REGISTERED NUMBER: 11498774 (England and Wales)

Financial Statements for the Year Ended 31st December 2025

for

Pyroplast Energy Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

F Carfora

A Louertatani

K J Nicholson II

A O Odjo

G E Persky

B J Stephens

REGISTERED OFFICE:

124 City Road

London

EC1V 2NX

REGISTERED NUMBER:

11498774 (England and Wales)

SENIOR STATUTORY AUDITOR:

Matthew Dobbins FCA

AUDITORS:

Dunkley's,

Statutory Auditor

Chartered Certified Accountants

Woodlands Grange

Woodlands Lane

Bradley Stoke

Bristol

BS32 4JY

FIXED ASSETS

Tangible assets

4

6,618

9,311

CURRENT ASSETS

Debtors

5

1,885,109

753,113

Investments

6

19,320,266

5

Cash at bank

95,070

442,492

21,300,445

1,195,610

CREDITORS

Amounts falling due within one year

7

6,794,782

845,708

NET CURRENT ASSETS

14,505,663

349,902

TOTAL ASSETS LESS CURRENT LIABILITIES

14,512,281

359,213

CREDITORS

Amounts falling due after more than one year

8

471,742

476,612

NET ASSETS/(LIABILITIES)

14,040,539

(117,399

)

CAPITAL AND RESERVES

Called up share capital

10

2,885

1,446

Share premium

19,021,869

2,444,171

Other reserves

38,258

42,830

Share-based payment reserve

742,642

686,492

Retained earnings

(5,765,115

)

(3,292,338

)

SHAREHOLDERS' FUNDS

14,040,539

(117,399

)

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 Board of Directors and authorised for issue on 1st July 2026 and were signed on its behalf by:

B J Stephens - Director

1.	STATUTORY INFORMATION

Pyroplast Energy 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 financial statements are presented in sterling (£), which is the functional currency of the company.

Preparation of consolidated financial statements

The financial statements contain information about Pyroplast Energy Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Material uncertainty related to going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.

The Company is currently in a development phase and has not yet commenced its primary revenue-generating activities. For the year ended 31 December 2025, the Company incurred a loss of £2.3m and, as at the reporting date, had limited cash reserves.

The Company is therefore reliant on external funding to support its operations and to meet its obligations as they fall due. During the year, the Company, via its wholly owned subsidiary Clean Planet Energy USA LLC, entered into a secured credit agreement with CPE Investor LLC, under which significant funding is available to support the Group’s development activities.

Funding under this facility is not provided upfront but is drawn in tranches, subject to the submission of funding notices, satisfaction of conditions precedent and the achievement of agreed performance milestones.

Management has prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts indicate that, based on expected drawdowns under this facility and continued investor support, the Company will have sufficient funds to meet its obligations as they fall due.

The Company has secured access to committed funding which supports its near-term plans. Further funding may become available under the wider funding arrangements, subject to the Company meeting certain conditions and milestones. Accordingly, while elements of the broader funding package are not wholly within the Company's control, management considers that the funding presently available provides an appropriate basis for the Company's 12 month current forecasts.

These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. While the Company has secured funding sufficient to support its near-term operations, the achievement of its full business plan, including the development of multiple facilities, is subject to the satisfaction of certain milestones and conditions, and therefore remains uncertain.

Nevertheless, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

Critical accounting judgements and key sources of estimation uncertainty

The company holds investments in subsidiary undertakings with a carrying value of £19,320,266 at the reporting date. These investments relate to entities which are in the development phase and have not yet commenced significant revenue-generating activities.

In assessing whether there are indicators of impairment, the directors have considered the financial position and future prospects of the underlying subsidiaries, including their reliance on external funding, stage of project development and expected future cash flows. Although the subsidiaries are currently loss-making and dependent on the successful completion and operation of planned projects, the directors have concluded that the recoverable amount of the investments exceeds their carrying value. This assessment is based on:

- recent third-party investment supporting the valuation of the Group;

- availability of committed and potential funding arrangements; and

- progress made in developing key projects.

The recoverable amount is sensitive to the successful execution of the business plan and continued access to funding. Should these assumptions not be achieved, this could result in an impairment of the investment in future periods.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & machinery - straight line over 10 years

Computer equipment - straight line over 3 years

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

Trade debtors, other debtors, cash and bank balances are initially measured at transaction price. They are subsequently measured at amortised cost, using the effective interest method, except where amounts fall due within one year, in which case they remain at the transaction price as discounting is not required for short term balances

Where payment terms extend beyond normal business terms, or the arrangement includes a financing element, the financial asset is measured at the present value of future cash flows, discounted at a market rate of interest.

Trade creditors, loans and accruals are initially recognised at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction, in which case liabilities are measured at the present value of future payments discounted at a market rate of interest.

Financial assets measured at cost or amortised cost are assessed for impairment at the reporting date. Any impairment loss is recognised in the profit and loss account. Reversals of impairment are recognised immediately when the estimated recoverable amount increases, provided the revised carrying value does not exceed the original carrying amount had no impairment occurred.

Financial assets and financial liabilities are only offset when the company has a legally enforceable right to set off the recognised amounts and intends to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

Foreign currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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.

Cash and cash equivalents

Cash and cash equivalents consist solely of the balance held in the company's bank current account. Cash is defined as cash on hand and demand deposits, while cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Investment in subsidiaries

Investments in subsidiary undertakings are stated at cost less any provision for impairment.

Investments are reviewed for impairment at each reporting date. Where there is an indication that the recoverable amount is less than the carrying value, an impairment loss is recognised in profit or loss.

Exceptional items

Exceptional items are material items of income or expenditure which are disclosed separately in the Income Statement due to their size or nature in order to provide a better understanding of the Company’s financial performance.

Exceptional items are identified by management on a case-by-case basis and typically include items that are non-recurring or not reflective of the underlying trading performance of the Company.

Such items are included within the relevant Income Statement caption, with separate disclosure of the exceptional amount.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2024 - 11 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1st January 2025

and 31st December 2025

6,800

24,090

30,890

DEPRECIATION

At 1st January 2025

1,700

19,879

21,579

Charge for year

340

2,353

2,693

At 31st December 2025

2,040

22,232

24,272

NET BOOK VALUE

At 31st December 2025

4,760

1,858

6,618

At 31st December 2024

5,100

4,211

9,311

5.

DEBTORS

31.12.25

31.12.24

as restated

£

£

Amounts falling due within one year:

Prepayments and accrued income

39,900

-

31.12.25

31.12.24

as restated

£

£

Amounts falling due after more than one year:

Other debtors

1,845,209

753,113

Aggregate amounts

1,885,109

753,113

Other debtors include loans to connected companies, Clean Planet Regeneration Ltd - £nil (2024 - £22,999), Clean Planet Development Ltd - £1,155,038 (2024 - £240,069), Clean Planet Teesside Proco Ltd - £nil (2024 - £45), and Clean Planet Teesside Holdco Ltd - £nil (2024 - £490,000).

6.	CURRENT ASSET INVESTMENTS

31.12.25

31.12.24

as restated

£

£

Shares in group undertakings

19,320,266

5

The company's investment at the Statement of Financial Position date in the share capital of companies include the following:

Pyroplast Energy USA LLC

Registered office: 850 New Burton Road, Suite 201, Dover, DE 19904, USA

Nature of business: Other specialised scientific and technical activities

Percentage of ownership: 100%

Clean Planet Energy USA LLC

Registered office: 16945 Northchase Drive, Suite 1910, Houston, TX 77060, USA

Nature of business: Other specialised scientific and technical activities

Percentage of ownership: 100%

Clean Planet Alabama LLC / Repauno LLC

Registered office: 600 Boulevard South SW, Suite 104J, Huntsville, Alabama, 35802, USA

Nature of business:

Percentage of ownership: 100%

Clean Planet Development Ltd

Registered office: 128 City Road, London, United Kingdom, EC1V 2NX

Nature of business: Environmental consulting activities

Percentage of ownership: 100%

Clean Planet Technologies Ltd

Registered office: 128 City Road, London, United Kingdom, EC1V 2NX

Nature of business: Other research and experimental development on natural sciences and engineering

Percentage of ownership: 100%

Clean Planet Teesside Ltd

Registered office: First Floor, 5 Fleet Place, London, United Kingdom, EC4M 7RD

Nature of business: Remediation activities and other waste management services

Percentage of ownership: 50%

Pyroplast Energie France SAS

Registered office: 10 Rue de Penthièvre, 75008 Paris, France

Nature of business: Other specialised scientific and technical activities

Percentage of ownership: 96%

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

as restated

£

£

Trade creditors

16,620

28,345

Amounts owed to group undertakings

6,476,367

700,175

Social security and other taxes

46,947

31,503

VAT

82,153

68,628

Other creditors

3,940

2,924

Accruals and deferred income

168,755

14,133

6,794,782

845,708

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

as restated

£

£

Other loans - 1-2 years

471,742

457,170

Amounts owed by related parties

-

19,442

471,742

476,612

Amounts owed to related parties comprise of loans from connected companies, Pyroplast Energy USA LLC - £6,266,190 (2024 - £490,000), Pyroplast Energie France - £210,175 (2024 - £210,175) and Clean Planet Teesside Ltd - £nil (2024 - £19,440).

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

as restated

£

£

Within one year

12,800

-

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

as restated

£

£

288,546

Ordinary

£0.01

2,885

1,446

During the year, the company issued 143,973 Ordinary shares of £0.01 each.

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

The Report of the Auditors was unqualified.

Matthew Dobbins FCA (Senior Statutory Auditor)

for and on behalf of Dunkley's,

12.	RELATED PARTY DISCLOSURES

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.

During the year, the company incurred consultancy fees totalling £55,550 with a director in respect of services provided through a freelance arrangement. The transactions were conducted during the normal course of business.

Related party loan balances outstanding at the year end are disclosed within debtors and creditors in notes 8 and 11. These loan balances are unsecured, interest-free and legally repayable on demand. The directors do not expect these balances to be settled within 12 months and therefore have been classified as falling due more than one year.

No additional transactions requiring disclosure have been identified.

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is CPE Investor LLC.

14.	CONTINGENT LIABILITIES

The company had no contingent liabilities.

15.	POST BALANCE SHEET EVENTS

There were no post balance sheet events.

16.	SHARE-BASED PAYMENT ARRANGEMENTS

The company operates share option arrangements under:

- an Enterprise Management Incentive (“EMI”) scheme for employees; and

- an unapproved share option scheme for consultants and advisers.

Both schemes grant options over B Ordinary (non-voting) shares of the company.

Options:

- vest over a period of 3 to 5 years based on service conditions only;

- are subject to standard good leaver and bad leaver provisions;

- have a contractual life of up to 10 years from the date of grant; and

- contain no market or performance conditions.

No options were exercised during the year.

Number of options

Number

Options granted (lifetime total)

3,925

Options lapsed or cancelled

(700

)

Options outstanding at 31 December 2025

3,225

The options outstanding at the year end represent options expected to vest, based on actual employee outcomes and excluding lapsed or cancelled grants.

Exercise price and share class

Options are exercisable at prices ranging between approximately:

- £1.05 per share; and

- £28.35 per share

All options relate to B Ordinary shares.

Valuation of share options

The fair value of options granted has been determined at the grant date using the Black-Scholes option pricing model.

The valuation is based on:

- share prices derived from observable company valuation data, including funding rounds and share transactions;

- expected option life reflecting management’s estimate of the timing of a liquidity event;

- volatility based on comparable companies operating in similar sectors;

- risk-free interest rates derived from UK government bond yields; and

- a dividend yield of nil.

The resulting fair value per option ranges from approximately £24 to £661 depending on the grant cohort.

As option values are model-derived, they are not directly observable in the market.

Expense recognised

The company has recognised a share-based payment expense during the year of £56,150.

This amount is included within staff costs.

Equity reserve

At 31 December 2025, the cumulative balance recognised in equity in respect of share-based payments is £742,642.

This represents the portion of the total fair value of options expected to vest that has been recognised over the applicable vesting periods.

Future expense

At 31 December 2025, the unrecognised share-based payment expense in respect of options expected to vest is approximately £11,396.

This will be recognised in future periods over the remaining vesting periods.