REGISTERED NUMBER: 11441367 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

FUEL50 UK LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

A Fulton

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

11441367 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

143

286

CURRENT ASSETS

Debtors

5

1,017,126

837,648

Cash at bank

333,495

328,708

1,350,621

1,166,356

CREDITORS

Amounts falling due within one year

6

1,044,943

933,897

NET CURRENT ASSETS

305,678

232,459

TOTAL ASSETS LESS CURRENT LIABILITIES

305,821

232,745

CAPITAL AND RESERVES

Called up share capital

8

100

100

Other reserves

9

16,172

13,476

Capital contribution

9

1,361,995

1,361,995

Retained earnings

9

(1,072,446

)

(1,142,826

)

SHAREHOLDERS' FUNDS

305,821

232,745

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 director and authorised for issue on 30 May 2026 and were signed by:

A Fulton - Director

1.	STATUTORY INFORMATION

Fuel50 UK 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.

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.

The accounts have been prepared on the going concern basis.

This is in light of the fact that the company has obtained a letter of support from the ultimate parent company, Fuel50 Inc., who have confirmed that they will continue to provide financial support to the company for a period of at least 12 months and 1 day from the date of the signing of the Fuel50 UK Ltd audit report.

Fuel50 Inc. has a loan facility due for repayment on 1 June 2027. Options for continued funding on this balance include renewal with the existing lender, alternative financing or shareholder support. However, given the time left to the repayment date, discussions have not yet been instigated.

However, given recent improved financial performance and expected cash flows the directors are confident that appropriate funding will be obtained.

As such the directors are satisfied that Fuel50 Inc. has sufficient funding to support Fuel50 UK Ltd to enable it to continue in its operations for a period of at least 12 months and 1 day from the date the audit report is signed.

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

Revenue represents implementation and subscription fees for services, excluding value added tax. Subscription fees are recognised over the contract term, beginning on the commencement date of each contract. Implementation fees are recognised based on the percentage of completion of the implementation.

Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue consists of billings made in advance of revenue recognition from the subscription service. Accrued income represents future billings under subscription agreements that have not yet been invoiced.

Tangible fixed assets

Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc - 50% on reducing balance

Financial instruments

Basic Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. The company does not have any other Financial Instruments as covered by Section 12 of FRS 102.

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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Equity-settled transactions

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the options, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The share based payment expense is recognised on a reasonable allocation of the group expense.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 7 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

and 31 December 2025

3,600

DEPRECIATION

At 1 January 2025

3,314

Charge for year

143

At 31 December 2025

3,457

NET BOOK VALUE

At 31 December 2025

143

At 31 December 2024

286

5.

DEBTORS

31.12.25

31.12.24

£

£

Amounts falling due within one year:

Trade debtors

278,340

252,772

Amounts owed by group undertakings

617,946

455,548

Other debtors

107,420

112,150

1,003,706

820,470

Amounts falling due after more than one year:

Other debtors & prepayments

13,420

17,178

Aggregate amounts

1,017,126

837,648

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

-

39

Amounts owed to group undertakings

151,960

54,097

Taxation and social security

4,511

10,290

Other creditors & accruals

888,472

869,471

1,044,943

933,897

7.	SECURED DEBTS

The company secured its obligations on 17 June 2022 to Webster Bank, National Association through a fixed charge, floating charge and negative pledge over its assets in favour of Webster Bank, National Association.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

100

Ordinary

£1

100

100

9.

RESERVES

Retained

Other

Capital

earnings

reserves

contribution

Totals

£

£

£

£

At 1 January 2025

(1,142,826

)

13,476

1,361,995

232,645

Profit for the year

70,380

70,380

Share option reserve

-

2,696

-

2,696

At 31 December 2025

(1,072,446

)

16,172

1,361,995

305,721

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Emma Crowley (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statements contained within our audit report as included within the full financial statements:-

"Emphasis of matter - 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.

We draw attention to Note 2 in the financial statements, which indicates that the ultimate parent company, Fuel50 Inc., has an outstanding loan facility due for repayment on 1 June 2027. Due to the time left to the repayment date, discussions around continued funding have not been instigated. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report."

"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."

11.	ULTIMATE PARENT COMPANY

The ultimate parent company is Fuel50 Inc., a company incorporated in the United States of America. Fuel50 Inc's registered office is 30025 Alicia Parkway #20-23, Laguna Niguel, California 92677, USA. Fuel50 Inc is the largest and only group company to prepare consolidated financial statements, but these are not publicly available.

12.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.