ACCOUNTS - Final Accounts preparation

Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Company Registration Number: 13949000

AEGIS ENERGY LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

AEGIS ENERGY LTD

REGISTERED NUMBER: 13949000

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	4		805,131		274,474
Investments	5		3		3
			805,134		274,477
Current assets
Debtors: amounts falling due within one year	6	659,405		335,673
Cash at bank and in hand	7	988,558		2,752,483
		1,647,963		3,088,156
Creditors: amounts falling due within one year	8	(1,490,123)		(1,503,066)
Net current assets			157,840		1,585,090
Total assets less current liabilities			962,974		1,859,567
Creditors: amounts falling due after more than one year	9		(8,080,763)		(2,769,900)
Provisions for liabilities
Other provisions		(150,000)		(150,000)
			(150,000)		(150,000)
Net liabilities			(7,267,789)		(1,060,333)

Capital and reserves
Called up share capital	1,478	1,478
Share premium account	2,698,680	2,698,680
Other reserves	588,150	284,741
Profit and loss account	(10,556,097)	(4,045,232)
	(7,267,789)	(1,060,333)

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AEGIS ENERGY LTD

REGISTERED NUMBER: 13949000

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M L Shaw

Director

Date: 16 July 2026

The notes on pages 3 to 13 form part of these financial statements.

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Aegis Energy Ltd (the Company) is a private company, limited by shares, incorporated 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 27-31 Clerkenwell Close, Unit Cs.G21 Clerkenwell Workshops, London, EC1 R 0AT, United Kingdom.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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.

2.2

Going concern

The financial statements have been prepared on a going concern basis.

The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

Financial support for the business is currently provided by Quinbrook Infrastructure Partners, who have provided a letter confirming their intention to offer continued support to the business for a minimum period of 12 months. As such, the directors are satisfied that this funding will continue for a period of not less than 12 months from the date of these financial statements.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Government grants

Grant income represents amounts receivable from government bodies and other grant-making organisations. Grant income is recognised in accordance with the accrual model as permitted by FRS 102 Section 24. Under this model, grants are recognised in profit or loss on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate.

Grants relating to specific expenses are recognised in the same period as the expenditure to which they relate. Grant income is measured at the fair value of the consideration receivable. Where grant income is received in advance of satisfying the related performance conditions, it is recognised as deferred income within creditors and released to profit or loss as the conditions are fulfilled.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	4 years straight line
Fixtures and fittings	-	2 years straight line
Computer equipment	-	2 years straight line
Assets under construction	-	not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

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

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Provisions for liabilities

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 Balance Sheet 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.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

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Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

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

Compound instruments

The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Employees

The average monthly number of employees, including directors, during the year was 31 (2024 - 13).

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Computer equipment	Assets under construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	241,188	-	29,444	59,577	330,209
Additions	-	16,413	84,165	667,007	767,585
Disposals	(241,188)	-	-	-	(241,188)
At 31 December 2025	-	16,413	113,609	726,584	856,606
Depreciation
At 1 January 2025	39,652	-	16,083	-	55,735
Charge for the year on owned assets	47,222	4,777	30,615	-	82,614
Disposals	(86,874)	-	-	-	(86,874)
At 31 December 2025	-	4,777	46,698	-	51,475
Net book value
At 31 December 2025	-	11,636	66,911	726,584	805,131
At 31 December 2024	201,536	-	13,361	59,577	274,474

5.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	3
	At 31 December 2025	3

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

					2025	2024
					£	£


Other debtors	7,920	-
Prepayments and accrued income	43,393	947
Deposits	316,681	200,000
VAT recoverable	137,628	118,322
Grants receivable	153,783	16,404
	659,405	335,673

7.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	988,558	2,752,483
	988,558	2,752,483

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	148,178	573,300
Other taxation and social security	126,862	205,683
Other creditors	475,234	623,552
Accruals and deferred income	739,849	100,531
	1,490,123	1,503,066

9.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Convertible loan notes (secured)	8,080,763	2,769,900
	8,080,763	2,769,900

As at 31 December 2025, the Company had convertible loan notes which were secured by a fixed charge given over all land or intellectual property rights from time to time owned by the Company, the security also contains a floating charge which covers all the property or undertaking of the Company.

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Convertible loans

The convertible loan notes are convertible into ordinary shares of the Company at any time between the date of issue of the notes and their settlement date. If the notes have not been converted, they will be redeemed on 20 December 2027 at par. Interest of 12 per cent will be paid annually up until that settlement date.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company, as follows:

	2025	2024
	£	£

Nominal value of convertible loan notes issued	8,051,352	3,042,150
Equity component	(588,150)	(284,741)
	7,463,202	2,757,409
Interest charged	617,561	12,491

Liability component	8,080,763	2,769,900

11.	Provisions

		Other provisions
		£

	At 1 January 2025	150,000
	At 31 December 2025	150,000

This is the provision for a contingent fee payable on the conversion of the Company's convertible loan notes.

12.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

147,778,141 (2024 - 147,778,141) Ordinary A shares of £0.000010 each	1,478	1,478

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AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	76,178	24,275
Later than 1 year and not later than 5 years	125,804	-
	201,982	24,275

14.Other financial commitments

At the year end, the Company had contracted for but not provided for tangible fixed assets of £4,710,468 (2024 - £1,160,285)

15.	Post balance sheet events

Following the year end, the Company issued a further £3,793,847 of convertible loan notes. The convertible loan notes were convertible into ordinary shares of the Company at any time between the date of issue of the notes and their settlement date. Interest of 12% was payable annually up until the settlement date.

The net proceeds received from the issue of the convertible loan notes were split between the liability and equity component, representing the fair value of the embedded option to convert the liability into equity of the Company. The transaction resulted in the recognition of a liability and corresponding increase in equity, recognised within other reserves.

In May 2026, the compound instrument was converted by the investor. All outstanding principle and interest balances were redeemed against B Class shares, which paid up £12,892,908 of previously uncalled share premium. Furthermore, outstanding secured loan notes held in Aegis Energy Properties Limited, a newly formed group entity, were settled to pay up the residual uncalled share premium balance in Aegis Energy Limited. In total, these transactions resulted in the recognition of £20,000,000 of share premium relating to B Class shares. Upon conversion, the debenture held against the initial debt issue was released. Furthermore, on conversion, the investor subscribed for 1 C Ordinary Preference Share, with a nominal value of £0.00001.

Following the aforementioned transactions, the Company issued to their primary investor, 12% fixed rate unsecured loan notes which authorised a principle amount of up to £80,000,000. Since the issue date, two drawdowns have been made totalling £14,385,290.

Following the year end, the Company implemented a Long Term Incentive Plan for its employees. This transaction resulted in the issuing of 26,373,604 Class D shares to Aegis Energy Nominees Limited, the entity housing the Incentive Scheme. The shares issued represent 9.02% of the total share capital of the Company and hold a nominal value of £0.00001 per share.

Page 12

AEGIS ENERGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.

The audit report was signed on 16 July 2026 by Huw Nicholls (Senior statutory auditor) on behalf of Armstrong Watson Audit Limited.

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