Company No: 13499591 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.10.2025		31.07.2024
		£		£
Fixed assets
Tangible assets	4	66,148		13,298
		66,148		13,298
Current assets
Debtors	5	22,970,867		2,481,094
Cash at bank and in hand		6,029,618		8,646,896
		29,000,485		11,127,990
Creditors: amounts falling due within one year	6	( 21,984,867)		( 1,533,514)
Net current assets		7,015,618		9,594,476
Total assets less current liabilities		7,081,766		9,607,774
Creditors: amounts falling due after more than one year	7	( 1,514,167)		0
Net assets		5,567,599		9,607,774
Capital and reserves
Called-up share capital	8	5		5
Share premium account		12,583,821		12,576,269
Other reserves		317,475		0
Profit and loss account		( 7,333,702 )		( 2,968,500 )
Total shareholders' funds		5,567,599		9,607,774

For the financial period ending 31 October 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 period 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 Profit and Loss Account has not been delivered.

The financial statements of Tem-Energy Limited (registered number: 13499591) were approved and authorised for issue by the Board of Directors on 31 July 2026. They were signed on its behalf by:

Mr J Mcdonald Director

1. Accounting policies

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

General information and basis of accounting

Tem-Energy Limited (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 The Engine Room, 18 The Power Station Battersea Power Station, Circus Rd S, Nine Elms, London, SW11 8BZ, United Kingdom.

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 pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Reporting period length

The financial statements have been prepared for an extended accounting period of 15 months covering the period from 01 August 2024 to 31 October 2025. The extended period reflects a change in the company’s year end to better reflect the operational cycle of the business. As a result of the extended reporting period, the amounts presented in the financial statements and related notes are not entirely comparable with those of the prior year, which covered a standard 12-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 Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover comprises the value of energy supplied and services provided in the normal course of business, stated net of VAT. Revenue from the supply of energy is recognised as it is generated and delivered to customers. Revenue from services is recognised as work is performed, based on the stage of completion at the reporting date.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black Scholes model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life, as follows:

Plant and machinery etc.

3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Included within cash at bank and in hand is restricted cash of £1,881,982 (2024: Nil).

Financial instruments

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

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 deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, are recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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 Company's contractual obligations expire or are discharged or cancelled.

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.

Convertible loan notes
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 variable number of equity shares or repaid in cash at the agreement of the Company and other note holders, the loan notes are classified as a liability and measured at FVTPL.

2. Employees

	Period from 01.08.2024 to 31.10.2025		Year ended 31.07.2024
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	42		15

3. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for all employees and consultants.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period varies between three and four years. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the Company before the options vest. The options lapse if the consultants contract is terminated.

Details of the share options outstanding during the financial year are as follows:

	31.10.2025			31.07.2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	86,236	0.20000		0	0
Granted during the period	372,594	1.79000		113,189	0.20000
Forfeited during the period	( 12,592)	1.24251		( 7,723)	0.20000
Exercised during the period	( 14,645)	0.00001		( 19,230)	0.20000
Outstanding at the end of the period	431,593	1.62152		86,236	0.20000
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Company recognised total expenses of £ 317,475 and £ 0 related to equity-settled share-based payment transactions in 2025 and 2024 respectively.

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 August 2024	26,508		26,508
Additions	69,546		69,546
Disposals	( 1,642)		( 1,642)
At 31 October 2025	94,412		94,412
Accumulated depreciation
At 01 August 2024	13,210		13,210
Charge for the financial period	16,121		16,121
Disposals	( 1,067)		( 1,067)
At 31 October 2025	28,264		28,264
Net book value
At 31 October 2025	66,148		66,148
At 31 July 2024	13,298		13,298

5. Debtors

	31.10.2025		31.07.2024
	£		£
Trade debtors	970,994		368,955
Prepayments and accrued income	15,255,750		1,496,304
VAT recoverable	89,279		16,807
Corporation tax	0		77,370
Other debtors	6,654,844		521,658
	22,970,867		2,481,094

6. Creditors: amounts falling due within one year

	31.10.2025		31.07.2024
	£		£
Bank loans	456,667		0
Trade creditors	3,401,091		71,222
Convertible loan notes	2,999,989		0
Other taxation and social security	200,127		62,299
Other creditors	14,926,993		1,399,993
	21,984,867		1,533,514

The bank loan of £456,667 is secured by fixed and floating charges over the assets of the company.

7. Creditors: amounts falling due after more than one year

	31.10.2025		31.07.2024
	£		£
Bank loans	1,514,167		0

The bank loan of £1,514,167 is secured by fixed and floating charges over the assets of the company.

8. Called-up share capital

	31.10.2025		31.07.2024
	£		£
Allotted, called-up and fully-paid
928,296 Series A-2 ordinary shares of £ 0.000001 each (31.07.2024: 898,749 shares of £ 0.000001 each)	0.93		0.90
19,230 B Ordinary shares of £ 0.000001 each	0.02		0.02
2,791,519 Ordinary shares of £ 0.000001 each (31.07.2024: 2,797,094 shares of £ 0.000001 each)	2.79		2.80
405,481 Series A-1 ordinary shares of £ 0.000001 each	0.41		0.41
615,390 Series ordinary shares of £ 0.000001 each	0.62		0.62
	4.77		4.75

9. Financial commitments

Commitments

	31.10.2025		31.07.2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	34,169		28,620

10. Events after the Balance Sheet date

After the year end, the company completed a fundraising round raising $75 million (£55 million) through the issue of new shares. As the conditions leading to this fundraising did not exist at the balance sheet date, this event is classified as a non‑adjusting post‑balance‑sheet event. No adjustment has been made to the financial statements.