The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was to provide advisory services to its fellow subsidiaries.

The company has made a profit after taxation of $15,324 (2024: a loss after taxation of $1,115,339). No dividend was declared during the year.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks and the mitigation to those risks which the company was exposed to during the current year are listed below:

The liquidity risk of not having sufficient financial resourced available to meet obligations as they fall due or to secure such resources only at excessive cost is mitigated by the fact that group undertakings provide financial report as necessary.

The Company's functional currency is US dollars. Income and sales are expected to be in US dollars, some expenses are incurred in other currencies principally Pound Sterling. The net exposure of each currency is monitored and managed at a group level.

Credit risk is not material as the company is not exposed to any external borrowings.

FUTURE DEVELOPMENTS AND ECONOMIC RISKS

There have not been any significant changes in the Company's principal activity since the year end and the directors are not aware of any likely material changes in the next year.

At the date of signing these accounts the directors do not foresee any immediate risks crystallising.

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they have adopted the going concern basis in preparing these financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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. 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;

• 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company’s auditor is unaware and each director has taken all the necessary 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 auditor is aware of that information.

AUDITORS

The auditor, FKCA Limited, will be deemed to be reappointed in accordance with Section 487(2) of the Companies Act 2006.

The directors have taken advantage of the small companies exemption under section 414B of the Companies Act 2006 in relation to the preparation of a strategic report.

This report has been prepared in accordance with provisions of Part 15 of the Companies Act 2006 relating to small companies.

We have audited the financial statements of Kerogen Capital (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the 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 2025 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 Auditor's 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 included in 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 our audit:

• the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Report of the Directors has been prepared in accordance with applicable legal requirements.

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 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

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

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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We identified the laws and regulations applicable to the company through discussions with directors;

• We focused on specific laws and regulations which we considered may have a direct impact material effect on the financial statements, or the operations of the company which included the Companies Act 2006 and taxation legislation;

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, review of meeting minutes and inspecting legal correspondence; and

• Identified laws and regulations were communicated within the audit team and the team remained alert to instances on non-compliance throughout the audit.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management.

To address the risk of fraud in relation to revenue recognition, we:

• Performed detailed substantive testing to address completeness and accuracy of sales;

• Assessed the appropriateness and application of the accounting policy concerning income recognition; and

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical procedures to identify any unusual or unexpected relationships;

• Tested journal entries to identify unusual transactions;

• Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

• Investigated the rationale behind significant or unusual transactions.

To address the risk of fraud through related parties, we:

• Identified related parties through enquires with directors;

• Reviewed entries into the nominal ledger to identify related party transactions;

• Investigated the rationale behind significant or unusual transactions.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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.

Kerogen Capital (UK) Limited ("the company') (Company registration number 07629141 (England and Wales)) is a private company, limited by shares, incorporated and domiciled in England and Wales. The address of its registered office is 1st Floor 22a, St James's Square, London, England, SW1Y 4JH. The company's immediate and ultimate holding company is Kerogen Holding Limited. The registered office address is Luna Tower, Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands.

The principal accounting policies applied in the presentation of these financial statements are set out below.

The financial statements contain information about Kerogen Capital (UK) Limited as an individual company. 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, on the accrual basis of accounting.

The financial statements are prepared in USD. Monetary amounts in these financial statements are rounded to the nearest $.

The accounting policies set out below have been consistently applied to all the years presented unless otherwise stated.

The financial statements have been prepared under the historical cost convention.

No significant judgements or key assumptions have been made by management in preparing these financial statements.

Turnover

Turnover represents amounts receivable from advisory and professional services based on the cost-plus model exclusive of Value Added Tax. Service fee income is recognised on an accrual basis when the services have been rendered.

Other income

Other income represents recharge of expenses at cost exclusive of Value Added Tax. Other income is recognised on an accrual basis when the cost is rechargeable or billed.

Depreciation is provided at the following rates in order to write off each asset over its estimated useful life.

At each balance sheet date, an impairment test is undertaken in order to determine whether any impairment is required for the short leasehold improvement by comparing the Short leasehold improvement's carrying value to its estimated recoverable amount, the recoverable amount will be higher of value in use and fair value less costs to sell.

The impairment loss is included in administrative expenses in the statement of comprehensive income.

Cash and cash equivalents 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.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Current tax

Current tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted at the statement of financial position date.

Deferred tax

Provision is made in full for all taxation deferred in respect timing differences that have originated but not reversed by the statement of financial position date, except for gains on disposals of fixed assets which will be rolled over into replacement assets. No provision is made for taxation on permanent differences.

Deferred tax assets are recognised to the extent that it is more likely than not that they will be recovered.

Pensions

The company operated a defined contribution pension scheme. Contributions are charged in the statement of comprehensive income as they become payable in accordance with rules of scheme.

Operating lease agreement

Rentals paid under operating leases are charged to the statement of comprehensive income on a straight line basis over the period of the lease.

Foreign currencies

The functional and presentational currency of the company is USD.

Assets and liabilities in foreign currencies are translated into USD at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into USD at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operational result.

In the year to 31 December 2025, 100% (2024: 100%) of the company's turnover was to markets outside of the United Kingdom.

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

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

Amounts owed by parent undertaking and fellow group undertakings are non-interest bearing and repayable on demand.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The total costs charged to income in respect of defined contribution plans is $3,155 (2024: $3,069).

Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:

The company occupies office space under a lease agreement which is on a rolling monthly agreement. The lease is cancellable by either party with one month's notice.

Set out below are the future cash outflows to which the lessee is potentially exposed that are not reflected in the measurement of lease liabilities:

During the year income of $133,125 (2024: $400,335) was derived from services provided to Kerogen Capital II Limited, a group undertaking of the company. At 31 December 2025 Kerogen Capital (UK) Limited was owed $171,047 (2024: $586,104) by Kerogen Capital II Limited.

At 31 December 2025 Kerogen Capital (UK) Limited was owed $3 (2024: $3) by Kerogen Holdings Limited, its parent undertaking.

At 31 December 2025 Kerogen Capital (UK) Limited was owed $763,406 (2024: $425,784) by Kerogen General Partner II Limited, a group undertaking of the company. The balance included receivable balance from CX Geothermal Limited of $471,758 (2024: $134,136).

During the year:

a) Kerogen Capital (UK) Limited recharged costs of $405,835 (2024: $389,935) to CX Geothermal Limited following group restructuring, amounts included within other income.

b) Other expenses totaling $620 (2024: $20,574) were paid on behalf of CX Geothermal Limited within the year.

c) During the year Kerogen Capital (UK) Limited passed on cost to a Director $225,468 (2024: $Nil), amounts included within other income.