REGISTERED NUMBER: 14015306 (England and Wales)

REPORT OF THE DIRECTOR AND

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

CINDRIGO GEOTHERMAL LIMITED

Page

Company Information

1

Report of the Director

2

Income Statement

3

Statement of Financial Position

4

Notes to the Financial Statements

5

DIRECTOR:

L I Guldstrand

SECRETARY:

R M Taylor

REGISTERED OFFICE:

104 Napier Court

Ranelagh Gardens

London

SW6 3XA

REGISTERED NUMBER:

14015306 (England and Wales)

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company is to act as a holding company.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

L I Guldstrand held office during the whole of the period from 1 January 2025 to the date of this report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

L I Guldstrand - Director

24 September 2026

TURNOVER

-

-

Administrative expenses

63,857

-

OPERATING LOSS and

LOSS BEFORE TAXATION

(63,857

)

-

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(63,857

)

-

FIXED ASSETS

Intangible assets

5

86,788

-

CURRENT ASSETS

Debtors

6

1

1

CREDITORS

Amounts falling due within one year

7

150,645

-

NET CURRENT (LIABILITIES)/ASSETS

(150,644

)

1

TOTAL ASSETS LESS CURRENT LIABILITIES

(63,856

)

1

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(63,857

)

-

SHAREHOLDERS' FUNDS

(63,856

)

1

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 director acknowledges his 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 in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 24 September 2026 and were signed by:

L I Guldstrand - Director

1.	STATUTORY INFORMATION

Cindrigo Geothermal Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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.

Intangible assets

Exploration and Evaluation Expenditure

Exploration and evaluation (“E&E”) expenditure comprises costs incurred in the search for geothermal and other energy resources prior to demonstrating technical feasibility and commercial viability.

E&E expenditure is capitalised as an intangible asset when the Company has the legal right to explore a specific area and it is expected that the costs will be recovered through development or sale. Costs incurred before obtaining legal rights are expensed as incurred.

E&E assets are measured at cost less impairment and are not amortised during the exploration phase. They are reviewed for impairment where indicators exist.

Upon demonstration of technical feasibility and commercial viability, the assets are reclassified accordingly. They are derecognised when no future economic benefits are expected.

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 exchange

The financial statements are presented in British Pounds Sterling (£), which is also the functional currency of the Company.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the reporting date. Exchange differences arising from the translation of monetary items are recognised in profit or loss in the period in which they arise.

Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Investment in subsidiaries

Investments in subsidiaries are initially recognised at cost. Following initial recognition, the investments are measured at cost less any accumulated impairment losses. The Company assesses at each reporting date whether there is any indication that the investment may be impaired. If any such indication exists, the recoverable amount of the investment is estimated, and an impairment loss is recognised if the carrying amount exceeds the recoverable amount.

Going concern

The Directors have assessed the Company's ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis

3.	OPERATING LOSS

The profit or loss before taxation for the reporting period is £63,857.

4.	CALL OPTION ON ZGG SHAREHOLDING

During the year, the Company entered into a call option agreement as part of its investment arrangements relating to geothermal energy projects in Germany.

Under the agreement, the Company obtained the right, but not the obligation, to acquire 100% of the issued share capital of Zukunft Geowärme GmbH ("ZGG") for a fixed consideration. An option premium of £63,857 (€75,000) was paid during the year in consideration for the grant of the option.

At 31 December 2025, the Directors reviewed the carrying value of the option, taking into consideration the early-stage nature of the underlying projects, the absence of secured project financing and the expected timing of future development activities. Following this review, the Directors concluded that no value should be attributed to the option at the reporting date.

Accordingly, the cost of £63,857 was charged to the profit and loss account during the year and no amount is recognised in the statement of financial position at 31 December 2025.

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

Additions

86,788

At 31 December 2025

86,788

NET BOOK VALUE

At 31 December 2025

86,788

During the year, the Company entered into an arrangement resulting in the acquisition of contractual rights associated with geothermal licences. The above balance comprises exploration and evaluation ("E&E") assets relating to geothermal projects. As part of the consideration, the Company assumed responsibility for shareholder loans with an aggregate nominal amount of £87k.

All projects remain in the exploration and evaluation phase and no commercial production has commenced.

The Directors have assessed the carrying value of these E&E assets at the reporting date and concluded that there were no indicators of impairment. Accordingly, no impairment loss has been recognised.

6.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

1

1

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

63,857

-

Other creditors

86,788

-

150,645

-

The amounts owed to group undertakings represent a balance of £63,857 with Cindrigo Holdings Limited, the ultimate controlling holding company, incorporated in Guernsey. The amount arose in connection with an investment agreement relating to geothermal licence projects and includes funding provided in respect of the Company's acquisition and evaluation of contractual rights associated with geothermal licences.

Included within other creditors is an amount of £86,788 outstanding at the year end in respect of consideration payable under an investment agreement pursuant to which the Company became obligated to acquire certain shareholder loans of ZGG following the satisfaction of specified contractual conditions. The related consideration has been recognised within intangible fixed assets as exploration and evaluation assets.

8.	CONTINGENT LIABILITIES

The Company is party to an investment agreement relating to geothermal development projects in Germany. Under the terms of the agreement, milestone bonus payments may become payable upon the achievement of specified project milestones, including the receipt of qualifying German federal funding support and the achievement of certain operational performance targets.

The milestones include obtaining BEW and KfW funding approvals and achieving specified generation output targets across the project portfolio. Funding bonus payments of up to €1 million per project may become payable where specified funding thresholds are achieved. In addition, further milestone payments may become payable if defined operational performance targets are met following project development. The maximum potential exposure under the arrangement is €5.5 million.

The underlying geothermal projects remain in the exploration and evaluation phase. Progression of the projects is dependent upon technical feasibility, regulatory approvals, funding availability and successful project development.

As the obligation is dependent upon the occurrence of future uncertain events that are not wholly within the Company's control, no liability has been recognised in these financial statements. The amount and timing of any future payments remain uncertain and will depend upon the future progress of the projects and the achievement of the milestones specified in the investment agreement.

9.	POST BALANCE SHEET EVENTS

Subsequent to the reporting date, Cindrigo Holdings Limited, the Company’s ultimate parent, received additional financial support of approximately £2.0 million. This comprised approximately £0.3 million loan from largest shareholder of Cindrigo Holdings Limited, Danir AB and loans in total of approximately £1.7 million from Finansfabrikken Sverige AB, with Danir AB providing guarantees in respect of the Finansfabrikken funding. This facility provides working capital support to the wider Group during the ongoing development phase.

10.	ULTIMATE CONTROLLING PARTY