG and MorGen Energy UK Ltd, with a consolidated opening principal of £8,948,038. The loan bears interest at SONIA + 3.25% and is not due for repayment until 2040.

Subsequently, a further three draw downs of £100,000 each were made across November and December 2025 under the same interest and repayment terms.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss 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.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

£839,050 in respect of asset under construction.

The company has taken advantage of the exemption not to disclose transactions with its immediate parent company, and fellow subsidiaries that are wholly owned within the group.