REGISTERED NUMBER: 07743572 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2025

for

Rubena Solar Limited

Page

Balance Sheet

1

Notes to the Financial Statements

3

FIXED ASSETS

Tangible assets

4

545,516

538,123

Investments

5

10,637,503

11,744,502

11,183,019

12,282,625

CURRENT ASSETS

Stocks

-

9,956

Debtors

6

6,676,822

31,199

Cash at bank

130,894

169,018

6,807,716

210,173

CREDITORS

Amounts falling due within one year

7

(570,262

)

(1,288,206

)

NET CURRENT ASSETS/(LIABILITIES)

6,237,454

(1,078,033

)

TOTAL ASSETS LESS CURRENT LIABILITIES

17,420,473

11,204,592

CREDITORS

Amounts falling due after more than one year

8

(18,494,320

)

(12,736,732

)

NET LIABILITIES

(1,073,847

)

(1,532,140

)

CAPITAL AND RESERVES

Called up share capital

3,164,000

-

Share premium

1

1

Retained earnings

(4,237,848

)

(1,532,141

)

(1,073,847

)

(1,532,140

)

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 3 August 2026 and were signed on its behalf by:

Mr G R Bell - Director

1.	STATUTORY INFORMATION

Rubena Solar Limited 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:

07743572

Registered office:

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

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.

Going concern

In determining whether the company's annual financial statements can be prepared on a going concern basis, the directors has considered the company's business activities, together with the factors likely to affect its future development, performance and position.

The directors confirm that, after due consideration there is a reasonable expectation that the company has adequate resources to continue in business for at least 12 months from the date of signing the financial statements. Accordingly, the annual report and financial statements for the year ended 31 December 2025 have been prepared on a going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of VAT and trade discounts.

Turnover from the sale of goods and services are recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on delivery of the goods and services.

Tangible fixed assets

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

Plant and machinery

-

10% on cost and 4% on cost

Investments in subsidiaries

Subsidiary investments are initially recorded at cost. As the subsidiary companies operate businesses with an expected fixed life, the investments are being impaired over this period. This treatment is reviewed annually and will be updated if there are any relevant changes in circumstances.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Taxation

Taxation for the year comprises current 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 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 2 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2025

1,356,110

Additions

52,512

At 31 December 2025

1,408,622

DEPRECIATION

At 1 January 2025

817,987

Charge for year

45,119

At 31 December 2025

863,106

NET BOOK VALUE

At 31 December 2025

545,516

At 31 December 2024

538,123

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

12,390,252

PROVISIONS

At 1 January 2025

645,750

Provision for year

1,106,999

At 31 December 2025

1,752,749

NET BOOK VALUE

At 31 December 2025

10,637,503

At 31 December 2024

11,744,502

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

6,618,442

-

Other debtors

58,380

31,199

6,676,822

31,199

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

8,895

35,310

Amounts owed to group undertakings

-

1,252,896

Amounts owed to associates

83,440

-

Other creditors

477,927

-

570,262

1,288,206

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

18,494,320

12,736,732

9.	LEASING AGREEMENTS

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

31.12.25

31.12.24

£

£

Within one year

17,468

16,636

Between one and five years

71,269

67,875

In more than five years

126,535

137,644

215,272

222,155

The total of future minimum lease payments under non-cancellable operating leases are set out above. The amounts due are increased each year by the RPI.

10.	RELATED PARTY DISCLOSURES

Last year the company acquired 8 subsidiaries from its then immediate parent company, Atmosclear Investments Ltd for the consideration of £12,390,251.

Included in Amounts owed to Group Undertakings last year is a loan due to Atmosclear Investments Ltd which interest was incurred at a rate of 9% per annum above the Bank of England base rate. The amount expensed in relation to interest charges in the year was £927,004 (2024 - £931,582). This loan was fully repaid in September 2025.

11.	ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent entity is Blue Leaf Holdings S.A . Its registered office address is 16 Rue Jean L'Aveugle, L-1148, Luxembourg.