REGISTERED NUMBER: 06521572 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

NUR ENERGIE LIMITED

Page

Company Information

1

Accountants' Report

2

Statement of Financial Position

3

to

4

Notes to the Financial Statements

5

to

11

DIRECTORS:

Mr K J Sara

Mr L F Lunt

SECRETARY:

Aldlex Limited

REGISTERED OFFICE:

Lincoln's Inn

9 New Square

London

WC2A 3QN

REGISTERED NUMBER:

06521572 (England and Wales)

ACCOUNTANTS:

Seymour Taylor Limited

First Floor North

40 Oxford Road

High Wycombe

Buckinghamshire

HP11 2EE

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Statement of Financial Position. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Nur Energie Limited for the year ended 31 December 2025 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Nur Energie Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Nur Energie Limited and state those matters that we have agreed to state to the Board of Directors of Nur Energie Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Nur Energie Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Nur Energie Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Nur Energie Limited. You consider that Nur Energie Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Nur Energie Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Seymour Taylor Limited

First Floor North

40 Oxford Road

High Wycombe

Buckinghamshire

HP11 2EE

3 September 2026

FIXED ASSETS

Tangible assets

4

2,438

-

Investments

5

1,863,407

1,863,407

1,865,845

1,863,407

CURRENT ASSETS

Debtors

6

3,961,308

3,931,280

Cash at bank

86,772

25,808

4,048,080

3,957,088

CREDITORS

Amounts falling due within one year

7

3,319,063

3,283,785

NET CURRENT ASSETS

729,017

673,303

TOTAL ASSETS LESS CURRENT LIABILITIES

2,594,862

2,536,710

CAPITAL AND RESERVES

Called up share capital

9

1,620,638

1,620,638

Share premium

13,517,155

13,517,155

Retained earnings

(12,542,931

)

(12,601,083

)

2,594,862

2,536,710

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 September 2026 and were signed on its behalf by:

Mr K J Sara - Director

1.	GENERAL INFORMATION

Nur Energie Limited is a private company limited by shares and incorporated in England and Wales. The address of the company's registered office is C/O Hunters Law Llp, Lincoln's Inn, 9 New Square, London, United Kingdom, WC2A 3QN. The registered number is 06521572.

The presentation currency of these financial statements is Euros (€), being the currency of the primary economic market in which the entity operates (its functional currency). All amounts in these financial statements have been rounded to the nearest pound unless stated otherwise.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

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 directors have assessed expected future cashflows, giving due consideration to all relevant factors affecting the company. The directors have considered the potential impact on the company as well as its capital resources and believe that the company has adequate resources in place to continue in operation for at least twelve months from the date of approval of the financial statements. Consequently, the company continues to adopt the going concern basis in preparing these financial statements.

Going concern

These financial statements have been prepared on a going concern basis.

As at 31 December 2025, the Company's Statement of Financial Position showed net current assets of €730,142 (2024: €673,303) and net assets of €2,595,987 (2024: €2,536,710).

The directors have assessed expected future cashflows, giving due consideration to all relevant factors affecting the company. The directors have considered the potential impact on the company as well as its capital resources and believe that the company has adequate resources in place to continue in operation for at least twelve months from the date of approval of the financial statements. The directors believe it is appropriate for the financial statements to be prepared on the going concern basis as they are confident that revenues from Innovate UK and the Horizon project will allow the company to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of signing of the financial statements

The shareholders have also acknowledged that outstanding shareholder loans will not be called, and these will not be repaid until completion of key projects.

Consequently, the company continues to adopt the going concern basis in preparing these financial statements.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Turnover is recognised on the basis of the value of work carried out to date for the development of solar projects and their related activities. At the point of disposal of a development project, a development fee would be invoiced to the purchaser at the point of completion and revenue recognised.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

The company assesses at each reporting date whether tangible fixed assets are impaired.

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

Solar equipment

- straight line over 10 years

Fixtures and fittings

- straight line over 4 years

Computer and office equipment

- straight line over 3 years

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since the last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.

Government grants

The company receives government grants in respect of solar energy projects being undertaken.

These grants are recognised using the accruals model at the fair value of the asset received when there is a reasonable assurance that the company will comply with conditions attached to them.

Financial instruments

The company has applied the provisions of Section 11 "Basic Financial Instruments" and Section 12 "Other Financial Instrument Issues" of FRS 102 to its financial statements.

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Trade and other debtors and creditors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Debtors and creditors due within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in administrative expenses.

Interest-bearing borrowings classified as basic financial instruments

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short term deposits with an original maturity date of three months or less. Bank overdrafts are disclosed within creditors on the statement of financial position.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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

Transactions denominated in foreign currencies are translated into the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities at the period end denominated in a foreign currency are translated into the functional currency at the rate of exchange ruling at the statement of financial position date. Exchange differences are taken into account when arriving at the operating profit.

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.

Interest receivable and similar income

Interest receivable and similar income is recognised in the income statement as it accrues, in the reporting period to which it relates. Interest receivable and similar income consists of interest received on available cash balances and interest accrued on loans to subsidiaries.

Interest payable and similar expenses

Interest payable and similar expenses are recognised in the income statement as it accrues, in the reporting period to which it relates. Interest payable and similar expenses presented by the company reflect the impact of financing transactions; consisting of interest accrued on convertible loan notes and shareholder loans.

3.	EMPLOYEES AND DIRECTORS

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

4.	TANGIBLE FIXED ASSETS

Computer

Fixtures

and

Solar

and

office

Equipment

fittings

equipment

Totals

€

€

€

€

COST

At 1 January 2025

35,290

1,608

47,302

84,200

Additions

-

-

3,638

3,638

At 31 December 2025

35,290

1,608

50,940

87,838

DEPRECIATION

At 1 January 2025

35,290

1,608

47,302

84,200

Charge for year

-

-

1,200

1,200

At 31 December 2025

35,290

1,608

48,502

85,400

NET BOOK VALUE

At 31 December 2025

-

-

2,438

2,438

At 31 December 2024

-

-

-

-

5.	FIXED ASSET INVESTMENTS

Other

investments

€

COST

At 1 January 2025

and 31 December 2025

1,863,407

NET BOOK VALUE

At 31 December 2025

1,863,407

At 31 December 2024

1,863,407

During 2023, the Company disposed of its investment in the subsidiary, Nur Minos Heliothermal SA, for consideration of €1 and deferred consideration of €5 million.

The deferred consideration is unascertainable and the final amounts may be higher or lower dependent on completion and achievement of a trigger event within 10 years of the agreement date.

Given the uncertainty and inability to reliably measure the amount of deferred consideration, completion date and milestones in triggering an "exit event", the Company has recognised a loss on this disposal, given the €1 of consideration. In future periods, any gain will be recognised when there is sufficient certainty.

The investment in Nur Minos Heliothermal SA was held at cost of €1,037,500 and subsequently in the Statement of Comprehensive Income the Company has recognised a loss on disposal of €1,037,499.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

€

€

Other debtors

3,957,711

3,927,350

Directors' current accounts

-

2,693

Corporation tax

1,167

-

VAT

1,438

1,186

Called up share capital not paid

51

51

Prepayments

941

-

3,961,308

3,931,280

Amounts due from other debtors are unsecured, interest free and repayable on demand within 12 months.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

€

€

Other loans

215,482

215,482

Trade creditors

89,344

57,213

Other creditors

513,055

524,394

Convertible loan notes

968,901

966,886

Shareholder loans

747,805

739,348

Accruals and deferred income

784,476

780,462

3,319,063

3,283,785

Convertible loans are unsecured, interest fee and repayable in demand within 12 months.

Shareholder loans are unsecured, interest fee and repayable within 12 months.

Other loans relate to an investment from an inactive investor. Other loans are unsecured, interest free

and repayable in full within 12 months on completion of a specific project.

8.	LEASING AGREEMENTS

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

2025

2024

as

restated

€

€

Within one year

6,260

-

9.	CALLED UP SHARE CAPITAL

2025

2024

€

€

Allotted, issued and fully paid:

Number:

Class:

Nominal value:

264,226

Ordinary

€1

264,226

264,226

32,025

Ordinary D

€1

32,025

32,025

42,822

A Preference shares

€1

42,822

42,822

1,046,270

B Preference shares

€1

1,046,270

1,046,270

235,295

C Preference shares

€1

235,295

235,295

1,620,638

1,620,638

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

As at the statement of financial position date, there was a balance owed to the company by a director in respect of their directors loan account amounting to £Nil (2024 - £2,693).

11.	RELATED PARTY DISCLOSURES

As at 31 December 2025, there was a balance owed by the company to related parties amounting to €1,923,734 (2024 - €1,921,717). These amounts are unsecured, interest free and repayable on demand within 12 months.

12.	EVENTS SUBSEQUENT TO THE REPORTING DATE

As set out in note 6, during 2023 the Company disposed of its investment in the subsidiary, Nur Minos Heliothermal SA, for consideration of €1 and deferred consideration of €5 million.

Given the uncertainty and inability to reliably measure the amount of deferred consideration, completion date and milestones in triggering an "exit event", the Company has recognised a loss on this disposal, given the €1 of consideration. In future periods, any gain will be recognised when there is sufficient certainty.

As at the date of signing of these financial statements, no agreement has yet been reached in respect of this disposal and uncertainty and an inability to reliably measure the deferred consideration remains. The Directors consider that there were no other events subsequent to the reporting date which require disclosure within these financial statements.