Company registration number SC466495 (Scotland)
ENEUS ENERGY HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
ENEUS ENERGY HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 7
ENEUS ENERGY HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
3
19,524,241
14,701,578
Current assets
Debtors
5
3,819,792
3,620,564
Cash at bank and in hand
31,459
451,725
3,851,251
4,072,289
Creditors: amounts falling due within one year
6
(51,534)
(288,346)
Net current assets
3,799,717
3,783,943
Total assets less current liabilities
23,323,958
18,485,521
Creditors: amounts falling due after more than one year
7
(35,835,013)
(25,494,577)
Net liabilities
(12,511,055)
(7,009,056)
Capital and reserves
Called up share capital
8
585
527
Share premium account
2,829,590
2,829,590
Profit and loss reserves
(15,341,230)
(9,839,173)
Total equity
(12,511,055)
(7,009,056)

The notes on pages 3 to 7 form part of these financial statements.

ENEUS ENERGY HOLDINGS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question 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.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 13 October 2026 and are signed on its behalf by:
D GLUCK
Mr D Gluck
Director
Company registration number SC466495 (Scotland)
ENEUS ENERGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Eneus Energy Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh, Scotland, EH4 2HS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The Directors have assessed the Company’s ability to continue as a going concern. The Company has not generated revenue to date and has changed its business model in response to challenges associated with its original principal activity. The Company has historically relied on funding provided by its investors under the preferred equity arrangements established in 2022, and the investors have continued to provide funding to support the Company's ongoing activities. By letter agreement dated 13 August 2026, the Preference Shareholders agreed to extend the Final Redemption Date under the Investment Agreement from 1 August 2026 to 1 August 2027. The investors have also indicated their intention to continue providing financial support to the Company over the following 12 months to enable it to meet its liabilities as they fall due.true

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ENEUS ENERGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors. These are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

 

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

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.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

ENEUS ENERGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.8
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
19,524,241
14,701,578
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
14,701,578
Additions
4,822,663
At 31 December 2025
19,524,241
Carrying amount
At 31 December 2025
19,524,241
At 31 December 2024
14,701,578

Additions during the year primarily relate to the capitalisation of intercompany balances, whereby amounts previously recognised as receivables from subsidiary undertakings have been converted into equity investments.

ENEUS ENERGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Eneus Energy Ltd
Scotland
Ordinary
100.00
Eneus Energy Inc
United States of America
Ordinary
100.00
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,708,048
3,483,363
Other debtors
111,744
137,201
3,819,792
3,620,564
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
4,284
180,548
Other creditors
47,250
107,798
51,534
288,346
7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Redeemable preference shares
35,835,013
25,494,577

Redeemable preference shares represent funding provided by investors and are redeemable in accordance with agreed terms. As the Company has an obligation to repay these amounts, they are classified as financial liabilities under FRS 102.

 

The timing of redemption and associated funding arrangements form part of the Company's ongoing liquidity and going concern assessment, as described in note 1.2.

8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A1 shares of £0.0001 each
2,639,895
2,639,895
264
264
Ordinary A2 shares of £0.0001 each
640,371
640,371
64
64
3,280,266
3,280,266
328
328
ENEUS ENERGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Called up share capital
(Continued)
- 7 -
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Special Voting shares of US $0.00001 each
31,165,652
24,117,332
257
199
Total equity share capital
585
527

During the period 7,048,320 Special Voting shares were allotted, with an aggregate nominal value of £58.02.

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