REGISTERED NUMBER: 15124382 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Awendio Solaris Ltd

Page

Balance Sheet

1

Notes to the Financial Statements

3

Fixed assets

Intangible assets

5

348,783

-

Tangible assets

6

1,518

1,663

Investments

7

3,209

-

353,510

1,663

Current assets

Debtors

8

1,291,325

197,954

Cash at bank

1,891,930

1,020,549

3,183,255

1,218,503

Creditors

Amounts falling due within one year

9

(543,325

)

(1,812,700

)

Net current assets/(liabilities)

2,639,930

(594,197

)

Total assets less current liabilities

2,993,440

(592,534

)

Creditors

Amounts falling due after more than one year

10

(2,109,957

)

-

Net assets/(liabilities)

883,483

(592,534

)

Capital and reserves

Called up share capital

23

19

Share premium

4,249,815

-

Capital redemption reserve

(93

)

-

Translation reserve

(41,383

)

(12,486

)

Retained earnings

(3,324,879

)

(580,067

)

883,483

(592,534

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 29 July 2026 and were signed on its behalf by:

Mr M J R Deschamps - Director

1.	Statutory information

Awendio Solaris Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

15124382

Registered office:

4 King's Bench Walk

London

EC4Y 7DL

The presentation currency of the financial statements is the US Dollar ($).

2.	Statement of compliance

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.

3.	Accounting policies

Basis of preparing the financial statements

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

Going concern

The directors consider that the company has adequate resources to continue in operational existence for the foreseeable future and have therefore prepared these financial statements on a going concern basis.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(i) Financial instrument presentation

For the company to determine the presentation of financial instruments, the directors approximate the likelihood of differing contractual occurrences using a combination of post year end events and their extensive combined knowledge from decades of experience.

(ii) Useful economic lives of tangible and intangible assets

The annual depreciation charge for tangible assets and annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets.

(iii) Taxation

The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Computer equipment

-

15% reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. 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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

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 the functional currency, sterling, at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into the functional currency, sterling at the rate of exchange ruling at the date of transaction, or if unavailable the average rate for the period. Exchange differences are taken into account in arriving at the operating result.

Accounting period

In the previous year the financial statements were produced for a period longer than 12 months due to the company being incorporated on 8 September 2023.

Functional currency

The functional currency of the company is the Pound Sterling (£).

The company has chosen to use a different presentation currency due to the sources of capital investment operating using the US Dollar ($).

At each period end, profit and loss balances are translated from the functional currency to the presentational currency using the period average rate. Balance sheet balances are translated using the closing rate.

Gains and losses resulting from the translation into presentational currency are recognised in the translation reserve under other comprehensive income.

4.	Employees and directors

The average number of employees during the year was 6 (2024 - 4 ) .

5.	Intangible fixed assets

Patents and

licences

$

Cost

Additions

363,948

At 31 December 2025

363,948

Amortisation

Amortisation for year

15,165

At 31 December 2025

15,165

Net book value

At 31 December 2025

348,783

The intangible asset comprises rights acquired under an agreement for the use of the name Awendio.

6.	Tangible fixed assets

Computer

equipment

$

Cost

At 1 January 2025

1,684

Exchange differences

129

At 31 December 2025

1,813

Depreciation

At 1 January 2025

21

Charge for year

273

Exchange differences

1

At 31 December 2025

295

Net book value

At 31 December 2025

1,518

At 31 December 2024

1,663

7.	Fixed asset investments

Shares in

group

undertakings

$

Cost

Additions

3,209

At 31 December 2025

3,209

Net book value

At 31 December 2025

3,209

8.

Debtors: amounts falling due within one year

31.12.25

31.12.24

$

$

VAT

34,015

1,968

Prepayments and accrued income

108,105

5,306

Directors loan account

6,610

-

Amounts owed by group undertakings

3,643

-

Deferred tax

1,138,952

190,680

1,291,325

197,954

9.

Creditors: amounts falling due within one year

31.12.25

31.12.24

$

$

Trade creditors

512,347

41,286

Other creditors

23,417

2,504

Accruals

1,347

16,667

Directors loan account

3,077

-

Amounts owed to group undertakings

3,137

-

Unissued share capital

-

1,752,243

543,325

1,812,700

10.

Creditors: amounts falling due after more than one year

31.12.25

31.12.24

$

$

Other creditors

23,831

-

Convertible loan note

2,018,126

-

2,109,957

-

The value of other creditors due over five years is $18,366 (2024: $Nil).

The loan is convertible into preference shares of the company's holding company upon future completion of a group restructuring.

11.	Contingent liabilities

A contingent liability exists whereby the company has entered into investment agreements with certain investors under which, dependant on the company securing manufacturing in the USA and having qualified for particular tax credits, the company will pay the subscribers an amount equal to five times the investor's initial investments, being $25,749,091 (2024: $10,000,000).

The company expects to secure funding and then commence manufacturing in the USA in 2027 at the earliest, and currently deem the likelihood of realisation, and subsequently making the described payments, as possible. There is no possibility of any reimbursement.

12.	Other financial commitments

In the previous year, held within other creditors was $1,715,521 relating to an Advance Subscription Agreement, whereby the funds were likely to be converted into irredeemable preference shares after the longstop date of 1 March 2025. A further $36,723 of interest at 5% had been accumulated for conversion as at 31 December 2024. In the current year, these funds were converted, and the interest charged was reversed.

13.	Directors' advances, credits and guarantees

As at the balance sheet date $6,610 (2024 - $Nil) was due to the company by a director. During the year there were net transactions with the director of $6,610 (2024 - $Nil). The loan will be repaid within 9 months of the year end, with no interest charged.

14.	Related party disclosures

As at the balance sheet date $3,077 (2024 - $Nil) was due to a director by the company. During the year there were net transactions with the director of $3,077 (2024 - $Nil). The loan is subject to interest at 3%, is repayable on demand and is not secured.

No further transactions were undertaken by related parties which are required to be disclosed under FRS 102 Section 1A.

15.	Unissued share capital

$

£

At 6 September 2024

Advance Subscription Agreement

1,800,000

Exchange rate movement to functional currency

(429,250

)

Balance at 6 September 2024

1,370,750

At 31 December 2024

Advance Subscription Agreement

1,800,000

Exchange rate movement to presentational currency

(84,479

)

Accumulated interest

36,723

Balance at 31 December 2024

1,752,243

In the previous year, held within other creditors was $1,800,000 of initial funds received from an Advance Subscription Agreement on 6 September 2024. On this date, the funds were translated into the functional currency Pound Sterling at the spot rate of GBP/USD $1.31315.

At 31 December 2024, the funds were translated into the presentational currency US Dollar at the closing rate of GBP/USD $1.25152. Finally, as per note 10, the accumulated interest for the period was added to the value.

16.	Prior period adjustment

In the prior period ended 31 December 2024 the company made a classification error in the presentation of its unissued share capital from the Advanced Subscription Agreement within equity. Under the terms of the agreement, the subscription was cancellable and therefore did not meet the definition of an equity instrument under Section 22 of FRS 102.

A prior period adjustment to retrospectively restate the accounts for the period ended 31 December 2024 has seen the balance of £1,752,243 reclassified from an unissued share capital reserve to other creditors within the balance sheet. The restatement has subsequently seen total assets assets less current liabilities, and capital and reserves, adjusted from £1,159,709 to (£592,534) for that period. There was no impact on profit or loss for the period.