REGISTERED NUMBER: SC598387 (Scotland)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

CLIR RENEWABLES UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

G R D Brown

I A Irvine

REGISTERED OFFICE:

Savoy Tower

77 Renfrew Street

Glasgow

G2 3BZ

REGISTERED NUMBER:

SC598387 (Scotland)

ACCOUNTANTS:

Oury Clark Chartered Accountants

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

-

175

CURRENT ASSETS

Debtors

5

259,107

256,630

Cash at bank

16,354

12,752

275,461

269,382

CREDITORS

Amounts falling due within one year

6

43,640

56,655

NET CURRENT ASSETS

231,821

212,727

TOTAL ASSETS LESS CURRENT LIABILITIES

231,821

212,902

CAPITAL AND RESERVES

Called up share capital

7

1

1

Other reserves

8

90,196

91,401

Retained earnings

8

141,624

121,500

SHAREHOLDERS' FUNDS

231,821

212,902

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 4 September 2026 and were signed on its behalf by:

G R D Brown - Director

1.	STATUTORY INFORMATION

Clir Renewables UK Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The company's trading address is Savoy Tower, 77 Renfrew Street, Glasgow, G2 3BZ.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared on a going concern basis, as the company has obtained a letter of support from the parent company. The directors of the parent company have provided a commitment to give any financial support which may be necessary in order for the company to meet its liabilities as they fall due for a period in excess of twelve months and one day from the date of signing of the financial statements.

However, the parent company financial statements for the year ended 31 December 2025 contained the following statement:

"The consolidated financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has recurring revenues; however, it has incurred losses amounting to $47,784,288 since its inception. The ability of the Company to continue as a going concern is dependent upon external financing, including but not limited to equity financing, grants and incentives, and upon attaining profitable operations.

These conditions indicate a material uncertainty that may cast significant doubt over the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that would be necessary if the going concern assumption were inappropriate. Such adjustments could be material."

Related party exemption

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.

Turnover

Turnover is measured at fair value of the consideration received, excluding discounts, rebates, value added tax, and other sales tax. Turnover is a cost recharge to the parent company, Clir Renewables Inc., in accordance with the cost-plus agreement, and is recognised when the relevant costs are accrued.

Tangible fixed assets

Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc. - straight line over 3 years.

Financial instruments

Basic Financial Instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS102.

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 sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

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.

Share based payments

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. The fair value is estimated at the date of grant using a Black-Scholes option-pricing model. This fair value is based on the fair value of the underlying share, the exercise price, the risk free rate, the expected life of the option, the expected dividend yield and the volatility. Assumptions have been used in determining the fair value of the underlying share, the risk free rate, the expected life of the option, the dividend yield and the volatility. The volatility has been estimated by using historical volatilities of comparable listed companies.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to the income statement is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amounts recognised in the income statement for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 9 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

and 31 December 2025

7,766

DEPRECIATION

At 1 January 2025

7,591

Charge for year

175

At 31 December 2025

7,766

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

175

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

244,078

238,272

Other debtors

15,029

18,358

259,107

256,630

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

6,312

1,706

Taxation and social security

17,220

25,857

Other creditors & accruals

20,108

29,092

43,640

56,655

7.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1

Ordinary

£1

1

1

8.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2025

121,500

91,401

212,901

Profit for the year

20,124

20,124

Capital contribution reserve

-

(1,205

)

(1,205

)

At 31 December 2025

141,624

90,196

231,820

9.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

10.	SHARE-BASED PAYMENT TRANSACTIONS

The ultimate parent company, Clir Renewables Inc., a company registered in Canada, has reserved shares of stock for issuance as stock options under its Employee Share Option Plan (the "Plan").

The Plan is equity settled and provides for grants of incentive stock options to employees of the company. Options under the Plan are granted at the estimated fair value of the shares on the date of grant as determined by the Board of Directors. The maximum term of options granted under the Plan is 5 years from the date of grant. Options under the Plan generally vest over 4 years.

Options under the Plan are generally exercisable when vested and subject to such terms, conditions, performance criteria, and restrictions as determined by the Board of Directors and set forth in the related option agreements.

The fair value for the Company's options was estimated at the date of grant using a Black-Scholes option-pricing model. This fair value is based on the fair value of the underlying share, the exercise price, the risk free rate, the expected life of the option, the expected dividend yield and the volatility. Assumptions have been used in determining the fair value of the underlying share, the risk free rate, the expected life of the option, the dividend yield and the volatility. The volatility has been estimated by using historical volatilities of comparable listed companies.

The following table summarises the equity settled share options with employees in the period:

Item

Number

Weighted average exercise price (£

)

Outstanding at the beginning of the period

107,374

1.10

Granted during the year

-

-

Forfeited/cancelled during the period

(26,362

)

0.24

Exercised during the period

-

-

Expired during the period

-

-

Outstanding at the end of the period

81,012

0.86

Exercisable at the end of the period

60,046

0.56

The charge recognised in the year was -£1,205 (2024: -£59,007).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.

11.	ULTIMATE PARENT COMPANY

The immediate and ultimate parent company is Clir Renewables Inc., a company incorporated in Canada. Clir Renewables Inc., is the largest and only group company to prepare consolidated financial statement and are not publicly available.