Company No: 15804195 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	31.12.2025		31.12.2024
		€		€
Fixed assets
Investments	3	11,058,372		3,616,048
		11,058,372		3,616,048
Current assets
Debtors	4	9,765,678		10,070,269
Cash at bank and in hand		1,254,800		1,141,103
		11,020,478		11,211,372
Creditors: amounts falling due within one year	5	( 19,244)		( 141,728)
Net current assets		11,001,234		11,069,644
Total assets less current liabilities		22,059,606		14,685,692
Net assets		22,059,606		14,685,692
Capital and reserves
Called-up share capital	6	15,001,248		4,781,034
Share premium account		0		7,631
Other reserves		0		10,212,589
Profit and loss account		7,058,358		( 315,562 )
Total shareholders' funds		22,059,606		14,685,692

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of TDI Renewables Ltd (registered number: 15804195) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

A Vardimon Director

I Isman Director

09 July 2026

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

TDI Renewables Limited (the Company) is a private company, limited by shares, incorporated on 26 June 2024 in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 1 Fore Street Avenue, London, EC2Y 9DT.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in EUR which is the functional currency of the Company and rounded to the nearest €.

Reporting period length

The current year figures are presented for the period from 1 January 2025 until 31 December 2025, and are therefore not entirely comparable with the prior six month period.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover arises from cost plus recharges made to the subsidiaries. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

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 creditors: amounts falling due within one year.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	Year ended 31.12.2025		Period from 26.06.2024 to 31.12.2024
	Number		Number
Number of persons employed by the company during the period, including directors	5		5

3. Fixed asset investments

	31.12.2025		31.12.2024
	€		€
Subsidiary undertakings	8,943,541		1,501,217
Participating interests	2,114,831		2,114,831
	11,058,372		3,616,048

Investments in subsidiaries

	31.12.2025
	€
Cost
At 01 January 2025	1,501,217
Additions	786,938
Disposals	( 836,170)
Movement in fair value	7,491,556
At 31 December 2025	8,943,541
Carrying value at 31 December 2025	8,943,541
Carrying value at 31 December 2024	1,501,217

	Investments in associates		Total
	€		€
Cost or valuation before impairment
At 01 January 2025	2,114,831		2,114,831
At 31 December 2025	2,114,831		2,114,831
Carrying value at 31 December 2025	2,114,831		2,114,831
Carrying value at 31 December 2024	2,114,831		2,114,831

The fair value of investments has been determined with reference to a valuation provided by the management.

4. Debtors

	31.12.2025		31.12.2024
	€		€
Amounts owed by group undertakings	9,761,210		1,638,900
Other debtors	4,468		8,431,369
	9,765,678		10,070,269

Amounts owed by group undertakings are unsecured, interest-free, have no fixed date of repayment and are repayable on demand.

5. Creditors: amounts falling due within one year

	31.12.2025		31.12.2024
	€		€
Trade creditors	7,071		17,854
Amounts owed to group undertakings	0		85,017
Other taxation and social security	0		12,710
Other creditors	12,173		26,147
	19,244		141,728

6. Called-up share capital

	31.12.2025		31.12.2024
	€		€
Allotted, called-up and fully-paid
1,247,676 Ordinary shares of € 0.001 each (31.12.2024: 1,034,146 shares of € 0.001 each)	1,248		1,034
500 Preferred A non-redeemable preference shares of € 10,000.00 each (31.12.2024: 353 shares of € 10.00 each)	5,000,000		3,530,000
1,000 Preferred B non-redeemable preference shares of € 10,000.00 each (31.12.2024: 125 shares of € 10.00 each)	10,000,000		1,250,000
	15,000,000		4,780,000
	15,001,248		4,781,034

On 5 February 2025, 213,530 ordinary shares were issued at a nominal value of €0.001.

On 1 August 2025, 65 preferred A shares were issued at a nominal value of €10,000 for a cash consideration of €650,000.

On 30 October 2025, 82 preferred A shares were issued at a nominal value of €10,000 for a cash consideration of €820,000.

On 3 February 2025, 578 preferred B shares were issued at a nominal value of €10,000 for a cash consideration of €5,780,000.

On 1 August 2025, 134 preferred B shares were issued at a nominal value of €10,000 for a cash consideration of €1,340,000.

On 30 October 2025, 163 preferred B shares were issued at a nominal value of €10,000 for a cash consideration of €1,630,000.

7. Related party transactions

Where possible, the company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.

8. Events after the Balance Sheet date

On 29 March 2026, the company issued 150 preferred A shares of €10,000 each for a total cash consideration of €1,500,000.

On 29 March 2026, the company issued 300 preferred B shares of €10,000 each for a total cash consideration of €3,000,000.

On 29 March 2026, 54,892 ordinary shares were issued at a nominal value of €0.001.

9. Significant agreement with shareholders

On 29 March 2026, the Company entered into an Amended and Restated Shareholders’ Agreement between the Company, TDI Wind and Solar Energy Ltd.(“TDI”), Helios 5 RE Development, Limited Partnership (the “Investor”), and certain other shareholders, amending the original agreement dated 25 November 2024.

Under the terms of the agreement, the shareholders have committed to provide additional funding to the Company in tranches up to 31 December 2026, including up to €3 million from the Investor and €1.5 million from TDI under the first tranche, up to €2.75 million from the Investor under the second tranche, and an optional additional €1 million investment subject to a qualified financing round. As of the date of approval of these financial statements, the shareholders have provided the Company with a total aggregate amount of €4.5 million out of the aforementioned funding.

The agreement also includes exit provisions under which the Investor holds contractual rights in relation to an exit event, including drag-along rights and protections designed to secure a minimum target return on its investment.