Cindrigo Holdings Limited

Annual Report

and

Consolidated Financial Statements

For the year ended 31 December 2025

Cindrigo Holdings Limited

COMPANY INFORMATION

INDEPENDENT AUDITOR:

Grant Thornton Limited

St James Place

St James Street

St Peter Port

Guernsey, GY1 2NZ

SPONSOR:

Beaumont Cornish Limited

5-10 Bolton Street

London, W1J 8BA

BROKER:

Capital Plus Partners Limited

Fourth floor

49 St James Street

London, SW1A 1JT

Cindrigo Holdings Limited

CONTENTS

REPORTS

PAGE

At a Glance

Chairman’s Statement

Strategic Report

Directors’ Report

Directors’ Remuneration Report

Corporate Governance Report

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Cindrigo Holdings Limited

AT A GLANCE

INTRODUCTION

Cindrigo Holdings Limited (the “Company” or “Cindrigo”) is a limited liability company whose shares were

admitted to trading on the Equity Shares (Commercial Companies) sector of the Main Market of the London

Stock Exchange on 31 October 2025.

The Company is a Guernsey-incorporated renewable energy developer and producer focused on building a

high-capacity, clean baseload power generation portfolio across Europe, including Biomass and geothermal

energy projects.

Cindrigo has seven directly and indirectly owned subsidiaries (Note 2.2), (together the “Group”) all of which

are included in the annual report and consolidated financial statements.

PROJECTS AT A GLANCE

a. BIOMASS PROJECT – FINLAND

Activities during the year

During the year ended 31 December 2025, capital expenditure of £1,460k was incurred in relation to the

Kaipola energy plant (the “Plant”). This expenditure related primarily to plant upgrades, maintenance, and

works undertaken to maintain the facility in a condition suitable for operation.

Project status

As at 31 December 2025, the Plant was technically ready for operation. Even though certain minor works and

associated costs remained outstanding at year-end, such work to be done at time of start of the Plant.

The commencement of energy production, which had been anticipated during 2025, was delayed due to the

prospective off-taker of heat not being ready to commence commercial operations and accept output from the

Plant facility. As at the reporting date, the Plant was not yet operational.

Outlook

The Board has been advised that the off-taker is progressing towards operational readiness, and the Group is

working closely with the relevant counterparty to align the timing of plant start-up. Subject to the off-taker

becoming operationally ready and finalisation of the necessary commercial arrangements, the project has the

potential to commence operations and generate revenues. However, the timing of this remains uncertain and

dependent on third-party readiness.

Outlook (continued)

The Board has reviewed its strategy for the commencement of its Finnish operations and has determined that

this can best be achieved by taking a more direct role in the biomass value chain through Kaipolan Energia

Oy (“Kaipola”), the Group’s majority-owned operating company for the plant in Finland. It is expected that this

approach will reduce reliance on individual third-party off-takers and enhance the scale, resilience and

earnings visibility of the Group’s Finnish biomass operations. Accordingly, subsequent to the period end in

April 2026, Cindrigo entered into binding agreements with a strategic investor group (the “Investors”) to secure

funding to expand its biomass operations through the joint development of an integrated sustainable wood

pellet business with Fuelwood Finland Oy (“Fuelwood”).

Cindrigo and the Investors will operate Fuelwood as a jointly funded and operated sustainable biomass

business, with Cindrigo initially holding a 20% interest. Cindrigo retains the right to increase its ownership to a

majority position, with the potential for further consolidation over time.

Fuelwood is expected to become the primary customer for energy from the plant and is anticipated to achieve

an initial production capacity of approximately 80,000 tonnes per annum by the end of 2026, with a long-term

target of approximately 400,000 tonnes per annum. At current market prices of approximately €240 per tonne,

this represents potential annual revenue of up to approximately €100 million at full capacity.

Cindrigo is expected to play a central role in the development and operation of the integrated biomass

business, providing support to Fuelwood under a Management Services Agreement during installation and

establishment, and for at least the first year of operation, generating approximately €75,000 per month during

2026.

Cindrigo Holdings Limited

AT A GLANCE

b. GEOTHERMAL DEVELOPMENT PROJECT

Investment agreement

On 3 March 2025, Cindrigo entered into an investment agreement with a German company in relation to

geothermal energy licences relating to 125 square kilometers land in Germany. The agreement established

the framework governing the parties’ respective rights and obligations in connection with the implementation

of the geothermal projects, confirmed and supported the Group’s participation in geothermal energy

development.

During the year ended 31 December 2025, the length of all three geothermal project licences held in Germany

were successfully extended:

 Eich: renewed on 1 September 2025 for 12 months to 8 September 2026.

 Worms: renewed on 31 October 2025 for 12 months to 28 November 2026.

 Weinheim: renewed on 17 November 2025 for a 3-year extension to 30 November 2028.

Project development status

The indicative resource potential for the 3 licence areas is circa 400MW, with a preliminary development plan

of 300MW, resulting in ca 10 units/plants 30MW each. The 10 plants are planned to be developed sequential

with a 6months time-lag between each. The German geothermal projects are each structured around a staged

development approach. Based on current planning assumptions, the Group anticipates the following indicative

timeline for first plant development, then following plants with a 6 month time-lag subject to technical results,

regulatory approvals, and funding availability:

 Stage 1 – Field appraisal: 2024-2026

 Stage 2 – Final regulatory approvals, Subsidies and Funding: 2026

 Stage 3 – Drilling: 2027

 Stage 4 – Heat and Lithium Plant (On-Surface) Construction: 2027-2028

 Stage 5 - Potential commencement of operations: 2028-2030

 Stage 6 – Power Plant Construction: 2029

 Stage 7 – Full operational commencement of operations (Heat, Lithium and Power): 2029/2030

During the year, initial field appraisal activities commenced. This included the completion of 3D data processing

across the relevant licence areas. Further subsurface studies and feasibility analyses form part of the ongoing

field appraisal work. Project timelines are indicative only and may be revised as the projects progress.

Outlook

In the near term, the Group’s focus will be on completing field appraisal activities, including detailed subsurface

evaluation, resource assessment, and technical feasibility studies across the licence areas.

Subject to satisfactory technical outcomes and the availability of funding, the Group intends to progress to the

exploration drilling phase. However, advancement beyond the current stage will depend on a combination of

technical validation, regulatory approvals, and financing.

The Board considers that the progress achieved to date, including the extension of all licences and completion

of initial data processing, provides a foundation for further evaluation of the geothermal portfolio and supports

the continued development of the project.

The Board recognises that the projects remain at an early stage and that key uncertainties have not yet been

resolved. While there is potential for the identification and development of commercially viable geothermal

resources, this has not yet been verified.

Cindrigo Holdings Limited

AT A GLANCE

Regulatory and funding environment

On 18 December 2025, the German federal development bank Kreditanstalt für Wiederaufbau (“KfW”), in

collaboration with Munich Re and the German Federal Ministry for Economic Affairs and Energy, announced

a new funding programme to support deep geothermal energy projects in Germany.

The programme supports deep geothermal projects producing for municipal and industrial heat supply, offering

inter alia:

 Development loans of up to €25 million per project

 A maximum loan term of five years

 Insurance coverage against geothermal drilling risks

This announcement formed part of the broader regulatory and funding framework applicable to geothermal

energy development in Germany during the reporting period.

In addition, the German Federal Funding for Efficient Heating Networks (Bundesförderung für effiziente

Wärmenetze, “BEW”) programme provides support for both the pre-development phase (including feasibility

and planning) and the construction of heat network infrastructure.

While this programme may represent a potential source of financing, there can be no assurance that funding

will be secured or as to the amount, timing, or terms of any such support. The Group continues to assess

available funding options and will consider participation in relevant programs as the projects progress.

Cindrigo Holdings Limited

CHAIRMAN’S STATEMENT

I am pleased to present Cindrigo’s Annual Report and Consolidated Financial Statements for the year ended

31 December 2025, our first as a listed company following admission to the Commercial Segment of the Main

Market of the London Stock Exchange on 31 October 2025. Cindrigo was founded with the goal of delivering

consistent, 24/7 energy by developing sustainable energy assets in Europe. The need for secure, affordable

and sustainable energy is arguably more urgent than ever. Recent geopolitical activity has highlighted the

importance of energy security and alongside this, increasing electrification, population growth, and the

transition to lower-carbon energy systems are exacerbating demand. Recognising this significant demand,

Cindrigo is building a diversified portfolio of sustainable energy assets, utilising proven technology and

expertise to take a leading role in the evolving European energy market.

Finland - biomass

In Finland, the Group entered into a long-term lease arrangement in April 2024, covering a 110 MW biomass

combined heat and power (“CHP”) plant and associated biomass handling facilities, for Kaipolan Energia Oy

(“Kaipola”). During the year, the Board undertook a strategic review, which concluded that an integrated

biomass model - combining upstream biomass production with downstream heat and power generation - would

provide a more resilient and scalable platform.

Following this review, and as announced on 29 April 2026, the Company has identified a strategic opportunity

to expand its biomass platform by vertically integrating its energy business with a sustainable wood pellet

business, through a Joint venture agreement. Fuelwood is expected to become the primary customer for

energy from the plant, enabling the production and sale of wood pellets alongside energy generation. Cindrigo,

via Kaipola, is also providing support to Fuelwood under a Management Services Agreement, which is

expected to generate approximately €1 million of revenue in 2026.

As part of this joint venture, and to support the Company’s expansion, Cindrigo has entered into binding

agreements with a strategic investor group (the “Investors”) covering a total of just over £11 million in

investments and guarantees. Under the terms of the agreement the Investors will provide approximately £6.7

million in equity funding for Cindrigo at a price of 12 pence per share and contribute a further €3 million into

Fuelwood. Cindrigo will also provide a €1 million development loan to Fuelwood.

In addition, the Investors have also committed up to £2 million under a separate subscription arrangement,

which will be drawn if the Company’s warrants, exercisable up until 31 July 2026, are not exercised. The same

Investor also has the right to subscribe for a further £2 million under a separate investment arrangement.

This funding and joint venture agreement marks a major milestone for our Company and we are now poised

for commercial growth. Through this integrated model, Cindrigo will combine heat and power generation with

biomass production and sales, enabling multiple complementary revenue streams, including heat, power,

pellet sales and management services, while achieving operational, cost and commercial synergies

Fuelwood is targeting an initial production capacity of approximately 80,000 tonnes per annum, with

commissioning now expected by the end of 2026 following delays in funding timelines, and a long-term target

of approximately 400,000 tonnes per annum. At current market prices of approximately €240 per tonne, this

could represents a potential annual revenue of up to approximately €100 million at full capacity. While these

targets remain subject to successful project delivery, we are committed to establishing Fuelwood as one of

Europe’s largest sustainable wood pellet production facilities. Our focus is now on execution, and while the

timing of full operations at Kaipola has been delayed from earlier expectations, primarily due to funding and

off-take arrangements, the integrated approach is expected to enhance overall asset utilisation and support

long-term value creation.

Germany - geothermal

In Germany, the geothermal development continues to progress on the Group’s three geothermal licences

located in the Upper Rhine Valley, a well-established geothermal production region. The Weinheim, Worms

and Eich licences collectively cover approximately 125 km² and have an eventual target capacity of

approximately 300 MW across district heating and electricity generation, with additional potential from lithium

extraction from geothermal brine. Geothermal energy provides reliable baseload renewable power and

remains a core component of the Group’s long-term strategy.

Cindrigo Holdings Limited

CHAIRMAN’S STATEMENT

During the year, all three licences were extended, finalising the Group’s 85% interest in the initial projects.

Development continues on a phased basis, supported by technical work, permitting activities and engagement

with funding partners.

The German regulatory environment remains supportive, with government-backed programmes, including KfW

and associated insurance frameworks, designed to mitigate drilling risk and support geothermal development.

Corporate

A key achievement during the year was the Company’s admission to the Official List of the FCA and to trading

on the Main Market of the London Stock Exchange. This milestone provides a strong platform to broaden the

Company’s investor base and support future capital raising.

The Company was also awarded the London Stock Exchange Green Economy Mark, recognising that a

significant proportion of its activities contribute to the global green economy.

Financial Review

For the year ended 31 December 2025, the Group generated revenue of £263k (2024: £85k) and recorded a

loss for the year of £6,791k (2024: £10,987k). The improvement in the loss position primarily reflects lower

finance costs and the absence of impairment charges in the current year.

Total assets increased to £24,179k (2024: £21,550k), driven mainly by capitalised development expenditure

and an increase in current assets.

Outlook

Looking ahead, I believe Cindrigo is well positioned for growth. The Group benefits from:

 an operationally aligned integrated biomass platform in Finland

 a strategic joint venture structure supporting scale and execution

 a progressing geothermal portfolio in Germany

 strong policy support across Europe for baseload renewable energy

A successful securing of funding and establishment of the Fuelwood joint venture represent a significant step

forward, enabling the transition from development to execution across the Group’s biomass operations.

The Board is now focused on disciplined delivery of this strategy, progressing commissioning and production

in Finland and advancing the geothermal portfolio in Germany, with the objective of building a scalable and

diversified sustainable energy platform.

Forward-Looking Statements

This Chairman’s Statement contains forward-looking statements that reflect the Company’s current

expectations, intentions and projections regarding future events, operational developments, financial

performance and strategic progress. Forward-looking statements are identified by words such as “expects”,

“anticipates”, “intends”, “plans”, “believes”, “targets”, “may”, “will”, “could”, “should” and similar expressions.

These statements are based on a number of assumptions regarding the Group’s present and future business

strategies, the environment in which the Group operates, and the availability of funding and regulatory support.

Forward-looking statements involve known and unknown risks, uncertainties and other factors—many of which

are beyond the control of the Group—that may cause actual results, performance or achievements to differ

materially from those expressed or implied by such statements.

Such factors include, but are not limited to, project development timelines, operational performance, regulatory

approvals, market conditions, financing availability, commodity prices, construction and commissioning risks,

and broader economic conditions.

Cindrigo Holdings Limited

CHAIRMAN’S STATEMENT

Nothing in this statement should be construed as a profit forecast or profit estimate. Forward-looking

statements speak only as at the date of this Annual Report. Except as required by applicable law, the FCA

Listing Rules or the UK Market Abuse Regulation, the Group undertakes no obligation to update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise.

Finally, I would like to thank our employees, partners and shareholders for their continued support during a

year of significant transition for the Group.

Jörgen Andersson

Chairman

Date: 28 April 2026

Cindrigo Holdings Limited

STRATEGIC REPORT

INTRODUCTION

The Directors present their Strategic Report on the Group for the year ended 31 December 2025.

This Strategic Report sets out the Group’s business model and performance, together with the principal and

emerging risks and uncertainties faced by the Group. The Report provides an overview of how the Group’s

renewable energy activities, asset portfolio and development pipeline are aligned with its strategic objectives

and long-term value creation, having regard to the interests of key stakeholders and the broader energy

transition. The information presented should be read in conjunction with the Chairman’s Report and the

consolidated financial statements for the year.

PRINCIPAL ACTIVITY AND BUSINESS MODEL

The Group is a renewable energy developer and producer focused on the ownership, development and

operation of renewable baseload energy assets across Europe. Its principal activities are concentrated on

biomass and geothermal power generation, combining operational infrastructure with a pipeline of

development projects in strategically selected markets.

Following a period of portfolio repositioning, the Group is establishing a focused renewable energy platform

underpinned by development-stage assets. The Group holds a 90 per cent interest in a 110 MW biomass

combined heat and power (“CHP”) plant in Finland. The plant is in the final stages of preparation for commercial

operations. Once operational, capacity is expected to ramp up in phases and will not reach the full 110 MW

output immediately. The asset is expected to represent a significant source of revenue generation for the

Group over time. In addition, the Group holds an 85 per cent interest in Zukunft Geoenergie GmbH (“ZGE”),

which has secured usage rights to three geothermal licenses in the Upper Rhine Valley in Germany, a region

renowned for strong geothermal resources and supportive regulatory and financial frameworks.

The Group’s business model is based on identifying, acquiring and developing high-quality renewable energy

assets with long operating lives and stable cash flow characteristics. The Group seeks to create long-term

value through disciplined capital allocation, technical expertise and strategic partnerships, progressing assets

from development through to operation while retaining flexibility to optimize its portfolio as market conditions

evolve.

BUSINESS REVIEW

On 31 October 2025, the Company completed the admission of its issued and to be issued share capital to

the Official List of the FCA in the UK and to trading in the Equity Shares (Commercial Companies) sector of

the Main Market of the London Stock Exchange.

For the year to 31 December 2025, the Group made a loss £6,791k (2024: loss £10,987k). As at 31 December

2025, the Group had cash resources of £706k (2024: £375k).

The Chairman, in his Report has summarised the activities of the Group during the financial year ended 31

December 2025.

Alternative performance measures

The Group uses certain alternative performance measures (“APMs”) that are not defined or recognised under

IFRS Accounting Standards as adopted by European Union (“EU”). These APMs are presented to provide

additional information about the Group’s underlying financial performance and position. These APM’s are used

by management for internal performance analysis and decision-making. APMs should not be considered in

isolation, or as a substitute for, financial information presented in accordance with IFRS Accounting Standards

as adopted by EU.

The APMs used by the Group are defined below and reconciled to the most directly comparable IFRS

Accounting Standards as adopted by EU measures for both the current and prior year.

EBITDA: Operating result before interest costs, taxation, depreciation and amortisation. Management uses

EBITDA as a measure of the Group’s underlying operating performance, as it removes the effects of financing

decisions and non-cash charges.

Adjusted EBITDA: EBITDA further adjusted to exclude share-based payment charges, one-off listing costs and

foreign exchange gains or losses. Management believes Adjusted EBITDA provides a clearer view of the

underlying recurring operating performance of the Group by excluding items that are non-cash (share based

payments), non-recurring (one-off listing costs / impairment of non-financial assets) and driven by factors

Cindrigo Holdings Limited

STRATEGIC REPORT

outside the control of the Group (foreign exchange movements).

Adjusted EBITDA enables more consistent and meaningful comparison of performance between reporting

periods.

Net Debt / (Net Cash): Total borrowings less cash and cash equivalents. Management uses net debt as a

measure of the Group’s financial leverage and overall balance sheet strength.

The table below reconciles each APM to the closest IFRS Accounting Standards as adopted by EU measure:

Year ended

31 Dec 2025

£’000

Year ended

31 Dec 2024

£’000

IFRS Accounting

Standards as

adopted by EU

Reference

EBITDA Reconciliation

Loss before income tax

(6,850)

(11,457)

Consolidated Statement

of Comprehensive

Income

Add back:

Interest costs

956

835

Note 24

Depreciation, amortisation and

impairment

229

Consolidated Statement

of Comprehensive

Income

EBITDA

(5,665)

(10,529)

Adjusted EBITDA Reconciliation

EBITDA (as above)

(5,665)

(10,529)

Add back:

One off listing costs

1,020

223

Note 9

Termination benefits

Note 9

Share based payments

(33)

674

Note 9

Loan arrangement fees

1,553

Note 9

Fair value (gains) / losses

2,856

Note 10

Impairment of financial assets

107

(25)

Note 11

Impairment of non-financial assets

4,447

Note 11

Loss on loss of control of subsidiary

1,066

Note 11

Foreign exchange losses / (gains)

(17)

Note 9

Adjusted EBITDA

(1,634)

(2,608)

Net Debt Reconciliation

Cash and cash equivalents

706

375

Consolidated Statement

of Financial Position

Less:

Borrowings (current and non-current)

(9,352)

(10,980)

Note 21

(Net Debt) / Net Cash

(8,646)

(10,605)

Cindrigo Holdings Limited

STRATEGIC REPORT

PRINCIPAL AND EMERGING RISKS

The Board has considered its risk appetite across the key risk categories facing the Group, having regard to

the UK Corporate Governance Code (January 2024) (Provisions 29–30). The Board’s risk appetite is set out

below and forms the framework within which risks are assessed, managed and reported.

Risk Category

Risk Appetite

Rationale

Strategic /

Development

Moderate – High

The Group accepts meaningful development risk as core

to its business model, provided exposure is managed

through phasing and insurance.

Operational

Moderate

Operational disruption and financing delays at the

Kaipola Plant directly impacts revenue; the Group seeks

to minimise this through diversification and contingency

planning.

Financial / Funding

Moderate – High

The Group has limited financial resources as at the

balance sheet date, with the funding risk being the

primary constraint on execution or operational and

development plans, however this is actively managed

Regulatory /

Environmental

Very Low

Regulatory breach or environmental incidents are

unacceptable given reputational and licence-to-operate

consequences

Currency

Moderate

Some FX exposure is inherent in operating across

multiple currencies, however is actively managed.

There are a number of risks associated with entities focused on renewable energy generation projects. The

Board regularly reviews the risks to which the Group is exposed and endeavours to minimise them as far as

possible. The principal risks and uncertainties facing the Group are described below, together with an

assessment of likelihood and impact (High/Medium/Low), the current trend, applicable mitigations and linkage

to the Group’s Viability Statement and stress-test scenarios.

It should be noted that the list is not exhaustive and that other risk factors not presently known or currently

deemed immaterial may become relevant.

Risk

Description

Likelihood

Impact

Trend

Mitigation

Operational

Risks for the

Kaipola Plant

The success of the

Kaipola Plant depends

on a continuous supply

of biomass and reliable

energy off-takers.

Additionally, all

biomass feedstock is

initially likely to be

dependent on one

supplier, increasing the

potential operation cost

and revenue risk.

A three month supply

interruption is

estimated to reduce

Group’s revenue by

approximately £2m

and have a

corresponding adverse

impact on cash flows.

Medium

High

Stable

The Group is

securing long-term

biomass supply and

energy offtake

agreements while

progressing supplier

diversification to

reduce counterparty

reliance.

Contingency

measures, including

alternative sourcing

and inventory

management, are in

place, and the risk is

monitored and

incorporated into

viability stress

testing.

Cindrigo Holdings Limited

STRATEGIC REPORT

Risk

Description

Likelihood

Impact

Trend

Mitigation

Early stage

development

risks

No assurances that a

commercially viable

geothermal energy

resource may be

discovered in the

German licence areas.

Abortive drilling costs

could be material,

partially mitigated by

insurance covering

approximately 30-70%

of drilling costs,

coverage is subject to

project-specific

approval and may not

apply to the full

estimated well cost.

[Source :

https://www.kfw.de/About-

KfW/Newsroom/Latest-

News/Pressemitteilungen-

Details_875520.html ]

Medium

High

Reducing

The Group has

engaged

experienced

geothermal

specialists and

retains flexibility to

adapt development

plans or redeploy

capital as needed.

Government support

schemes, including

BEW and KfW

programmes, are

expected to provide

concessional

financing and partial

insurance coverage.

The risk is monitored

and incorporated into

viability stress

testing, including

funding and project

delay scenarios.

Reliance on

industry

participants

and availability

of partners

The Group relies on

suppliers, contractors

and joint venture

parties for execution

and financing its

operations.

Third party credit risk

and operational delays

could adversely affect

future cash flows.

Medium

High

Stable

The Group works

with established

counterparties and

continues to assess

and engage

additional partners

where appropriate.

Counterparty

performance is

monitored, and

alternative suppliers

are considered

where practicable.

Environmental

risk

The Group’s

operations in Finland

and Germany are

subject to

environmental permits,

emissions standards,

land use consents, and

sector-specific

regulations. Breaches

(e.g., Kaipola

emissions limits or land

disturbance in

Germany) could lead

to financial penalties,

remediation costs,

operational

suspension, or

reputational damage.

Medium

High

Increasing

Environmental

compliance is

overseen at Board

level, with policies

reviewed annually.

Cindrigo Holdings Limited

STRATEGIC REPORT

Risk

Description

Likelihood

Impact

Trend

Mitigation

Changes in

laws,

regulations

and

guidelines

Operations across the

UK, Finland, and

Germany are subject to

laws and regulations

that may change

unexpectedly,

potentially delaying

operations or affecting

project economics.

Medium

Stable

The Group monitors

the laws, regulations,

and guidelines

relevant to the Group

so that it is able to

respond as quickly

as it can to changes

that may both

negatively and

positively impact the

operations of the

Group.

Legal and regulatory

advisers engaged in

each market.

Funding risk

The Group’s projects

require significant

upfront capital,

specifically the

German Geothermal

drilling.

There is no guarantee

of securing adequate

funding on acceptable

terms.

High

Increasing

The Group is

pursuing multiple

funding sources,

including equity,

debt, and strategic

partnerships, while

monitoring progress

and timelines to

address potential

funding gaps.

Currency risk

Fluctuations in

exchange rates,

principally between the

British pound and

Euro, can impact the

Group’s earnings and

cash flows. FX losses

of £24k were recorded

in 2025 (2024: gain

£17k). A stronger Euro

relative to the pound

could materially affect

results, financial

condition, and liquidity.

Medium

Increasing

The Group mitigates

its Euro-currency

exposure by

maintaining a

dedicated Euro bank

account with early

transfers of Euro

inflows to match

Euro outflows.

Net open euro

position closely

monitored.

Market

conditions

General economic

conditions, including

interest rates and

inflation, may affect

project economics and

the Group’s ability to

raise capital or secure

offtake agreements at

acceptable prices.

The Group also faces

competition from

better-resourced

organisations.

Medium

Stable

The Board considers

and reviews all

market conditions to

try and mitigate any

risks that may arise

from these.

Cindrigo Holdings Limited

STRATEGIC REPORT

Risk

Description

Likelihood

Impact

Trend

Mitigation

Key personnel

risk

The Group depends on

a small number of key

individuals. Loss of key

personnel could

materially affect

execution of the

business plan and

investor confidence.

Low

High

Stable

Remuneration

Committee

evaluating

competitive

compensation and

incentive schemes.

Long-term incentive

plan under

consideration.

Succession planning

to be developed as

part of Nomination

Committee

framework.

Emerging Risks

In addition to the principal risks above, the Board has identified the following emerging risks which are not yet

considered to meet the threshold of a principal risk but are actively monitored:

 Physical climate risk: Changes in biomass availability arising from changing weather patterns in

Northern Europe could affect feedstock supply and cost at the Kaipola Plant over the medium term.

The Group is developing its climate risk assessment framework (see TCFD disclosure in the Corporate

Governance Report).

 Energy market reform: Evolving European energy market regulation, including potential changes to

biomass sustainability criteria under the EU Renewable Energy Directive (RED III), could affect the

Kaipola Plant’s regulatory and commercial position. The Group actively monitors regulatory

developments in Finland and at EU level.

 Geopolitical risk: Continued geopolitical instability in Central and Eastern Europe and the Middle East

may affect energy prices, supply chains and the availability of project financing in the Group’s

operating markets.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Note 4 of the consolidated financial statements details the financial risk factors affecting the Group and

summarises the Group’s policies for mitigating such risks through holding and issuing financial instruments.

These policies have been followed during the current and prior year.

ON BEHALF OF THE BOARD

Lars Guldstrand

CEO

28 April 2026

Cindrigo Holdings Limited

DIRECTORS’ REPORT

The Directors present their report, together with the audited consolidated financial statements, for the year ended 31

December 2025.

COMPANY INFORMATION

The Company is a publicly listed company incorporated and domiciled in Guernsey. Its registered office is at the

Ground Floor, Plaza House, Admiral Park, St Peter Port, Guernsey, GY1 2HU.

The Company’s Ordinary Capital was admitted to the Official List of the FCA in the UK and to trading on the Equity

Shares (Commercial Companies) sector of the Main Market of the London Stock Exchange on 31 October 2025 such

admission, was complemented by an issue of shares to raise gross proceeds of £2,040k.

The Company’s principal activity is focused on renewable energy, waste to energy and the biomass energy sectors.

RESULTS AND DIVIDENDS

For the year to 31 December 2025, the Group made a loss £6,791k (2024: loss £10,987k).

The Directors do not recommend the payment of a dividend (2024: £Nil).

The Directors believe the Company should seek to generate capital growth for its Shareholders and may recommend

distributions at some future date when it becomes commercially prudent to do so, having regard to the availability of

the Company’s distributable profits and the retention of funds required to finance future growth.

DIRECTORS’ AND OFFICERS’ INDEMNITY INSURANCE

During the financial year, the Group maintained insurance cover for its Directors and Officers under a Directors’ and

Officers’ liability insurance policy. The Group has not provided any qualifying indemnity cover for the Directors.

BUSINESS REVIEW, FUTURE DEVELOPMENTS AND KEY PERFORMANCE INDICATORS

A review of the business, future developments and key performance indicators are outlined in the Chairman’s Report

and the Strategic and Corporate Governance Report.

DIRECTORS AND DIRECTORS’ INTERESTS

The Directors who held office during the year under review, and as at the date of this report, were as follows:

Jörgen Andersson Independent Non-Executive Chairman

Lars Guldstrand Director & Chief Executive Officer

Dag Andresen Director & Chief Financial Officer

Mustaq Patel – resigned 12 December 2025 Executive Director

Johan Glennmo Non-Executive Director

Alan Boyd Independent Non-Executive Director

Jack Clipsham – appointed 15 April 2025 Independent Non-Executive Director

The board comprises a range of skills and experience that complement the strategic directors of the Group and

whose profiles are detailed below:

Jörgen Andersson – Independent Non-Executive Chairman (Senior Independent Director)

Jörgen Andersson brings extensive experience in the energy sector spanning both business and public policy. He

previously served as Chairman of Vattenfall AB, the Swedish state-owned multinational power company, and as a

board member of Sydkraft, now part of E.ON SE. He served as Mayor of Halmstad City from 1976 to 1994 and as a

member of the Swedish government, holding the role of Minister of Energy and Interior from 1994 to 1999. Prior to

his appointment to the Board of Cindrigo Holdings, he served as Chairman of Cindrigo Energy.

Share and option holding not considered material, no connection to major shareholders and not involved in the day

to day management of the Group hence considered independent.

Cindrigo Holdings Limited

DIRECTORS’ REPORT

Lars Guldstrand – Director & Chief Executive Officer

Lars Guldstrand has more than 35 years of executive and international investing experience in the energy,

technology, telecom and media sector. He has held executive positions in private and public companies across

Europe, the United States, the Middle East and Africa, including as CEO of Eniro AB (publ) and CEO of KMW

Renewable AB. He is currently serving as the Chairman of Ellge Kapital I Stockholm AB and Bergasols

Stiftelse.

Mr Guldstrand holds a Master of Business Administration from California Coast University.

Dag Andresen – Director & Chief Financial Officer

Dag Andresen has over 25 years of senior corporate and banking experience. He has previously served as

Group CFO and First Senior Executive Vice President of Vattenfall (Sweden), Executive Vice President & CFO

at Vestas Wind Systems A/S (Denmark) and Head of Nordea Bank Business Area Transaction and Finance

Banking and Group Chief Audit Executive. Mr Andresen was a director of CEL from its establishment to its

dissolution.

Johan Glennmo – Non-Executive Director

Johan Glennmo has over 25 years of leadership experience in technology, business development, and

entrepreneurship. He currently serves as Chairman of Danir AB, having previously served as its President

from 2012 to 2021, and has held senior roles at Epsilon AB where he oversaw multiple subsidiaries and

managed IT operations. He has been a director of over 30 companies spanning technology, energy, and

property and sports management. Mr Glennmo holds a Bachelor of Science in Business Economics and

Computer Science from the University of Tampa.

Alan Boyd – Independent Non-Executive Director

Alan Boyd has over 45 years of experience in technology, media and intellectual property across start-up,

high-growth and publicly listed companies in Europe, America, Australia and Asia. As the 32nd employee at

Microsoft, he served as its first Manager of Product Development reporting directly to Bill Gates, playing a key

role in launching products including Microsoft Office, MS-DOS and Windows. Following his time at Microsoft,

he has advised government agencies in the USA and China, co-founded smart city and technology companies,

and served as an Expert Witness to the US Treasury Department. He is currently Founder and Chairman of

Metadventures Global, a venture capital firm focused on WEB3 technologies.

No shareholding and option holding not considered material, no connection to major shareholders and not

involved in day to day management of the Group hence considered independent.

Jack Clipsham – Independent Non-Executive Director – appointed 15 April 2025

Jack Clipsham is a corporate finance specialist with over 35 years of experience across advisory and

transaction services, including strategic development, M&A, private equity and over 40 Capital Market IPOs

as Reporting Accountant. He has held senior roles at BDO, Mazars and Kreston Reeves, and is currently

Senior Advisor to K3 Advantage. He has also served as Group CFO of a Med-Tech business and as Non-

Executive Director and Audit Committee Chair of Totally Plc, an AIM-listed healthcare group.

No shareholding or option holding, no connection to major shareholders and not involved in day to day

management of the Group hence considered independent.

Mustaq Patel – Executive Director - resigned 12 December 2025

Mustaq Patel has served as a Director of the Company since August 2020 until his resignation on 12 December

2025 He has a background in mergers and acquisitions and corporate legal affairs, having acted for major

clients including Hewlett Packard, Ford Motor Company and the Royal Bank of Scotland, and previously served

as Head of Corporate and Legal Affairs at Jumar Holdings Ltd. He also spent two years working for the

Government of Brunei on asset recovery and restructuring for the Brunei Investment Agency, and has served

as an advisor to the World Health Organisation. Mr Patel holds a Business Studies Degree and CPE Legal

Exams from the University of West London.

The beneficial interests of the Directors who held office at 31 December 2025 and their connected parties in

the share capital of the Company is included in the Remuneration Report on pages 22 to 27.

Cindrigo Holdings Limited

DIRECTORS’ REPORT

SUBSTANTIAL SHAREHOLDERS

The Company has been notified of the following interests of 5 per cent or more in its issued share capital as 2

April 2026.

Number of

Ordinary shares

Percentage of

holding

Danir AB

91,238,731

27.49%

Lars Guldstrand

17,892,615

5.39%

It is noted no movement in number of shares held by the parties above since Admission.

DIRECTORS’ REMUNERATION

Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 22 to 27.

POST REPORTING DATE EVENTS

Details of post reporting date events are disclosed in Note 34 of the consolidated financial statements.

ENVIRONMENTAL AND SOCIAL GOVERNANCE (“ESG”) AND STREAMLINED ENERGY AND CARBON

REPORTING

This is referred to in the Corporate Governance Report on pages 28 to 36.

POLITICAL AND CHARITABLE CONTRIBUTIONS

No charitable or political donations were made in the 2025 financial year.

GOING CONCERN

The consolidated financial statements have been prepared on the assumption that the Group will continue as

a going concern. Under this assumption, the Group is considered to be operating for the foreseeable future,

with no intention or requirement to liquidate, cease trading, or seek protection from creditors under any

applicable laws or regulations.

In evaluating the appropriateness of the going concern assumption, the Directors have considered all relevant

information available for the foreseeable future, being a period of at least twelve months from the date of

approval of these consolidated financial statements, based on forecast cash flows through April 2027.

The Directors’ assessment of the Group’s ability to continue as a going concern involves significant judgement,

particularly in relation to funding availability, project execution timelines and the timing of future cash inflows.

As at the date of approval of these consolidated financial statements, the Group have secured funding

commitments and guarantees in the amount of approximately £11.3 million.

o £6.7 million equity investment into Cindrigo at a price of 12 pence per share.

o €3 million been secured for the Fuelwood joint venture, this amount plus a €1 million development loan

from Cindrigo, a total of €4 million which is sufficient to support Fuelwoods establishment and initial

operational phase.

o Up to £2 million under a separate subscription arrangement, which will be drawn if the Company’s

warrants due for exercise at the end of July are not exercised.

No cash has been received in respect of these arrangements as of publishing of the Annual Report, cash for

the equity investment and Fuelwood is expected to be received during May 2026, and any potential cash

related to the Warrant guarantee would be expected in August 2026.

As such, the timing of receipt of these funds is a key assumption underpinning the Directors’ assessment of

the Group’s ability to continue as a going concern.

Cindrigo Holdings Limited

DIRECTORS’ REPORT

The Directors have prepared detailed cash flow forecasts through to April 2027, reflecting the Group’s

expected funding inflows, expected operating costs and development plans. These forecasts indicate that the

Group has sufficient financial resources to meet its obligations as they fall due for at least twelve months from

the date of approval of these financial statements.

The Directors have also performed reverse stress testing on the cash flow forecasts to assess the level of

downside required to exhaust available liquidity. This analysis incorporated severe but plausible assumptions,

including delays in the commencement of production at Kaipola, and the removal of any proceeds from the

exercise of warrants. Under this combined downside scenario, the Group continues to maintain a positive cash

position throughout the going‑concern assessment period and is able to meet its obligations as they fall due.

The Directors’ objective in managing capital is to safeguard the Group’s ability to continue as a going concern

in order to provide returns for shareholders and benefits for other stakeholders. At the date of this financial

information, the Group has been financed through a combination of equity and convertible notes. Going

forward, the capital structure of the Group is expected to consist of convertible notes and equity attributable to

equity holders of the Group, comprising issued share capital and reserves.

Based on the above assessment, the Board do not believe that there are any material uncertainties that may

cast significant doubt on the Group’s ability to continue as a going concern.

Accordingly, the Directors consider that the going concern basis of preparation remains appropriate.

PROVISION OF INFORMATION TO THE AUDITOR

The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are

individually aware, there is no relevant audit information of which the Company’s auditor is unaware; and each

Director has taken all the steps that they ought to have taken as Director to make themselves aware of any

relevant audit information and to establish that the auditor is aware of that information.

AUDITOR

Grant Thornton Limited have expressed their willingness to continue in office and a resolution to re-appoint

them will be proposed at forthcoming annual general meeting.

ANNUAL GENERAL MEETING

This report and the consolidated financial statements will be presented to shareholders for their approval at

the Company’s Annual General Meeting (“AGM”). The Notice and date of the AGM will be notified to the

shareholders on the website and through an RNS.

CORPORATE GOVERNANCE

A report on Corporate Governance can be found in the Corporate Governance Report on page 28 to 36 of

these consolidated financial statements. The Corporate Governance Report forms part of this directors’ report

and is incorporated into it by cross reference.

WEBSITE PUBLICATION

The Directors are responsible for ensuring the annual report and the consolidated financial statements are

made available on its website. The consolidated financial statements are published on the Company’s website

in accordance with legislation in Guernsey governing the preparation and dissemination of consolidated

financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of

the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the

ongoing integrity of the consolidated financial statements contained therein.

LISTING RULES COMPLIANCE

The Company has complied, so far as it is aware, with the applicable requirements of the UK Listing Rules

during the period from admission to the Main Market of the London Stock Exchange on 31 October 2025 to 31

December 2025.

In accordance with UKLR 6.6.1, the Company confirms that no unaudited financial information was published

during this period which is required to be disclosed under UKLR 6.2.23R.

Cindrigo Holdings Limited

DIRECTORS’ REPORT

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the annual report and the consolidated financial statements in

accordance with applicable law and regulations.

The Companies (Guernsey) Law, 2008 (as amended) requires the directors to prepare consolidated financial

statements for each financial year. Under that law the directors have elected to prepare the consolidated

financial statements in accordance with IFRS Accounting Standards as adopted by the EU and applicable law.

Under Companies (Guernsey) Law, 2008 (as amended), the directors must not approve the consolidated

financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

Group and of the profit or loss for that period. In preparing these consolidated financial statements, the directors

are required to:

 Select suitable accounting policies and apply them consistently;

 Make judgements and estimates that are reasonable and prudent;

 State whether applicable accounting standards have been followed, subject to any material departures

disclosed and explained in the consolidated financial statements; and

 Prepare the consolidated financial statements on a going concern basis unless it is inappropriate to

presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the Group 's transactions and disclose with reasonable accuracy at any time the financial position of the Group

and enable them to ensure that the consolidated financial statements comply with the Companies (Guernsey)

Law, 2008 (as amended).

They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities. They are further responsible for ensuring that the

Directors' Report and other information included in the Annual Report and Consolidated Financial Statements

is prepared in accordance with applicable law in Guernsey.

The maintenance and integrity of the Company’s website is the responsibility of the Directors.

The consolidated financial statements, prepared in accordance with the applicable set of accounting standards,

give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the

undertakings included in the consolidation taken as a whole.

DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO DISCLOSURE AND TRANSPARENT

RULES

Each of the Directors, whose names and functions are listed on page 17 confirm that, to the best of their

knowledge:

 The Consolidated Financial Statements are prepared in accordance with IFRS Accounting Standards

as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and profit

/ (loss) of the Group as required by DTR 4.1.12R; and

 the Annual Report (comprising the At a Glance, Chairman’s Statement, the Strategic Report, the

Directors’ Report and other Committee Reports), includes a fair review of the development and

performance of the business and the position of the Group at the end of the year, together with a

description of the principal risks and uncertainties that the Group faces, as required by DTR 4.1.8R

and DTR 4.1.9R.

This report was approved and authorised for issue by the board on 28 April 2026 and signed on its behalf by:

Lars Guldstrand

Director & CEO

Date: 28 April 2026

Cindrigo Holdings Limited

DIRECTORS’ REMUNERATION REPORT

The Company has established a Remuneration Committee which is responsible for reviewing, determining

and recommending to the Board the future policy for the remuneration of the directors, the scale and structure

of the directors’ fees, taking into account the interests of shareholders and the performance of the Company

and directors.

The items included in this report are unaudited unless otherwise stated.

STATEMENT OF CINDRIGO HOLDINGS LIMITED’S POLICY ON DIRECTORS’ REMUNERATION BY THE

CHAIRMAN OF THE REMUNERATION COMMITTEE, ALAN BOYD.

As Chairman of the Remuneration Committee, I am pleased to introduce our Directors’ Remuneration Report.

One of the Remuneration Committee’s aims is to provide clear, transparent remuneration reporting for our

shareholders which adheres to the best practice corporate governance principles that are required for listed

organisations.

A key focus of the Directors’ Remuneration Policy is to maintain levels of remuneration that attract, motivate,

and retain directors and senior executives of the highest calibre, who can leverage their experience to

successfully deliver industry leading performance with the Company’s long-term operational strategy.

The key activities of the Remuneration Committee are:

 to determine and agree with the Board the framework or broad policy for the remuneration of the

Company's chairman, chief executive, the executive directors, the company secretary and such other

members of the executive management as it is designated to consider. The remuneration of non-

executive directors shall be a matter for the chairman and the executive members of the Board. No

director or manager shall be involved in any decisions as to their own remuneration;

 in determining such policy, take into account all factors which it deems necessary including relevant

legal and regulatory requirements, the provisions and recommendations of the UK Corporate

Governance Code (the "Code") and associated guidance. The objective of such policy shall be to

ensure that members of the executive management of the Company are provided with appropriate

incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded

for their individual contributions to the success of the Company;

 to recommend and monitor the level and structure of remuneration for senior management;

 when setting remuneration policy for directors, review and have regard to the remuneration trends

across the Company;

 review the on-going appropriateness and relevance of the remuneration policy;

 within the terms of the agreed policy and in consultation with the chairman and/or chief executive, as

appropriate, determine the total individual remuneration package of the chairman, each executive

director, company secretary and other designated senior executives including bonuses, incentive

payments and share options or other share awards;

 obtain reliable, up-to-date information about remuneration in other companies. To help it fulfil its

obligations the Committee shall have full authority to appoint remuneration consultants and to

commission or purchase any reports, surveys or information which it deems necessary, within any

budgetary restraints imposed by the Board;

 be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the

terms of reference for any remuneration consultants who advise the Committee;

 approve the design of, and determine targets for, any performance related pay schemes operated by

the Company and approve the total annual payments made under such schemes;

 review the design of all share incentive plans for approval by the Board and shareholders. For any

such plans, determine each year whether awards will be made, and if so, the overall amount of such

awards, the individual awards to executive directors, company secretary and other designated senior

executives and the performance targets to be used;

 determine the policy for, and scope of, pension arrangements for each executive director and other

designated senior executives;

Cindrigo Holdings Limited

DIRECTORS’ REMUNERATION REPORT

 ensure that contractual terms on termination, and any payments made, are fair to the individual, and

the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

 oversee any major changes in employee benefits structures throughout the Company; and

 agree the policy for authorising claims for expenses from the directors.

MEMBERS

Name

Position

Date of appointment

Alan Boyd

Chair

23/10/2025

Jack Clipsham

Member

23/10/2025

Johan Glennmo

Member

23/10/2025

Jörgen Andersson

Member

23/10/2025

REMUNERATION COMPONENTS

The Company remunerates Directors in line with best market practice in the industry in which it operates. The

components of Director Remuneration that are considered by the Board for the remuneration of Directors

consist of:

 Base salaries;

 Annual bonus; and

 Share incentive arrangements.

All such contracts impose certain restrictions as regards the use of confidential information and intellectual

property and they impose restrictive covenants which apply following the termination of their agreements.

There are no planned changes to future remuneration policy as at the date of signing this Report.

OTHER MATTERS

In 2024 the Board of Directors of the Company approved a resolution to create a share option plan (the “Plan”)

and also approved the rules of the Plan. The maximum number of shares in respect of which options can be

granted was set at 20,000,000 Ordinary Shares. The maximum number of options granted to one party is

7,500,000.

The Group does not yet have a Long-Term Incentive Plan (“LTIP”) in place, however may look to implement

one in the future that would define certain performance measures and criteria, including a range of key

performance indicators (“KPI’s”) that would be linked to the long-term strategy of the Group.

The Company does not have any pension plans for any of the Directors and does not pay pension amounts in

relation to their remuneration. The Company has not paid any excess retirement benefits to any current or past

Directors. The Company provides no pension benefits for any director or employee.

RECRUITMENT POLICY

Base salary levels take into account market data for the relevant role, internal relativities, their individual

experience and their current base salary. Where an individual is recruited at below market norms, they may

be realigned over time, subject to performance in the role. Benefits will generally be in accordance with the

approved policy. For external and internal appointments, the Board may agree that the Company will meet

certain relocation and/or incidental expenses as appropriate.

Cindrigo Holdings Limited

DIRECTORS’ REMUNERATION REPORT

SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

The terms of all the Directors’ appointments are subject to their re-election by the Company’s shareholders at

Annual General Meetings at which certain of the Directors will retire on a rotational basis and may offer

themselves for re-election.

The services of both Executive Directors are provided by service companies through service agreements in

addition the executive directors have a letter of appointments as directors of the Company, whilst the Non-

executive Directors of the Company are appointed by letters of appointment.

The Non-Executive Chairman’s term of office runs for an initial period of two years, whilst the remaining Non-

Executive Director’s term of office runs for an initial period of four years and thereafter, with the approval of

the Board, will continue subject to periodic retirement and re-election or termination or retirement in accordance

with the terms of the letters of appointment. The details of each Director’s current terms are set out below:

Name

Date of appointment

Notice period

by Company

Notice period

by Director

Salary

Service Agreements

Lars Guldstrand

10 June 2021

6 months

3 months

£180,000 pa

Dag Andresen

17 October 2024

3 months

£30,000 pa

Mustaq Patel

10 June 2021

6 months

3 months

£96,000 pa

Letters of Appointment

Lars Guldstrand

22 October 2021

6 months

3 months

£15,000 pa

Mustaq Patel

7 September 2020

6 months

3 months

£15,000 pa

Dag Andresen

2 November 2020

1 month

£15,000 pa

Jorgen Andersson

7 April 2021

1 month

£22,000 pa

Johan Glennmo

25 March 2024

3 months

£15,000 pa

Alan Boyd

27 June 2024

3 months

£15,000 pa

Jack Clipsham

15 April 2025

3 months

£15,000 pa

Effective from 1 January 2021

Effective from 1 November 2023

Effective from 1 November 2021

Resigned on 12 December 2025. In connection with the resignation, total compensation paid of £56,500,

comprising £7,500 in lieu of six months’ director fees, £48,000 in lieu of six months’ notice under the terms of

their service agreement, and an ex-gratia payment of £1,000.

PAYMENT FOR LOSS OF OFFICE

There are no existing or proposed service agreements between any of the Directors and the Company

providing for benefits upon termination of employment, save as disclosed above.

Cindrigo Holdings Limited

DIRECTORS’ REMUNERATION REPORT

DIRECTORS’ REMUNERATION

Directors’ remuneration includes fees and consultancy charges paid either directly to the director or to service

companies controlled by the director, in accordance with contractual arrangements. Consultancy fees

represent payments for services provided under separate consultancy agreements with those entities. These

payments do not constitute employment income. Board duties were primarily performed in Guernsey or via

virtual meetings. The remuneration attributable to Directors, including amounts paid to director-related service

companies under contractual arrangements, for the year ended 31 December 2025 is set out below:

Director

Directors

fees

Payment

made on

resignation

Bonus

Share based

payments

Consultant

fees

Total

Executive Directors

Lars Guldstrand

15,000

37,500

116,182

180,000

348,682

Dag Andresen

15,000

20,000

35,891

30,000

100,891

Mustaq Patel

12,944

56,500

20,000

31,691

90,839

211,974

Non-Executive Directors

Jorgen Andersson

22,000

10,000

36,873

68,873

Johan Glennmo

15,000

5,000

7,691

27,691

Alan Boyd

15,000

5,000

7,691

27,691

Jack Clipsham

10,625

5,000

15,625

105,569

56,500

102,500

236,019

300,839

801,427

Resigned on 12 December 2025.

The remuneration attributable to Directors, including amounts paid to director-related service companies under

contractual arrangements, for the year ended 31 December 2024 is set out below:

Director

Directors

fees

Short term

employee

benefits

Bonus

Share based

payments

Consultant

fees

Total

Executive Directors

Lars Guldstrand

15,000

1,734

450,000

285,818

175,000

927,552

Dag Andresen

15,000

76,309

35,000

141,309

Mustaq Patel

15,000

76,309

86,350

192,659

Non-Executive Directors

Jorgen Andersson

22,000

230,000

127,527

379,527

Johan Glennmo

11,250

5,000

6,709

22,959

Alan Boyd

7,500

5,000

6,709

19,209

Jack Clipsham

85,750

1,734

720,000

579,381

296,350

1,683,215

There were no performance measures associated with any aspect of Directors’ remuneration during the year.

Cindrigo Holdings Limited

DIRECTORS’ REMUNERATION REPORT

PAYMENTS TO PAST DIRECTORS

A payment of £6,000 was made during the year to a former Director, Jordan Oxley, in accordance with his

service agreement. Mr Oxley resigned on 25 March 2024 (2024: £nil).

DIRECTORS’ INTERESTS IN SHARES

The Group has no Director Shareholder requirements.

The beneficial interest of the Directors in the Ordinary Share Capital of the Group was:

Number

2025

Percentage of

issued share

capital

2025

Number

2024

Percentage of

issued share

capital

2024

Lars Guldstrand

17,892,615

5.39

14,702,845

6.84

Dag Andresen

662,593

0.20

250,000

0.12

Jorgen Andersson

6,980,078

2.10

6,980,078

3.25

Johan Glennmo

83,334

0.03

Alan Boyd

83,334

0.03

25,701,954

7.74

21,932,923

10.21

The Directors held the following options at the beginning and end of the year:

Director

At 31

December 2025

Exercise

price £

Vesting date

Latest date of

exercise

Lars Guldstrand

3,000,000

0.05

01-Oct-24

10 Years from plan

2,500,000

0.05

01-Jun-25

10 Years from plan

2,000,000

0.05

01-Jan-27

10 Years from plan

Dag Andresen

750,000

0.05

01-Oct-24

10 Years from plan

700,000

0.05

01-Jun-25

10 Years from plan

700,000

0.05

01-Jan-27

10 Years from plan

Mustaq Patel

750,000

0.05

01-Oct-24

10 Years from plan

700,000

0.05

01-Jun-25

10 Years from plan

700,000

0.05

01-Jan-27

10 Years from plan

Forfeited on resignation

(700,000)

Jorgen Andersson

1,500,000

0.05

01-Oct-24

10 Years from plan

1,000,000

0.05

01-Jun-25

10 Years from plan

400,000

0.05

01-Jan-27

10 Years from plan

Johan Glennmo

150,000

0.05

01-Jun-25

10 Years from plan

150,000

0.05

01-Jan-27

10 Years from plan

Alan Boyd

150,000

0.05

01-Jun-25

10 Years from plan

150,000

0.05

01-Jan-27

10 Years from plan

14,600,000

Cindrigo Holdings Limited

DIRECTORS’ REMUNERATION REPORT

RELATIVE IMPORTANCE OF SPEND ON PAY

The table below illustrates the year-on-year change in total remuneration compared to distributions to

shareholders and operational cash flow for the financial years ended 31 December 2025 and 2024:

Distributions to

shareholders

Total directors and

employee pay

Operational cash

outflow

Year ended 31 December 2025

Nil

£779k

£2,529k

Year ended 31 December 2024

Nil

£918k

£1,373k

Total employee pay includes wages and salaries, social security costs and pension costs for employees in

continuing operations. Further details on employee remuneration are provided in note [x]. Operational cash

outflow has been shown in the table above as cash flow monitoring and forecasting is an important

consideration for the Remuneration Committee and Board of Directors when determining cash-based

remuneration for directors and employees.

HISTORICAL SHARE PRICE PERFORMANCE COMPARISON

The Directors have considered the requirement for a UK performance graph comparing the Company’s relative

shareholder return with that of a comparable indicator and have concluded that it would not give a meaningful

comparison as the Company has only been trading on the London Stock Exchange since 31 October 2025.

CONSIDERATION OF SHAREHOLDER VIEWS

The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback,

plus any additional feedback received from time to time, is considered as part of the Company’s annual policy

on remuneration.

Alan Boyd

Director & Chair of Remuneration Committee

Date: 28 April 2026

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

PRINCIPLES OF CORPORATE GOVERNANCE

Cindrigo Holdings Limited is a Guernsey-registered company, trading in the Equity Shares (Commercial

Companies) category of the main market of the London Stock Exchange. As a result, the UK Corporate

Governance Code (January 2024), (the Code”), published by the Financial Reporting Council does apply to

the Company.

The Directors recognise the importance of effective corporate governance and are committed to maintaining

high standards of corporate governance and have, so far as is practicable given the Company’s size and

nature, adopted and complied with (and will continue to comply with) the UK Code on a comply or explain

basis. The UK Code is available in the Financial Reporting Council’s website, www.frc.or.uk.

Our goal is to align our governance framework with the revised Code to the greatest extent possible, taking

into account our financial and personnel constraints as a small company. We believe that a robust governance

structure is crucial for our ongoing success and are dedicated to making continuous improvements in this area

as resources allow.

Comply or Explain Dashboard

As noted above, the Group applies the UK Corporate Governance Code (January 2024) on a comply-or-

explain basis. The table below sets out each provision where we depart from the Code, our rationale,

mitigations and the time frame to achieve compliance:

UK Code Provision

Status

Rationale

Mitigating Actions

Target Date

Provision 17-20

Nomination Committee,

skills disclosure

Explain

No Nomination

Committee exists.

Given the Company's

size, nominations are

considered by the full

Board.

No formal succession

plan or board skills

matrix was disclosed.

Board will constitute a

Nomination Committee

when size justifies it.

A skills matrix and

succession plan will be

formulated and

published from FY26.

Nomination

Committee:

review by

H1 2027;

Skills matrix:

FY26

Annual

Report

Provision 21 – Board

evaluation

Explain

No formal evaluation

was undertaken in FY25

given the Company only

listed on 31 October

2025.

The Board considered

this impractical given the

transitional period.

An internal Board

evaluation process will

be implemented for

FY26, led by chair,

using formal

questionnaire and

assessment framework

covering Board

composition,

effectiveness,

information flows, and

committee

performance. With a

view to engaging an

external facilitator no

later than FY28 (the

third year post-

admission).

Internal

evaluation:

FY26;

External

facilitation:

by FY28

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

Provision 23 – Diversity

policy, targets and

statistics

Explain

No formal diversity policy

or targets exist.

The Board is entirely

male (7 directors at 31

December 2025).

The Company is at an

early stage of

development and has

limited headcount and

only been a listed entity

since 31 October 2025.

Additionally, the Group

predominantly use

consultancy services

with only employees

based in Finland.

A diversity policy will be

adopted and published

at a time when the

Board deems

appropriate, given its

current size. Gender

and ethnicity data

(Board and workforce)

will be reported from

FY26.

Diversity

policy: H1

2026; First

full statistics:

FY26

Annual

Report

BOARD LEADERSHIP AND COMPANY

How Directors Discharge Their Duties

The Group is incorporated in Guernsey and, given the Company’s equity is traded on the Commercial

Companies sector of the Main Market and the Board’s commitment to the principles of the UK Corporate

Governance Code (January 2024). In line with these principles, which requires directors of UK-listed

companies to have regard to stakeholder interests in their decision-making, the following disclosures are made

in accordance with the Board’s obligations under the UK Code:

 Consider the likely consequences of any decision on the long-term

The Board’s decision to pursue the listing on the London Stock Exchange (“LSE”) was taken with the long term

interests of the Group in mind. The Admission should provide access to public market capital to fund

development of the Group present and future projects, thus supporting the Group’s strategic objective of

building a diversified renewable energy company. The Board considered the long-term implications of this

decision, including the associated regulatory obligations and governance requirements, and concluded that

Admission was in the best long-term interests of all stakeholders.

 Consider the interests of the Company’s employees

The Group currently has 7 employees and 3 consultants operating across its operating entities and is forecast

to expand the workforce as operations increase. The Board recognises that the Group’s ability to deliver on its

strategy depends on retaining and motivating its people. The Remuneration Committee is evaluating

competitive compensation structures and a long-term incentive plan that will align employee and shareholder

interests. The Board ensures that employment conditions and workplace standards are maintained across all

operating jurisdictions.

 Foster the Company’s business relationships with suppliers, customers and others

In order to progress its projects, the Group is reliant on the support of its key suppliers including its geothermal

and biomass suppliers and, drilling, construction, finance providers and future offtake partners. It is therefore

a key part of the Group’s strategy to develop these relationships to ensure the Group maintains a strong and

secure relationship with these suppliers and offtake partners. The Board reviewed the Group’s key contractual

relationships during the year, with particular focus on biomass supply continuity at Kaipola and the engagement

of experienced geothermal specialists for the German projects.

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

 Consider the impact of the Company’s operations on the community and the environment

The Group is aware of the potential impact of its operations on the environment and local communities in

Finland and Germany. Environmental and sustainability matters are overseen at Board level, and the Group

is developing a climate risk and sustainability framework to assess the operational and financial implications

of climate change and its business activities.

 Maintain a reputation for high standards of business conduct

The Company has established a number of policies and procedures that guide its operations and corporate

conduct. The policies are regularly reviewed and to ensure alignment with the evolving regulatory environment

and the Group’s long-term strategic objectives.

The Group is committed to compliance with the UK Corporate Governance Code (January 2024) on a comply-

or-explain basis, as required under DTR 7.2 and the Listing Rules for companies admitted to the Equity Shares

(Commercial Companies) category of the Main Market. The Corporate Governance Report set out in this

Annual Report provides a full account of the Group’s compliance position and the steps being taken to address

areas of departure from the Code.

 Act fairly between members of the Company

The Directors hold 8% of the shares of the Company and entity Danir AB holding 27.5% with the remainder

held by a range of individuals and companies. The Board is committed to treating all shareholders equitably

and to providing timely, clear and consistent communication to all members. The Group’s investor relations

activities and regulatory announcements are managed in accordance with the Market Abuse Regulation and

the Group’s MAR Compliance Committee procedures.

DIVISION OF RESPONSIBILITIES

Role, Compensation and Independence of the Board

The Board’s primary duty is to act in the best interests of the Company, its employees and its shareholders

with the following responsibilities:

- statutory obligations and public disclosure.

- strategic matters and financial reporting;

- risk assessment management including reporting compliance, governance, monitoring and control;

and

- other matters having a material effect on the Group.

The Board’s responsibilities for the Annual Report and Consolidated Financial Statements are set out in the

Statement of Directors’ Responsibilities on page 21. Biographies for all the Directors can be found on pages

17 to 18.

In assessing the composition of the Board, the Directors have had regard to the following principles:

i. the Chairman should, if possible, be an independent non-executive Director;

ii. the Board should include at least two independent non-executive directors, increasing where additional

expertise is considered desirable in certain areas, or to ensure a smooth transition between outgoing

and incoming non-executive directors; and

iii. the Board should comprise directors with an appropriate range of qualifications and expertise.

The Board consists of two executive and four non-executive Directors (including the Chair) all of whom have

diverse skill sets and experience. Three of the four non-executive Directors are deemed to be independent of

the Group, as indicated in the biographies of the directors above.

The Chair, Jörgen Andersson, who is responsible for leadership and effectiveness of the Board was

independent on his appointment as Chair and remains independent. The Board has designated Jörgen

Andersson as the Senior Independent Director (“SID”) and whilst the UK Code envisages the SID as a role

separate from the Chair, the Board considers it appropriate, given the Company’s current size and the fact that

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

the Chair is fully independent, for the Chair to fulfil the SID function at this stage, however will consider none

Chair SID in due course.

The Company believes that the Board comprising members have the appropriate balance of diverse skills and

experience, independence and knowledge of the Group and the wider sector, to enable it to discharge its

duties and responsibilities effectively and that no individual or group of individuals dominates decision making.

However, the Board does not meet the UK Corporate Governance Code recommendation that at least half of

the Board, excluding the chair, comprise independent non-executive directors, however as operations expand

the Board will consider the appointment of additional independent directors.

The Board needs to ensure that the Annual Report and Consolidated Financial Statements, taken as a whole,

is fair, balanced and understandable and provides the information necessary for Shareholders to assess the

Group’s position and performance, business model and strategy.

In seeking to achieve this, the Directors have explained how the Board and its delegated Committees operate

and how the Directors review the risk environment within which the Group operates and sets appropriate risk

controls. Furthermore, throughout the Annual Report and Consolidated Financial Statements, the Board has

sought to provide further information to enable Shareholders to have a fair, balanced and understandable view

Directors Attendance at Meetings

The Board meets at least quarterly or as otherwise required to discuss matters including commercial, financial,

evaluation of potential investment opportunities, structure, strategy, risk management and overall Group

performance. The board meetings are the principal source of regular information for the Board enabling it to

determine policy and to monitor performance, compliance and controls but these meetings are also

supplemented by communication and discussions throughout the year.

The Audit and Remuneration committees meet 2 times and 1 time respectively per annum, whilst with regards

to the Nomination committee, given the current size of the Company, there is no separate Nomination

committee, however matters reserved for the Nominations committee are considered by the full board at least

once per annum.

For each director, the table below sets out the number of meetings each Director was eligible to attend and

their attendance:

Director

Board Meeting

(held/attended)

Audit

Committee *

(held/attended)

Remuneration

Committee *

(held/attended)

Nomination

Committee **

(held/attended)

MAR

Committee ***

(held/attended)

J Andersson

7 / 8

- / -

2 /2

- / -

L Guldstrand

8 / 8

- / -

D Andresen

6 / 8

1 / 1

- / -

A Boyd

7 / 8

- / -

2 /2

- / -

J Clipsham

7 / 8

1 / 1

2 /2

- / -

M Patel

4 / 8

- / -

J Glennmo

7 / 8

- / -

2 /2

- / -

* During the year, considered by the whole board, with separate committee established on 23 October 2025.

** Considered by the board as a whole.

*** New committee established from 23 October 2025 with no meetings held during the year.

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

COMPOSITION, SUCCESSION AND EVALUATION

Appointment and Retirement of Directors

Subject to the Companies Law and the Articles, the Directors shall have the power at any time to appoint any

person to be a Director. Any directors appointed to the Board by the Directors, and the existing directors, will

be subject to re-election by the Shareholders at the annual meeting of the Shareholders every 3 years. The

composition of the Board will be reviewed regularly to ensure the Board has the appropriate mix of expertise

and experience.

Board Performance and Training

On appointment to the Board, Directors shall be offered relevant training and induction and as part of the

Admission during the year, the whole Board undertook comprehensive training on the roles and responsibilities

required of Directors for a listed entity.

On appointment to the Board, each Director considered the expected time needed to discharge their

responsibilities effectively. The Directors confirmed that each had sufficient time to allocate and would inform

the Board of any subsequent changes.

Board Diversity

The Group currently comprises the following:

Male

Female

31 December 2024

31 December 2025

As the Group was only listed in the current year, the Board does not consider it appropriate to establish targets

or quotas on diversity at this stage, with the current board possessing the appropriate combination of skills,

experience and knowledge to effectively serve on the Board, however, when succession arises, the Board will

consider to ensure effective succession planning to ensure suitable replacement board appointees shall have

the appropriate combination of skills, experience and knowledge to effectively serve on the Board.

Likewise with board evaluation, given the recent listing, no formal evaluation of the board performance has

been undertaken, however the Group will look to implement a policy of appraising Board performance annually

with the Company concluding that for a company of its current scale, an internal process administered by the

Board would be most appropriate at this stage.

BOARD COMMITTEES AND THEIR ACTIVITIES

Audit & Risk Committee

The Audit & Risk Committee was established on Admission in accordance with DTR 7.1.3R. The Committee’s

terms of reference reflect these responsibilities and are publicly available on the Company’s website. Given

Admission was close to year end, the responsibilities of the Audit & Risk Committee were performed by the

whole board during the year.

The Group’s Audit & Risk Committee members comprise independent non-executive directors Alan Boyd and

Jack Clipsham, with Jack Clipsham as Chair. The Board confirms that both members are independent of

management and free from any business or other relationship which could materially interfere with the exercise

of their independent judgement.

The Board is satisfied that the Committee collectively possesses relevant and sufficient financial experience

for the purposes of DTR 7.1.1A. Together, the Board considers that their combined public company experience

provides the Audit & Risk Committee with the competence in accounting and/or auditing (having previously

served on public company remuneration committees) required under the Listing Rules and DTR 7.1.

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

The key responsibilities of the Audit and Risk Committee (and, prior to its formal constitution, the full Board

acting in its capacity) are detailed below, with such responsibilities being discharged during the year.

The Audit & Risk Committee is required to review the integrity of the financial results of the Company expressed

in the annual report and accounts and other relevant public announcements of the Company.

The Audit & Risk Committee is also required to challenge both the external auditors and the management of

the Company. It will also consider the engagement of auditors including tendering and the approval of non-

audit services.

The Audit & Risk Committee reports to the Board on any significant accounting and reporting issues, estimates

and judgements made in connection with the preparation of the consolidated financial statements and

accordingly challenged management in their assessment of estimates and judgements applied in the

preparation of the consolidated financial statements (as per Note 4) as follows:

Significant estimates

- Impairment of goodwill

- Useful lives and residual values of depreciable assets

- Fair value measurement of derivative call option

- Estimate of net realisable value of inventories

- Determination of appropriate discount rate to measure lease liabilities

Significant judgements

- Capitalisation of plant development costs

- Assessment of deferred tax asset recognition

The Audit & Risk Committee also has a key role in the oversight of the effectiveness of the risk management

and internal control systems relating to financial reporting of the Group.

The committee oversees the Group’s financial reporting and internal controls and provides a formal reporting

link with the external auditors.

The Company’s policy is that the external auditors may only be engaged for non-audit services where this

does not compromise their objectivity and independence. Details of fees paid during the year for audit and

non-audit services are set out in Note 8 to the accounts, noting fees for non-audit services were paid to auditors

other than Grant Thornton, with the Committee being satisfied that the previous auditor’s objectivity and

independence were not compromised during their performance of non-audit services.

Remuneration Committee

The Remuneration Committee members comprise independent non-executive directors Alan Boyd, Jörgen

Andersson and Jack Clipsham, Johan Glennmo, with Alan Boyd as Chair. Like the Audit and Risk Committee,

during the year, the responsibilities of the Remuneration Committee were performed by the whole board. The

key responsibilities of the Remuneration Committee are detailed further in the remuneration report above.

Nomination Committee

Currently, due to the size of the Company, there is no Nomination Committee. Nominations are currently

considered by the whole Board. The Directors anticipate that a Nomination Committee will be established in

the future when the size of the Company justifies it.

The Nomination Committee will review the composition and balance of the Board and senior management on

a regular basis to ensure that the Board and senior management have the right structure, skills and experience

in place for the effective management of the Company’s business and are expected to meet twice a year.

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

MAR Compliance Committee

Upon Admission the Group established the MAR Compliance Committee that comprised of Lars Guldstrand,

Dag Andresen, Jörgen Andersson and Mark Taylor, acting as the committee secretary, with Lars Guldstrand

as Chair. The primary function of the MAR Compliance Committee is to ensure the identification and

management of inside information and ensuring timely disclosure or, where appropriate, providing a formal

mechanism for making and recording any decision to delay disclosure, determining when the reasons for the

any delay no longer justify the delay and making appropriate notifications to the FCA when an announcement

is made.

External Auditor’s Fees for Non-Audit Services

Fees paid during the year for audit and non-audit services may be found in Note 9 to the accounts.

Objectivity and Independence

The Committee continues to monitor the Auditor’s objectivity and independence and is satisfied that Grant

Thornton Limited, and the Company have appropriate policies and procedures in place to ensure that these

requirements are not compromised.

Re-appointment of External Auditor

The Committee recommends to the Board the re-appointment of Grant Thornton Limited, as Auditor at the

forthcoming 2025 Annual General Meeting (“AGM”), and Grant Thornton Limited, has expressed its willingness

to continue in office.

Viability statement

In accordance with Provision 31 of the UK Corporate Governance Code, the Directors have assessed the

prospects of the Group over a period of three years. The Directors consider a three-year period to be

appropriate given the early-stage nature of the Group’s operations, the development timelines of its biomass

and geothermal projects, and the visibility provided by the Group’s recently secured funding.

In making this assessment, the Directors considered the Group’s current financial position, the Going Concern

assessment, the principal risks and uncertainties facing the Group, and the effectiveness of the Group’s risk

management and internal control framework. The downside scenarios modelled align directly with the principal

risks disclosed in the Strategic Report, including funding risk, project execution risk, regulatory risk and foreign

exchange exposure.

The assessment included a review of the Group’s base-case cash flow forecasts and a range of downside

scenarios, including delays in project development, cost inflation, adverse currency movements and reduced

availability of external financing. Under the most severe but plausible downside scenario considered, the Group

remained solvent through management mitigations, albeit with reduced liquidity headroom. The Directors also

considered the mitigating actions available to the Group, including the ability to adjust project phasing, reduce

discretionary expenditure and seek additional funding from equity, debt or strategic partners.

Based on this assessment, and assuming continued access to funding consistent with the Group’s current

capital structure and prevailing market conditions, the Directors have a reasonable expectation that the Group

will be able to continue in operation and meet its liabilities as they fall due over the three-year assessment

period.

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

Internal controls

The Board is responsible for the Group’s system of internal controls and for reviewing its effectiveness. The

system of internal controls is designed to manage, rather than eliminate, the risk of failure to achieve business

objectives, and to provide reasonable but not absolute assurance against material misstatement or loss.

The Board has conducted a review of the effectiveness of the Group’s material controls, including financial,

operational and compliance controls, and the risk management systems, for the year ended 31 December

2025. This review was undertaken through periodic Board reporting, review of financial and management

accounts, and consideration of key risk updates presented to the Board during the year. The Board also

considered the effectiveness of controls through discussions with management and by reviewing key

judgments, estimates and any control issues identified.

Based on this review, the Board confirms that it considers the Group’s system of material controls to be

effective and appropriate for a company of its current size, stage of development and risk profile. No material

weaknesses or significant failings were identified during the year. The Board confirms that this review has

been carried out on an ongoing basis throughout the year and up to the date of approval of this Annual Report.

Key financial controls include:

• the maintenance of proper records;

• a schedule of matters reserved for the approval of the Board;

• evaluation, approval procedures and risk assessment for acquisitions; and

• close involvement of the Directors in the day-to-day operational matters of the Group.

• Development of maintenance of a robust Financial Position & Prospects Procedures (“FPPP”)

document that prescribes the safeguards and processes in place for financial controls, which will be

reviewed annual. The current FPPP was established upon Admission, thus up to date to ensure

effective internal controls are currently in place.

• regular preparation and review of management accounts and cash flow forecasts.

• segregation of duties to the extent practicable given the size of the Group;

• Board review and approval of key financial transactions and commitments.

The Group does not currently have an internal audit however the requirement for an internal audit function is

kept under review with the Board to give further consideration to this as the Group’s scale and complexity

increases.

In the absence of an internal audit function, the Board places reliance on regular reporting from management

and its own oversight and review processes to monitor the effectiveness of internal controls.

Whistleblowing

The Group has adopted a formal whistleblowing policy which aims to promote a very open dialogue with all

its employees which gives every opportunity for employees to raise concerns about possible improprieties in

financial reporting or other matters.

Anti-Bribery and Corruption

The Board has adopted an Anti-bribery and Corruption policy. All Board members have read and approved

this policy. All new staff members are required to abide by this policy, as will any third parties in their business

relations with the Company.

Cindrigo Holdings Limited

CORPORATE GOVERNANCE REPORT

Corporate social responsibility

The Company takes its responsibilities as a corporate citizen seriously. The Board’s primary goal is to create

shareholder value but in a responsible manner that serves all stakeholders.

We endeavour to operate in as sustainable a manner as possible, including minimising our environmental

footprint in the locations in which we operate, where possible using local materials and contractors for our

work, and being as efficient as possible in our use of energy. Sustainability and ESG are increasingly important

not only to the communities in which we operate, but also to our investors, suppliers, and wider stakeholders.

The Group aims to conduct its business with honesty, integrity and openness, respecting human rights and

the interests of shareholders and employees. The Group aims to provide timely, regular and reliable

information on the business to all its shareholders and conduct its operations to the highest standards.

The Group strives to create a safe and healthy working environment for the wellbeing of its staff and to create

a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the

reputation and performance of the Group.

The Group aims to establish a diverse and dynamic workforce with team players who have the experience and

knowledge of the business operations and markets in which we operate. Through maintaining good

communications, members of staff are encouraged to realise the objectives of the Group and their own

potential.

Task Force On Climate-Related Disclosure (“TCFD”)

Under the Listing Rules compliance with the Task Force on Climate-Related Financial Disclosures (“TCFD”)

is required for all listed companies on a comply or explain basis.

Given the limited time available since admission, the Group has not yet been able to design, implement, and

embed the governance, risk management, and data collection processes necessary to support fully TCFD-

aligned disclosures. As a result, the Group has not fully addressed all four TCFD pillars, particularly those

relating to climate-related risk identification, scenario analysis, and the definition of relevant metrics and targets

and as such, the Company’s disclosures are not yet consistent with all TCFD recommendations.

The Group is currently undertaking a climate risk assessment and developing an appropriate sustainability

framework to assess the operational and financial implications arising from the interrelationship between

climate change and its business activities. In addition, the Group is preparing a Group Climate Change Policy

that is intended to address the disclosure requirements of the TCFD. This work will support the Group’s

objective of providing meaningful, transparent, and TCFD-aligned disclosures in future annual reports. The

Group intends to implement its TCFD-aligned framework through a phased approach, including: (i) establishing

appropriate governance and oversight of climate-related matters; (ii) identifying and assessing climate-related

risks and opportunities (iii) integrating climate-related risks into the Group’s risk management processes; and

(iv) developing relevant metrics and targets to support monitoring and disclosure.

Approved on behalf of the Board of Directors.

Jorgen Andersson

Non-Executive Chair

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

INDEPENDENT AUDITOR’S REPORT

To the members of Cindrigo Holdings Limited

Opinion

We have audited the consolidated financial statements of Cindrigo Holdings Limited (the “Company”) and its

subsidiaries (together, the “Group”) for year ended 31 December 2025, which comprise the consolidated

statement of comprehensive income, the consolidated statement of financial position, the consolidated

statement of changes in equity, the consolidated statement of cash flows, and notes to the consolidated

financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements:

 give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and

of its consolidated financial performance and its consolidated cashflows for the year then ended;

 are in accordance with IFRS Accounting Standards as adopted by the European Union (EU); and

 comply with the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our

responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the

consolidated financial statements’ section of our report. We are independent of the Group in accordance with

the ethical requirements that are relevant to our audit of the consolidated financial statements in Guernsey, as

required by the Crown Dependencies’ Audit Rules and Guidance. We have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements of the current period. These matters were addressed in the context of

our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

The key audit matter

How the matter was addressed in our audit

Incorrect Accounting Treatment of

Conversion of Convertible Instruments

(2025: £9,059,849 and 2024: £ 10,591,402)

We have identified a significant audit risk, and a

key audit matter, over recognition and

conversion of convertible instruments into equity

due to inherently complex recognition

requirements of IFRS 9 Financial Instruments

and IAS 32 Financial Instruments: Presentation.

In the prior year, we identified material

misstatements, which were all corrected by

management, in relation to the initial

recognition, subsequent measurement and

disclosure in the consolidated financial

statements these instruments.

In the current year, we understood from

discussions with management, that no new

convertible instruments were issued and that a

significant portion of these instruments were

converted to equity.

In responding to the key audit matter, we performed

the following audit procedures:

 We independently recalculated the conversion of

the convertible loan instruments into equity based

on the contractual terms set out in the underlying

convertible instrument agreements. We compared

the results of our independent calculations to the

amounts recorded in management’s general ledger

to assess mathematical accuracy and consistency

with the contractual terms.

 We read the underlying convertible instrument

agreements and held discussions with

management to confirm our understanding of the

terms and mechanics of the conversion.

 We assessed whether the conversion of the

convertible loan instruments into equity during the

year was accounted for appropriately in

accordance with the IFRS 9 Financial Instruments

and IAS 32 Financial Instruments: Presentation.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

As a result, we have identified a significant risk

relating to management’s accounting for the

conversion of these instruments into equity for

the year ending 31 December 2025.

Accordingly, the measurement and disclosure of

the conversion of convertible instruments

required significant auditor attention and has

been reported as a Key Audit Matter.

Refer to the accounting policies in pages 47-64

and Note 21, Borrowings, to the Financial

Statements.

 We assessed whether the conversion disclosures

in the consolidated financial statements are

appropriate, complete and in accordance with the

IFRS 9 Financial Instruments and IAS 32 Financial

Instruments: Presentation.

Our Results:

Our testing did not identify material misstatements in

relation to the conversion of convertible instruments

into equity.

Valuation of Goodwill

(2025: £16,084,168 and 2024: £15,532,963)

We have identified a significant audit risk, and a

key audit matter, over the recoverability of the

Kaipolan Energia Oy (“Kaipola”) goodwill due to

the inherent uncertainty involved in forecasting

and discounting future cash flows, and in

relation to Kaipola, especially the uncertainty in

securing a main heat customer.

The effect of these matters is that, as part of our

risk assessment for audit planning purposes, we

determined that value in use of the Kaipola’s

cash generating unit (“CGU”) had a high degree

of estimation uncertainty, with a potential range

of reasonable outcomes greater than our

materiality for the consolidated financial

statements as a whole.

Refer to the accounting policies on pages 47-64,

and Note 14, Goodwill, to the Financial

Statements.

In responding to the key audit matter, we performed

the following audit procedures:

 We obtained and evaluated management’s CGU

determination memo, which identified the plant at

Kaipola Energia Oy as the CGU to which the

goodwill arising from the acquisition had been

allocated. We checked whether this was consistent

with IAS 36 Impairment of Assets, by considering

how the plant generates independent cash inflows

and how management monitors the performance of

the plant.

 We inspected management’s allocation of goodwill

to the CGU, including whether the allocation was

consistent with the acquisition accounting, the

nature of expected synergies and the internal

reporting framework. We challenged management

where assumptions underlying the allocation

required further support.

 Checked whether the impairment approaches used

by management, the value‑in‑use (“VIU”) model

and the fair value less costs of disposal (“FVLCD”)

model, were appropriate for determining the

recoverable amount of the CGU in accordance with

IAS 36.

 For the VIU model, we evaluated the

reasonableness of management’s cash flow

forecasts by obtaining underlying support for key

assumptions for revenue, production and operating

costs. We challenged the achievability of the

forecasts given that the plant had not commenced

operations during 2025 and evaluated the

appropriateness of the discount rate using

market‑observable inputs.

 For the FVLCD model, we evaluated whether this

approach was appropriate by reviewing the terms

of the 50‑year lease to understand whether the

Group had the ability to sell or transfer its leasehold

interest. From this work, we noted that the Group

does not own the plant and that the lease could not

be assigned without landlord consent, indicating

that the Group could not realise value through a

disposal transaction.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

 Recalculated the CGU’s carrying amount, including

goodwill and the right‑of‑use asset recognised for

consolidation purposes, together with any other

assets directly attributable to the plant.

 Compared the recoverable amount derived from

from VIU model to the carrying amount of the CGU

to determine whether an impairment should have

been recognised.

 Evaluated whether the presentation and related

disclosures in the consolidated financial statements

were appropriate, complete, and in compliance with

the requirements of IAS 36 Impairment of Assets.

Our Results:

Our testing did not identify material misstatements in

relation to the conversion of convertible instruments

into equity.

Going Concern

The Group continues to incur operating losses

and significant levels of expenditure, with the

key revenue-generating operations yet to

commence. The Group is also reliant on

external financing to fund its activities.

Management’s assessment of the going

concern basis of accounting therefore involves

significant judgement, including the evaluation

of available funding, timing of forecast cash

flows, and the project execution timelines. Given

the importance of these judgements and the

potential impact on the consolidated financial

statements, we consider this a significant risk,

requiring significant auditor attention, and has

therefore been identified as a Key Audit Matter.

Refer to the Strategic Report on pages 11-16,

the Directors’ Report on pages 17-21 and the

accounting policies on pages 47-64, and Note

2.3 Going Concern, to the Financial Statements.

In responding to the key audit matter, we performed

the following audit procedures:

 We obtained the cash flow forecasts and held

discussions with management on their assessment

of going concern.

 We ascertained that management’s going concern

assessment covered a period up until 30 April

2027, being at least 12 months from the date of

approval of the consolidated financial statements.

 We inspected the arithmetical accuracy of the cash

flow forecast and challenged the appropriateness

of the key inputs. We obtained underlying

supporting evidence for forecast operating costs

and funding assumptions.

 We performed sensitivity analysis to assess the

impact of reasonably possible downside scenarios

on the Group’s liquidity and ability to meet its

obligations as they fall due.

 We held discussions with the directors to evaluate

whether, in their opinion, there is a material

uncertainty regarding the Group’s ability to pay

liabilities as they fall due. Through these

discussions, we considered and challenged the

options available to the Group if it were in a

stressed scenario.

 We considered whether the Directors’ assessment

of going concern as included in the Annual Report

is appropriate and consistent with the disclosures

made in the Viability Statement; and

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

Other information in the Annual Report

The Directors are responsible for the other information. The other information comprises the information

included in the Annual Report other than the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and, except to the

extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors and Those Charged with Governance for the consolidated financial

statements

As explained more fully in the Statement of Directors’ Responsibilities set out on page 21, the Directors are

responsible for the preparation of the consolidated financial statements which give a true and fair view in

accordance with IFRS Accounting Standards as adopted by the European Union (EU), and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

 We evaluated the disclosures made in the Annual

Report and Consolidated Financial Statements

regarding the going concern to ascertain that they

are in accordance with IAS 1 Presentation of

Financial Statements and have complied with, or

explained reasons for non-compliance, with all the

UK Code of Corporate Governance provisions.

Our Results:

Based on our audit work, we are satisfied that the

assumptions made in management's assessment of

the use of the going concern assumption in preparation

of financial statements were appropriate. We consider

that the group's disclosure to be in accordance with

IAS 1.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by the Directors.

 Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on Group’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the

consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements, including

the disclosures, and whether the consolidated financial statements represent the underlying transactions

and events in a manner that achieves fair presentation.

 Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial

information of the entities or business activities within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction, supervision and performance of the Group audit.

We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during

our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats

or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance

in the audit of the consolidated financial statements of the current period and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure

about the matter or when, in extremely rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Use of our report

This report is made solely to the Group’s members, as a body, in accordance with section 262 of the

Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Group’s

shareholders those matters we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

Group and the Group’s shareholders as a body, for our audit work, for this report, or for the opinions we have

formed.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey)

Law, 2008 requires us to report to you if, in our opinion:

 proper accounting records have not been kept by the parent Company; or

 the Group’s consolidated financial statements are not in agreement with the accounting records; or

 we have not obtained all the information and explanations, which to the best of our knowledge and belief,

are necessary for the purposes of our audit.

Wynand Pretorius

for and on behalf of Grant Thornton Limited

Chartered Accountants

St Peter Port

Guernsey

Date: 28 April 2026

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

		2025	2024
	Notes	£’000	£’000
			(Restated)
Revenue	7	263	85
Other incomes	8	99	-
Costs of material		(8)	(5)
Administrative expenses	9	(3,096)	(4,833)
Depreciation, amortisation and impairment		(229)	(93)
Fair value Gains/(losses)	10	(2,856)	-
Impairment of financial assets	11	(107)	25
Impairment of non-financial assets	11	-	(4,447)
Loss on loss of control of subsidiary	11	-	(1,066)
Operating loss		(5,934)	(10,334)
Finance Income	24	40	-
Finance costs	24	(956)	(1,123)
Loss before income taxes		(6,850)	(11,457)
Income tax expense	28	(5)	(3)
Loss for the year from continuing operations		(6,855)	(11,460)
Share of loss attributable to non-controlling interest		64	473
Loss for the year		(6,791)	(10,987)
Loss per share:
Basic from continuing operations	29	(0.026)	(0.072)
Diluted from continuing operations	29	(0.026)	(0.072)
OTHER COMPREHENSIVE INCOME:
Items that will be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations, including		371	(9)
goodwill
Total comprehensive loss for the year		(6,420)	(10,996)

All items in the above statement are from continuing operations.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

		31 Dec 2025	31 Dec 2024
Assets	Notes	£’000	£’000
Non-current assets
Property, plant and equipment	12	2,010	688
Right-of-use assets	13	4,492	4,378
Goodwill	14	15,909	15,533
Exploration and evaluation assets	15	223	-
Derivative asset	6	-	-
Long term deposits		9	-
Total non-current assets		22,643	20,599
Current assets
Cash and cash equivalents	18	706	375
Inventories	19	182	163
Trade and other receivables	20	648	413
Total current assets		1,536	951
Total assets		24,179	21,550
Equity and liabilities
Capital and reserves
Share capital account	16	48,714	38,360
Share subscription reserve	16	43	1,356
Equity component of convertible instruments	21	1,942	3,700
Share option reserve	26	641	674
Share warrant reserve	17	893	-
Retained deficit		(47,927)	(41,136)
Foreign currency translation reserve (FCTR)		363	(9)
Equity attributable to owners of the parent		4,669	2,945
Non-controlling Interests		1,468	1,532
Total equity		6,137	4,477
Non - current liabilities
Borrowings	21	9,352	10,590
Lease liabilities	13	4,751	4,551
Financial liabilities – contingent consideration	22	2,792	-
Current liabilities		16,895	15,141
Lease liabilities	13	16	14
Borrowings	21	-	390
Trade and other payables	25	1,126	1,525
Tax liabilities	28	5	3
		1,147	1,932
Total liabilities		18,042	17,073
Total equity and liabilities		24,179	21,550

The Consolidated Financial Statements on pages 43 to 99 were approved and authorised for issue by the Board of

Directors on 28 April 2026 and signed on its behalf by:

………………………………………..

Jorgen Andersson

Director

………………………………………..

Lars Guldstrand

Director

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

				Equity							Non-
		Share	Share	component	Share option	Share		Retained			controlling
		capital	subscription	of	reserve	warrant		deficit	FCTR		interest	Total
	Notes	account	reserve	convertible		reserve
				instruments
		£’000	£’000	£’000	£’000	£’000		£’000	£’000		£’000	£’000
As at 1 January 2025		38,360	1,356	3,700	674		-	(41,136)		(9)	1,532	4,477
Loss for the year								(6,791)			(64)	(6,855)
Share capital raise		3,608	21									3,629
Transaction cost	16	(203)										(203)
Allocation of reserve to share capital	16	1,334	(1,334)									-
Share-based payment charge	26				(33)							(33)
F/X difference on goodwill	14									376		376
F/X difference on foreign operations										(4)		(4)
Convertible loan notes settled	16	6,508	-	(1,758)								4,750
Proceeds allocated to warrants	17	(893)					893					-
Balance at 31 December 2025		48,714	43	1,942	641		893	(47,927)		363	1,468	6,137

				Equity							Non-
		Share	Share	component	Share option	Share		Retained			controlling
		capital	subscription	of	reserve	warrant		deficit	FCTR		interest	Total
	Notes	account	reserve	convertible		reserve
				instruments
		£’000	£’000	£’000	£’000	£’000		£’000	£’000		£’000	£’000
As at 1 January 2024		22,583	15	2,381	-		-	(29,928)		-	36	(4,913)
Loss for the year								(10,987)			(473)	(11,460)
Open offer share capital raise	16	15,777	1,341									17,118
Share-based payment charge	26				674							674
Equity Interest transferred to lender											1,553	1,553
(10% of Subsidiary)
Liquidation of subsidiary											416	416
F/X difference on currency translation										(9)		(9)
Equity component of convertible notes				1,098								1,098
Restructuring of loan notes				221				(221)				-
Balance at 31 December 2024		38,360	1,356	3,700	674		-	(41,136)		(9)	1,532	4,477

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2025

		2025	2024
Cash from operating activities	Notes	£’000	£’000
Loss for the period before taxation		(6,850)	(11,457)
Non-cash adjustments	30	3,900	9,656
		(2,950)	(1,801)
Operating cash flows before movements in working capital
Increase in inventories		(19)	(163)
(Increase)/decrease in receivables		(244)	630
Increase/(decrease) in accounts payable and accrued liabilities		687	(39)
Income tax paid		(3)	-
Net cash used in operating activities		(2,529)	(1,373)
Purchase of property, plant and equipment	12	(1,460)	(3,622)
Additions to exploration and evaluation assets	15	(223)	-
Payment of deferred consideration	25	(867)	(1,117)
Investment agreement - purchase of call option	6	(64)	-
Net cash outflow from investing activities		(2,614)	(4,739)
Proceeds from issue of shares	16	3,628	2,438
Proceeds from borrowings / convertible instruments	23	2,500	4,012
Lease principal repayments	23	(65)	-
Loan repayments	23	(77)	(65)
Transaction cost	16	(203)	(70)
Interest paid		(302)	-
Net cash inflow from financing activities		5,481	6,315
Effect of exchange rate changes on cash		(7)	-
Net increase in cash and cash equivalents		331	203
Cash and cash equivalent at beginning of period		375	172
Cash and cash equivalent at end of period		706	375

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Cindrigo Holdings Limited and its subsidiaries (together, the “Group”) are engaged in the development and

operation of renewable energy projects, focusing on biomass and geothermal heat and power generation.

The Group’s strategy is to be an active renewable energy developer, coordinating project owner with

outsourced construction and operation supported by world class partners, both sub and on- surface.

Development is based on proven technology with a modular, replicable expansion.

The Company was incorporated on 24 November 2014, under Section II of the Companies (Guernsey)

Law, 2008, as a Company limited by shares. It is registered in Guernsey under Company number 59383.

The Company’s ordinary shares are listed on the Equity Shares (Commercial Companies) sector of the

Main Market of the London Stock Exchange with admission occurring on 31 October 2025.

2. MATERIAL ACCOUNTING POLICIES

2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with IFRS

Accounting Standards as adopted by the European Union (“EU”). The Group’s consolidated financial

statements have been prepared on an accrual basis and under the historical cost convention, other than

derivative call options and financial liabilities arising in relation to contingent consideration arrangement,

which are measured at fair value. They have been prepared under the assumption the Group is a going

concern, which assumes the Group will be able to discharge its liabilities as they fall due at least for a

period of 12 months post balance sheet date.

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards

as adopted by the EU requires management to make certain critical accounting estimates and to apply

judgement in selecting and applying the Group’s accounting policies. Areas involving a higher degree of

judgement or complexity, as well as areas where assumptions and estimates have a significant impact on

the consolidated financial statements, are disclosed in Note 3.

The financial information has been presented in Pounds Sterling (£), being the functional currency of the

Group.

2.2 Basis of consolidation

The Group’s financial statements consolidate those of the parent Company and all of its subsidiaries at 31

December 2025. All subsidiaries have a reporting date of 31 December.

All transactions and balances between the Group companies are eliminated on consolidation, including

unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-

group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a

Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where

necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are

recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent

and the non-controlling interests based on their respective ownership interests.

The following companies are consolidated into the Group financial statements:

Name of Company

Country of

incorporation

Principal

activity

Owned

Method of

Consolidation

Cindrigo Ltd (“CL”)

Cost Center

100%

Full Consolidation

Cindrigo Geothermal

Limited (“CEGO UK”)

Holding

Company

100%

Full Consolidation

Kaipolan Energia Oy

(“Kaipola”)

Finland

Biomass

90%

Full Consolidation

Zukunft Geoenergie

GmbH (“ZGE”)

Germany

Geothermal

Energy

100%

Full Consolidation

(Incorporated in 2025)

Zukunft Geoenergie 1

GmbH (“ZGE 1”)

Germany

Geothermal

Energy

100%

Full Consolidation

(Incorporated in 2025)

Zukunft Geoenergie 2

GmbH (“ZGE 2”)

Germany

Geothermal

Energy

100%

Full Consolidation

(Incorporated in 2025)

Zukunft Geoenergie 3

GmbH (“ZGE 3”)

Germany

Geothermal

Energy

100%

Full Consolidation

(Incorporated in 2025)

Kaipola is a wholly owned subsidiary of the Group and represents a major subsidiary undertaking for the

purposes of UKLR 6.6.1. As at 31 December 2025, Kaipola is not yet operational and remains in the

development stage.

During the year, the entity generated limited revenue of £263k, primarily from management fees and

personnel leasing arrangements.

As at the reporting date, Kaipola had total assets of approximately £2,010k, comprising primarily

capitalised development expenditure. In addition, goodwill of £15,909k and right-of-use assets of £4,492k

are recognised in the Group’s consolidated balance sheet in respect of Kaipola. These balances represent

a significant proportion of the Group’s total assets.

The development of the Kaipola project is subject to a number of risks, including obtaining and maintaining

the necessary permits, securing project financing, and entering into key commercial agreements.

The subsidiary is currently funded through intercompany loans from the Group. Additional funding will be

required to progress the project to construction and ultimately to operational status.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

The following subsidiaries have not been audited as at 31 December 2025. The UK subsidiary did not

trade during the year. Four German subsidiaries were incorporated during the current year and incurred

only early-stage project development expenditure. Management has used the latest available financial

information of these subsidiaries for consolidation. The directors consider that any adjustments that may

arise from an audit of these subsidiaries would not be material to the Group’s financial statements.

Name of Company

Country of incorporation

% Owned

Cindrigo Geothermal Limited (“CEGO UK”)

100%

Zukunft Geoenergie GmbH (“ZGE”)

Germany

100%

Zukunft Geoenergie 1 GmbH (“ZGE 1”)

Germany

100%

Zukunft Geoenergie 2 GmbH (“ZGE 2”)

Germany

100%

Zukunft Geoenergie 3 GmbH (“ZGE 3”)

Germany

100%

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power over the entity. Subsidiaries are fully consolidated from the date on which control is

obtained and are deconsolidated from the date that control ceases.

The Group applies the acquisition method for business combinations. Intercompany transactions,

balances, and unrealised gains on transactions between Group companies are eliminated on

consolidation. Unrealised losses on transactions between Group companies are also eliminated unless

they provide evidence of impairment.

Each subsidiary maintains its own accounting policies. Where necessary and material, adjustments are

made to align the accounting policies of subsidiaries with those of the Group for consolidation purpose.

2.3 Going concern

The consolidated financial statements have been prepared on the assumption that the Group will continue

as a going concern. Under this assumption, the Group is considered to be operating for the foreseeable

future, with no intention or requirement to liquidate, cease trading, or seek protection from creditors under

any applicable laws or regulations.

In evaluating the appropriateness of the going concern assumption, the Directors have considered all

relevant information available for the foreseeable future, being a period of at least twelve months from the

date of approval of these consolidated financial statements, based on forecast cash flows through April

2027.

The Directors’ assessment of the Group’s ability to continue as a going concern involves significant

judgement, particularly in relation to funding availability, project execution timelines and the timing of future

cash inflows.

As at the date of approval of these consolidated financial statements, the Group have secured funding

commitments and guarantees in the amount of approximately £11.3 million.

o £6.7 million equity investment into Cindrigo at a price of 12 pence per share.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

o €3 million been secured for the Fuelwood joint venture, this amount plus a €1 million development loan

from Cindrigo, a total of €4 million which is sufficient to support Fuelwoods establishment and initial

operational phase

o Up to £2 million under a separate subscription arrangement, which will be drawn if the Company’s

warrants due for exercise at the end of July are not exercised

No cash has been received in respect of these arrangements as of publishing of the Annual Report, cash

for the equity investment and Fuelwood is expected to be received during May 2026, and any potential

cash related to the Warrant guarantee would be expected in August 2026.

As such, the timing of receipt of these funds is a key assumption underpinning the Directors’ assessment

of the Group’s ability to continue as a going concern.

The Directors have prepared detailed cash flow forecasts through to April 2027, reflecting the Group’s

expected funding inflows, expected operating costs and development plans. These forecasts indicate that

the Group has sufficient financial resources to meet its obligations as they fall due for at least twelve

months from the date of approval of these financial statements.

The Directors have also performed reverse stress testing on the cash flow forecasts to assess the level of

downside required to exhaust available liquidity. This analysis incorporated severe but plausible

assumptions, including delays in the commencement of production at Kaipola, and the removal of any

proceeds from the exercise of warrants. Under this combined downside scenario, the Group continues to

maintain a positive cash position throughout the going‑concern assessment period and is able to meet its

obligations as they fall due.

The Directors’ objective in managing capital is to safeguard the Group’s ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders. At the date of this

financial information, the Group has been financed through a combination of equity and convertible notes.

Going forward, the capital structure of the Group is expected to consist of convertible notes and equity

attributable to equity holders of the Group, comprising issued share capital and reserves.

Based on the above assessment, the Board do not believe that there are any material uncertainties that

may cast significant doubt on the Group’s ability to continue as a going concern.

Accordingly, the Directors consider that the going concern basis of preparation remains appropriate.

2.4 New or revised Standards or Interpretations

New standards, interpretations and amendments effective from 1 January 2025

The Group has applied the following new accounting standards and amendments effective from 1 January

2025. These changes did not have a significant impact on the consolidated financial statements for the

reporting period.

Lack of Exchangeability (Amendments to IAS 21)

These amendments address currency translation issues when a currency cannot be freely exchanged

into another and introduces related disclosures.

Impact: The Group has reviewed this amendment and determined that it does not have a material impact

on the consolidated financial statements for the year ended 31 December 2025. Disclosures are updated

where applicable.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Standards, amendments and interpretations to existing Standards that are not yet effective and

have not been adopted early by the Group

At the date of authorisation of these consolidated financial statements, several new, but not yet effective,

Standards and amendments to existing Standards, and Interpretations have been published by the IASB

or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the

Group and no Interpretations have been issued that are applicable and need to be taken into consideration

by the Group at either reporting date.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on

or after the effective date of the pronouncement.

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’.

Although IFRS 18 includes many of the requirements of IAS 1, it introduces new requirements to better

structure financial statements and to provide more detailed and useful information to investors, including:

 two new subtotals defined in the statement of profit or loss, namely (1) operating profit and (2)

profit or loss before financing and income taxes

 the classification of all income and expenses within the Statement of profit or loss in one of five

categories

 a new requirement to disclose performance measures defined by management, and

 an improvement in the principles related to the aggregation and disaggregation of information in

the financial statements and accompanying notes.

Some of the disclosure requirements previously contained in IAS 1 have been transferred to IAS 8 without

any material changes. This applies in particular to disclosures on accounting policies and sources of

estimation uncertainty. As a result of these changes, IAS 8 will be renamed ‘Basis of Preparation of

Financial Statements’.

The publication of IFRS 18 also results in consequential amendments to other IFRS Accounting Standards,

including IAS 7.

IFRS 18 is effective for annual periods beginning on or after 1 January 2027, with earlier application

permitted. IFRS 18 will be applied retrospectively with specific transitional provisions.

The Group has not yet completed its assessment of the impact of IFRS 18. At the reporting date, it is not

practicable to provide a reasonable estimate of the expected effects. The area’s most likely to be affected

include the structure and subtotals in the statement of profit or loss and the disclosure of management-

defined performance measures.

Other new Standards, amendments and Interpretations not adopted in the current year have not been

disclosed as they are not expected to have a material impact on the Group’s consolidated financial

statements.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.5 Business Combinations

The acquisition method is used for all business combinations. The consideration transferred for the

acquisition of a subsidiary includes the acquisition date fair values of:

 Assets transferred,

 Liabilities incurred,

 Equity interests issued by the Group, which includes the fair value of any asset or liability arising

from a contingent consideration arrangement,

 Pre-existing equity interests in the subsidiary.

Identifiable assets and liabilities acquired are generally measured at fair value at the acquisition date. Non-

controlling interests in the acquired entity are recognised either at fair value or the proportionate share of

net identifiable assets, depending on the acquisition.

Acquisition-related costs are expensed as incurred.

The excess of consideration transferred and the fair value of any non-controlling interest over the fair value

of net identifiable assets acquired is recognised as goodwill. If this excess is negative, the difference is

recognised as a bargain purchase in profit or loss.

Deferred cash consideration is discounted to its present value using the Group's incremental borrowing

rate.

Contingent consideration is classified as either equity or a financial liability, with changes in fair value

recognised in profit or loss only when contingent consideration is classified as financial liability.

2.6 Segment Reporting

The Chief Operating Decision Maker (“CODM”), identified as the Board of Directors, is responsible for

allocating resources and assessing the performance of the Group.

The CODM reviews financial and operational performance primarily on a consolidated Group basis,

including overall financial results, cash flow projections, and funding requirements. Internal reporting to the

CODM focuses on the performance of the Group’s integrated portfolio of energy-related projects and does

not include regularly reviewed discrete financial information, such as profit or loss or other key performance

measures, for individual subsidiaries, projects, or geographical regions.

The Group’s activities, including operational assets, development-stage projects, and management

service arrangements, are managed and evaluated as a single integrated portfolio. Resource allocation

decisions and performance assessments are made based on overall portfolio returns and strategic

objectives rather than the performance of individual components.

Although the Group operates in multiple jurisdictions and at different stages of the project lifecycle, and

generates revenue from different sources, including energy production and management services, these

activities are not separately monitored or managed as distinct operating segments by the CODM.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Accordingly, management has determined that the Group operates as a single operating segment, being

the identification, acquisition, development, and operation of energy-related projects. No separate

reportable segments have been identified.

Segment information is therefore presented on the same basis as that used in the preparation of the

Group’s consolidated financial statements.

Revenue is currently generated from external customers primarily through the Group’s Finnish subsidiary,

Kaipolan Energia Oy, while other entities within the Group are in development or holding phases. This

concentration of revenue does not result in separate operating segments, as it does not reflect the basis

on which the CODM assesses performance or allocates resources.

For impairment testing purposes, the Group has identified separate cash-generating units (“CGUs”) within

the Group; however, these do not represent operating segments, as they are not reviewed separately by

the CODM for performance assessment or resource allocation decisions.

At the reporting date, the Group’s non-current assets are located in Guernsey, the United Kingdom, Finland

and Germany.

2.7 Foreign Currency Translation

Functional and presentation currency

The consolidated financial statements are presented in Pounds Sterling (“GBP”), which is also the

functional currency of the parent company.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the respective Group entity

using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign

exchange gains and losses resulting from the settlement of such transactions and from the remeasurement

of monetary items denominated in foreign currencies at the period-end exchange rates are recognised in

profit or loss.

Non-monetary items are not retranslated at the period-end. They are measured at historical cost

(translated using the exchange rates at the transaction date), except for non-monetary items measured at

fair value, which are translated using the exchange rates at the date when the fair value was determined.

Foreign operations

For the purposes of consolidation, the assets and liabilities of Group entities with a functional currency

other than GBP are translated into GBP at the exchange rate prevailing at the reporting date. Income and

expenses are translated at the average exchange rate for the reporting period, unless exchange rates

fluctuate significantly, in which case the rate at the date of the transaction is used. Goodwill and fair value

adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign

entity and translated into GBP at the closing exchange rate at the reporting date.

Exchange differences arising from the translation of foreign operations are recognised in other

comprehensive income and accumulated in the foreign currency translation reserve (FCTR) within equity.

On disposal of a foreign operation, the cumulative amount of such exchange differences recognised in

equity relating to that operation is reclassified to profit or loss and recognised as part of the gain or loss on

disposal.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.8 Income recognition

Sale of energy

Revenue represents the fair value of the consideration received or receivable for the sale of energy,

including electricity and heat, in the ordinary course of the Group’s activities. The Group identifies its

performance obligations as the delivery of energy (electricity and heat) to customers. Each contract with

a customer comprises a single performance obligation, as the customer simultaneously receives and

consumes the benefits of the energy supplied.

The transaction price is determined based on the agreed contractual price for the energy delivered. This

price reflects the volume of energy supplied during the reporting period, adjusted for any variable

consideration where applicable. Since each contract contains a single performance obligation—the

delivery of energy—the entire transaction price is allocated to this performance obligation.

Revenue from the sale of energy is recognised over time, on the basis that the customer simultaneously

receives and consumes the benefits as the Group performs by delivering energy. Revenue is recognised

based on the volume of energy delivered during the reporting period and the agreed price per unit.

Management fees

The Company charges management fees for operational support services provided through its personnel

strictly in accordance with agreed contractual terms. Management fees are determined based on the

nature and scope of services provided and are disclosed in client agreements and relevant product

documentation. Fees are applied consistently in line with contractual arrangements and are subject to

periodic internal review. Revenue from management services is recognised over time, as the services are

performed, as the customer simultaneously receives and consumes the benefits of the services in

accordance with IFRS 15.35(a), and measured based on the stage of completion of the services (e.g. time

elapsed or services performed). Invoices are issued in accordance with contractual terms and do not

determine the timing of revenue recognition.

Interest income

Interest income is recognised using the effective interest method in accordance with the terms of the

intercompany loan agreements. If a financial asset becomes credit-impaired, the Group recognises

interest income on the net carrying amount of the asset, applying the original effective interest rate

Other income

Other income comprises gains and receipts that are not part of the Group’s primary activities. It is

recognised when it is probable that future economic benefits will flow to the Group and the amount of

income can be measured reliably. Income is recognised on an accrual basis, irrespective of the timing of

cash receipts.

2.9 Goodwill

Goodwill is measured as described under "Business Combinations" in note 2.5. Goodwill on acquisitions

of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment

annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and

is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include

the carrying amount of goodwill relating to the entity sold.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made

to those cash-generating units or groups of cash-generating units that are expected to benefit from the

business combination in which the goodwill arose. The units or groups of units are identified at the lowest

level at which goodwill is monitored for internal management purposes.

The Group tests cash-generating units (CGUs) to which goodwill has been allocated for impairment

annually, or more frequently where indicators of impairment exist. Goodwill is allocated to the Kaipola CGU

(the “Plant”), which represents the lowest level within the Group at which goodwill is monitored for internal

management purposes and is expected to benefit from the synergies of the business combination.

2.10 Exploration and Evaluation Expenditure

Exploration and evaluation (“E&E”) expenditure comprises costs incurred in the search for geothermal and

other energy resources prior to the demonstration of technical feasibility and commercial viability.

In accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources, E&E expenditure is

capitalised as an intangible asset on an area-of-interest basis when the Group has the right to explore in

a specific area and it is expected that the costs will be recouped through successful development or sale,

or where exploration activities have not yet reached a stage which permits a reasonable assessment of

the existence of economically recoverable resources. Costs incurred prior to obtaining legal rights to

explore are expensed as incurred.

Capitalised E&E costs include licence acquisition costs, geological and geophysical studies, exploration

drilling, sampling and directly attributable employee and contractor costs.

Exploration and evaluation assets are initially recognised at cost, being the aggregate of consideration

transferred and directly attributable expenditures incurred in obtaining and developing exploration rights.

E&E assets are measured at cost less accumulated impairment losses and are not amortised while in the

exploration and evaluation phase.

E&E assets are assessed for impairment when facts and circumstances indicate that the carrying amount

may exceed the recoverable amount. Such indicators include the expiry of exploration rights, a lack of

planned substantive expenditure, or unsuccessful exploration results. Where indicators exist, the Group

performs an impairment test in accordance with IAS 36 and recognises any impairment loss in statement

of comprehensive income.

Upon demonstration of technical feasibility and commercial viability, E&E assets are reclassified to

development assets and subsequently accounted for in accordance with the applicable standard.

The geothermal licence rights provide the Group with the legal right to explore and evaluate geothermal

energy resources within specified licence areas, forming the basis for capitalisation of exploration and

evaluation expenditure.

E&E assets are derecognised when the rights to explore expire or when no future economic benefits are

expected.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.11 Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes

expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in

the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can

be measured reliably. The carrying amount of any component accounted for as a separate asset is

derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the

reporting period in which they are incurred.

After initial recognition, property, plant and equipment are measured using the cost model and are carried

at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is recognised so as to write down the cost of assets to their residual values over their

estimated useful lives, reflecting the pattern in which the assets’ future economic benefits are expected to

be consumed.

 Construction-related assets (e.g. assets under construction, development and upgrade costs):

carried at cost and not depreciated until available for use. Once available for use, these assets

are depreciated on a straight-line basis over up to 10 years.

 Tangible assets (e.g. plant, machinery, furniture and movables): written down value method at

25% per annum. The depreciation method reflects the expected pattern of consumption of the

assets’ future economic benefits. Residual values, useful lives and the depreciation method are

reviewed at least annually and adjusted prospectively where appropriate.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying

amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are

included in profit or loss.

2.12 Leases

The Group accounts for leases in accordance with IFRS 16 Leases. At the commencement date, the

Group recognises a right-of-use asset and a corresponding lease liability for all lease agreements, except

for short-term leases (with a lease term of 12 months or less) and leases of low-value assets.

The Group assesses whether a contract contains a lease at inception. A lease conveys the right to control

the use of an identified asset for a period of time in exchange for consideration.

The right-of-use asset is initially measured at cost, comprising the initial lease liability, any initial direct

costs, estimated dismantling or restoration costs, and any lease payments made in advance (net of

incentives received). The right-of-use asset is depreciated on a straight-line basis over the shorter of the

asset’s useful life or the lease term and is assessed for impairment where indicators exist.

The lease liability is initially measured at the present value of lease payments, discounted using the

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Group’s incremental borrowing rate, as the interest rate implicit in the lease is generally not readily

determinable. Lease payments included in the liability comprise fixed payments, variable payments based

on an index or rate, and amounts expected under residual value guarantees.

Subsequent to initial recognition, lease payments reduce the liability and are allocated between finance

costs and principal repayment. The lease liability is remeasured when lease payments change due to

modifications, reassessment of lease terms, options to purchase, or changes in payments linked to indices

or floating interest rates. Remeasurements adjust the carrying amount of the right-of-use asset, except

when the asset is fully written down, in which case any excess is recognised in profit or loss.

Payments for short-term leases, low-value assets, and leases of assets under construction are expensed

on a straight-line basis and disclosed separately as off-balance sheet commitments. As at 31 December

2025, the Group did not have any short-term leases, low-value asset leases, or leases of assets under

construction, and accordingly no related expenses were recognised.

2.13 Impairment of Assets

Cash-generating units to which goodwill or intangible assets that have an indefinite useful life or are not

yet available for use have been allocated are tested for impairment at least annually. All other individual

assets or cash-generating units are tested for impairment whenever events or changes in circumstances

indicate the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s (or cash-generating unit’s) carrying

amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-

in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-

generating unit and determines a suitable discount rate in order to calculate the present value of those

cash flows. The data used for impairment testing procedures is directly linked to the Group’s latest

approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset

enhancements. Discount factors are determined individually for each cash-generating unit and reflect

current market assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units are first applied to reduce the carrying amount of any goodwill

allocated to the cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets

in the cash-generating unit.

With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment

loss previously recognised may no longer exist. An impairment loss is reversed if the asset’s or cash-

generating unit’s recoverable amount exceeds its carrying amount.

2.14 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual

provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset

expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial

liability is derecognised when it is extinguished, discharged, cancelled or expires.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Classification and initial measurement of financial assets

Except for those trade and other receivables that do not contain a significant financing component and are

measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured

at fair value adjusted for transaction costs (where applicable).

Financial assets are classified into one of the following categories:

 amortised cost

 fair value through profit or loss (FVTPL), or

 fair value through other comprehensive income (FVOCI).

In the periods presented the Group does not have any financial assets categorised as FVOCI.

The classification is determined by both:

 the Group’s business model for managing the financial asset, and

 the contractual cash flow characteristics of the financial asset

All revenue and expenses relating to financial assets that are recognised in profit or loss are presented

within finance costs, finance income or other financial items, except for impairment of trade receivables

which is presented within other expenses.

Subsequent measurement of financial assets

o Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions:

 they are held within a business model whose objective is to hold the financial assets and collect

its contractual cash flows, and

 the contractual terms of the financial assets give rise to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method.

Discounting is omitted where the effect of discounting is immaterial.

o Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified as FVTPL if they are:

 held for trading, or

 derivatives (unless designated and effective as hedging instruments)

Derivatives, including call options, are initially recognised at fair value on the date the Group becomes a

party to the contractual provisions of the instrument and are subsequently remeasured at fair value at each

reporting date.

Gains or losses arising from changes in fair value are recognised immediately in statement of profit or loss

and presented within finance income or finance costs .

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Impairment of financial assets

IFRS 9’s impairment requirements apply to financial assets measured at amortised cost, including loans,

trade receivables and contract assets recognised under IFRS 15. The Group applies the expected credit

loss (ECL) model, which uses forward-looking information to recognise credit losses on these financial

assets.

For trade receivables and contract assets, the Group applies the simplified approach permitted by IFRS

9, under which lifetime expected credit losses are recognised from initial recognition.

For other financial instruments, the Group applies the general approach and classifies financial assets into

the following categories based on changes in credit risk since initial recognition:

 Stage 1: Financial instruments that have not deteriorated significantly in credit quality since initial

recognition or that have low credit risk.

 Stage 2: Financial instruments that have deteriorated significantly in credit quality since initial

recognition and whose credit risk is not low.

 Stage 3: Financial assets that have objective evidence of impairment at the reporting date.

12-month expected credit losses are recognised for Stage 1 assets, while lifetime expected credit losses

are recognised for Stage 2 and Stage 3 assets.

A significant increase in credit risk is assessed by comparing the risk of default at the reporting date with

the risk of default at initial recognition, taking into account reasonable and supportable forward-looking

information.

Expected credit losses are measured as a probability-weighted estimate of credit losses over the expected

life of the financial instrument.

Financial assets are written off when there is no reasonable expectation of recovery, either in full or in part.

Classification and measurement of financial liabilities

The Group’s financial liabilities include borrowings and trade and other payables, as well as certain

financial liabilities in relation to contingent consideration arrangements which are measured at fair value

through profit or loss (FVTPL).

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for directly

attributable transaction costs. However, transaction costs are expensed immediately for financial liabilities

classified at fair value through profit or loss.

Subsequently, financial liabilities are measured as follows:

 financial liabilities measured at amortised cost are subsequently measured using the effective interest

method; and

 financial liabilities measured at fair value through profit or loss are remeasured at each reporting date

with gains or losses recognised in profit or loss.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in

statement of comprehensive income are included within finance costs or finance income, except for fair

value movements on financial liabilities at FVTPL, which are presented within finance income or finance

costs depending on their nature.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expire.

Where a financial liability is modified or replaced, the Group assesses whether derecognition is appropriate

in accordance with IFRS 9, including whether the modification is substantial.

2.15 Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents

include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid

investments with original maturities of three months or less that are readily convertible to known amounts

of cash and which are subject to an insignificant risk of changes in value.

2.16 Inventories

Inventories are initially measured at cost, which includes all costs of purchase, costs of conversion, and

other costs incurred in bringing the inventories to their present location and condition.

Subsequently, inventories are stated at the lower of cost and net realisable value. Cost includes all

expenses directly attributable to the manufacturing process as well as appropriate allocations of production

overheads, based on normal operating capacity. The cost of ordinarily interchangeable items is determined

using the first-in, first-out (FIFO) method. Net realisable value is the estimated selling price in the ordinary

course of business, less any costs necessary to make the sale.

2.17 Trade and Other Receivables

Trade and Other Receivables are initially recognised at fair value including transaction costs that are

directly attributable to their acquisition. The Group makes use of a simplified approach in accounting for

trade and other receivables as well as contract assets and records the loss allowance as lifetime expected

credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for

default at any point during the life of the financial instrument. In calculating, the Group uses its historical

experience, external indicators and forward-looking information to calculate the expected credit losses

using a provision matrix.

2.18 Income taxes

Income tax expense recognised in profit or loss comprises current tax and deferred tax, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax

Current tax is based on taxable profit for the year and is calculated using tax rates and tax laws that have

been enacted or substantively enacted at the end of the reporting period.

The Group operates in multiple jurisdictions and, despite an overall loss position, incurs minor current

income tax charges.

Management applies judgement in assessing uncertain tax positions and recognises current tax liabilities

where it is probable that the taxation authority will accept the tax treatment applied.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Deferred tax

Deferred tax is calculated using the liability method on temporary differences between the carrying

amounts of assets and liabilities for financial reporting purposes and their tax bases.

Deferred tax assets are recognised to the extent it is probable that the underlying tax loss or deductible

temporary difference will be utilised against future taxable income. This is assessed based on the Group’s

forecast of future operating results, adjusted for significant non-taxable income and expenses and specific

limits on the use of any unused tax loss or credit.

The Group has incurred recurring tax losses and, at the reporting date, there is no convincing evidence

that sufficient taxable profits will be generated in the foreseeable future. Accordingly:

No deferred tax assets have been recognised in respect of unused tax losses or deductible temporary

differences.

Deferred tax liabilities are generally recognised in full, although IAS 12 ‘Income Taxes’ specifies limited

exemptions. As a result of these exemptions the Group does not recognise deferred tax on temporary

differences relating to goodwill, or to its investments in subsidiaries (only to the extent that the Group

control the timing of the reversal of the taxable temporary difference and that reversal is not likely to occur

in the foreseeable future). The Group does not offset deferred tax assets and liabilities unless it has a

legally enforceable right to do so and intends to settle on a net basis.

2.19 Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of

financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of

recognition. Trade and other payables are classified as current liabilities unless payment is not due within

12 months after the reporting period. They are recognised initially at their fair value and subsequently

measured at amortised cost using the effective interest method.

2.20 Borrowings

Borrowings are initially recognised at fair value, net of directly attributable transaction costs. Subsequent

measurement depends on the nature of the borrowing instrument:

Non-convertible loans are subsequently measured at amortised cost using the effective interest method.

Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised

in profit or loss over the period of the loan. Fees paid on the establishment of loan facilities are capitalised

as part of the loan to the extent that it is probable that some or all of the facility will be drawn down. Where

there is no evidence of probable drawdown, such fees are recognised as prepaid costs and amortised

over the term of the facility.

Convertible loans are assessed to determine whether they include an embedded derivative or qualify for

split accounting. Where the conversion terms are variable and do not meet the "fixed- for-fixed" criterion,

the entire instrument is classified as a financial liability at fair value through profit or loss (FVTPL), with

changes in fair value recognised in profit or loss. Where the conversion option meets the fixed-for-fixed

requirement, the instrument is split into a liability component (measured at amortised cost) and an equity

component (representing the conversion feature), with the liability portion determined using a market

interest rate for a comparable non-convertible loan .

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.21 Employee benefits

Short term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are

expected to be settled wholly within 12 months after the end of the period in which the employees render

the related service are recognised in respect of employees’ services up to the end of the reporting period

and are measured at the amounts expected to be paid when the liabilities are settled.

The obligations are presented as current liabilities in the statement of financial position if the entity does

not have an unconditional right to defer settlement for at least twelve months after the reporting period,

regardless of when the actual settlement is expected to occur.

Share-based payments

The fair value of equity-settled share options granted to employees, directors, and key management

personnel is measured at the grant date in accordance with IFRS 2 Share-based Payment. The fair value

is determined using an appropriate option pricing model, such as the Black-Scholes model, taking into

account the terms and conditions upon which the options were granted, including that no market

performance conditions are attached.

The fair value determined at the grant date is recognised as a share-based payment expense in the

statement of comprehensive income, with a corresponding increase in equity, over the vesting period,

being the period over which all vesting conditions are to be satisfied.

The total amount to be expensed is determined by reference to the fair value of the options granted:

 Includes: any market performance conditions (e.g., the entity’s share price);

 Excludes: the impact of service and non-market performance vesting conditions (e.g., profitability,

sales targets, or continued employment); and

 Includes: the impact of any non-vesting conditions (e.g., employee savings or shareholding

requirements).

At each reporting date, the Group reviews and updates its estimate of the number of options expected to

vest, based on service and non-market performance conditions. Any adjustment to original estimates is

recognised in profit or loss, with a corresponding impact on equity.

The options are administered by the Board, which issues the relevant number of shares upon exercise.

Proceeds received on exercise, net of any directly attributable transaction costs, are credited directly to

equity.

2.22 Warrants

The Company issues warrants that entitle holders to subscribe for ordinary shares at a fixed price over a

defined exercise period.

Warrants are assessed at inception to determine whether they fall within the scope of IFRS 2 – Share-

based Payment or IAS 32 – Financial Instruments: Presentation, based on the nature of the counterparty

and transaction.

Warrants issued in exchange for goods or services are accounted for under IFRS 2 as equity-settled share-

based payments.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Warrants issued in a financing or capital raising context, where the counterparty acts in its capacity as an

investor or lender, are accounted for under IAS 32 as equity instruments, provided they meet the fixed-for-

fixed criterion.

Warrants classified within IFRS 2 are measured at fair value at the grant date using an option pricing model

and recognised in profit or loss over the vesting period, or immediately if vesting is immediate.

Warrants classified within IAS 32 are measured at fair value at grant date using an option pricing model.

Any difference between fair value and proceeds received is recognised directly in equity. No charge is

recognised in profit or loss.

The valuation of warrants is based on a Black-Scholes model using assumptions including expected

volatility, expected life, risk-free interest rate, and dividend yield (assumed nil unless otherwise stated).

Where limited historical data exists, volatility is derived from comparable listed entities.

Warrants are classified as equity instruments where they meet the fixed-for-fixed requirement and do not

confer voting or dividend rights until exercised.

2.23 Related Parties

For the purposes of these consolidated financial statements, a party is considered to be related to the

Group if:

I. the party has the ability, directly or indirectly, through one or more intermediaries, to control the

Group or exercise significant influence over the Group in making financial and operating policy

decisions, or has joint control over the Group;

II. the Group and the party are subject to common control;

III. the party is an associate of the Group or a joint venture in which the Group is a joint venturer;

IV. the party is a member of key management personnel of the Group or the Group’s parent, or a

close family member of such an individual, or is an entity under the control, joint control, or

significant influence of such individuals;

V. the party is a close family member of a party referred to in (i) or is an entity under the control, joint

control, or significant influence of such individuals;

VI. the party, or any member of a group of which it is part, provides key management personnel

services to the Group or its parent.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

2.24 Equity and reserves

Share capital represents the total amount received by the Company in consideration for shares issued.

This includes amounts received on the issuance of both ordinary and preference shares, net of any

transaction costs directly attributable to the equity issuance.

Other components of equity include the following:

 Equity component of convertible instruments (such as convertible loan notes) is recognised

separately within equity when the instrument includes a conversion option that meets the

definition of equity. The equity component is measured at the residual amount after deducting

the fair value of the liability component from the fair value of the compound instrument as a

whole at initial recognition. The equity component is not subsequently remeasured. On

conversion, the related equity component is transferred within equity to share capital. If the

instrument expires or is settled without conversion, the equity component remains in equity.

 Foreign Currency Translation reserve comprises foreign currency translation differences

arising from the translation of financial statements of the Group’s foreign entities into GBP.

 Share option reserve represents the cumulative fair value of equity-settled share-based

payments granted to employees and others providing similar services. The reserve is increased

by charges for the fair value of options over the vesting period. On lapse or forfeiture, the

balance is transferred to retained earnings.



 Share warrant reserve represents the equity component of warrants issued by the Group.

Warrants are initially recognised at fair value on the date of grant, with the corresponding credit

recorded in the warrant reserve within equity. No subsequent remeasurement is made to the

warrant reserve. When warrants are exercised, the proceeds received, together with the

amount previously recognised in the warrant reserve, are transferred to share capital as

appropriate. If warrants expire unexercised, the balance in the warrant reserve is retained within

equity.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

3. CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS

When preparing the Group’s consolidated financial statements, management makes a number of

judgements, estimates and assumptions about the recognition and measurement of assets, liabilities,

revenue and expenses.

The following are the judgements and estimates made by management in applying the accounting policies

of the Group that have the most significant effect on these consolidated financial statements.

Significant management judgements

Capitalisation of plant development cost

The Group applies judgement in determining whether costs incurred in the development, upgrade and pre-

operational activities of plant assets meet the criteria for capitalisation in accordance with applicable

accounting standards. Such costs are capitalised only where they are directly attributable to bringing the

asset to the condition necessary for it to be capable of operating as intended by management and where

they are expected to generate future economic benefits. During the year ended 31 December 2025, the

Group capitalised £1,218k (2024: £632k) of costs relating primarily to pre-operational and development

activities for plant assets. These costs have been included within Development and Upgrade Costs.

Management exercises judgement in assessing whether such costs are directly attributable to the

construction and commissioning of the plant and whether the projects remain technically feasible and

commercially viable. The recoverability of these capitalised amounts is dependent on the successful

completion and commissioning of the plant assets and the generation of forecast future cash flows. The

Group monitors the projects for indicators of impairment and considers factors including anticipated

commissioning timelines, forecast energy output and expected tariff rates.

Assessment of Deferred Tax Asset Recognition

The Group assesses at each reporting date the recoverability of deferred tax assets arising from deductible

temporary differences and unused tax losses. This assessment requires judgement in evaluating whether

it is probable that sufficient future taxable profits will be available against which such amounts can be

utilised, taking into account legal, regulatory and economic factors in the relevant tax jurisdictions.

Based on this assessment, and given the Group’s continued loss-making position and the uncertainty

regarding the timing and level of future taxable profits, no deferred tax assets have been recognised in the

consolidated financial statements.

Significant estimates

Impairment of goodwill

During the current year, the Group performed its annual impairment assessment using recoverable

amounts determined with reference to value-in-use and/or fair value less costs of disposal calculations.

This assessment requires management to make significant estimates and assumptions in relation to future

cash flows, including projected operating performance, capital expenditure and long-term growth

assumptions, as well as the determination of appropriate discount rates.

As part of the impairment assessment, the Group utilised an independent external valuation of the relevant

plant assets that was performed in May 2025. The same valuation was used as an input into both the prior

year and current year assessments, with management updating and assessing the underlying cash-flow

assumptions to reflect conditions at the current reporting date. The plant assets represent a significant

component of the related cash-generating units.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

3. CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS (CONTINUED)

Management has reviewed and concurred with the assumptions and methodology used in the external

valuation. However, this assessment remains subject to estimation uncertainty, and any changes in key

assumptions may affect future impairment conclusions. Further details of the key assumptions used are

provided in Note 14.

Useful lives and residual values of depreciable assets

Management reviews its estimate of the useful lives and residual values of depreciable assets at each

reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to

technological obsolescence that may change the utility of certain software and IT equipment and

environmental regulations that can require polluting assets to be depreciated more quickly

Fair value measurement of derivative call option

The Group has entered into a call option agreement granting it the right to acquire a 100% equity interest

in another entity for a fixed cash consideration. The call option is classified as a derivative financial

instrument and is measured at fair value through profit or loss in accordance with IFRS 9.

The determination of the fair value of the call option involves significant management judgement, including

assessment of factors such as the probability of exercise, expected volatility of the underlying investment,

and market conditions. The fair value is subject to estimation uncertainty, and changes in these

judgements could materially affect the Group’s profit or loss. Further details are disclosed in Note 6.

Leases – determination of the appropriate discount rate to measure lease liabilities

The Group enters into leases with third parties and as a consequence the rate implicit in the relevant lease

is not readily determinable. Therefore, the Group uses its incremental borrowing rate as the discount rate

for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the

rate of interest that the Group would have to pay to borrow over similar terms which requires estimations

when no observable rates are available. The Group consults with its main bankers to determine what

interest rate they would expect to charge the Group to borrow money to purchase a similar asset to that

which is being leased. These rates are, where necessary, then adjusted to reflect the creditworthiness of

the entity entering into the lease and the specific condition of the underlying leased asset. The estimated

incremental borrowing rate is higher than the parent company for leases entered into by its subsidiary

undertaking

Fair value measurement of contingent financial liabilities

The Group recognises certain contingent financial liabilities arising from contractual arrangements, which

are measured at fair value through profit or loss.

The fair value of these liabilities is determined using probability-weighted cash flow models, which require

management to estimate the likelihood and timing of future events, such as the achievement of specified

milestones or conditions. These cash flows are discounted using appropriate discount rates reflecting the

time value of money and risks specific to the liability.

Given the long-term and uncertain nature of these assumptions, the resulting fair value is subject to

significant estimation uncertainty. Changes in key assumptions, including probability assessments and

discount rates, may materially affect the carrying amount of the liability and the corresponding charge or

credit to profit or loss. Further information is provided in Note 22.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

4. FINANCIAL RISK MANAGEMENT

This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s

future financial performance. Current year profit and loss information has been included where relevant

to add further context.

The Group does not actively engage in the trading of financial assets for speculative purposes nor does

it write options. The most significant financial risks to which the Group is exposed are described below

4.1 Categories of financial assets and financial liabilities

31 December 2025

Amortised cost

£’000

FVTPL

£’000

Total

£’000

Trade and other receivables

648

Cash and cash equivalents

706

Derivative asset

Total financial assets

1,354

31 December 2025

Amortised cost

£’000

FVTPL

£’000

Total

£’000

Non-current borrowings

9,352

Financial liabilities – contingent consideration

2,792

Trade and other payables

1,126

Total financial liabilities

10,478

2,792

13,270

31 December 2024

Amortised cost

£’000

FVTPL

£’000

Total

£’000

Trade and other receivables

413

Cash and cash equivalents

375

Total financial assets

788

31 December 2024

Amortised cost

£’000

FVTPL

£’000

Total

£’000

Non-current borrowings

10,590

Current borrowings

390

Trade and other payables

1,525

Total financial liabilities

12,505

4.2 Financial risk management

I. Market risk analysis

Foreign exchange risk

Most of the Group’s transactions are carried out in GBP. Exposures to currency exchange rates arise

from the Group’s borrowings, some loans are denominated in Euro (EUR).

The Group mitigates its euro-currency exposure by maintaining a dedicated euro bank account for

seamless transfers and engaging a designated agent to convert funds at competitive rates; it also

executes early transfers of forecast euro inflows to match project outflows, closely monitors its net open

euro position.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

4. FINANCIAL RISK MANAGEMENT (CONTINUED)

Foreign currency denominated financial assets and liabilities, which expose the Group to currency risk,

are disclosed below. The amounts presented represent those reported to key management, translated

into GBP at the closing exchange rate. The Group’s exposure arises primarily from its Finnish subsidiary,

whose functional currency is EUR.

Short-term exposure

Long-term

exposure

EUR

SEK

EUR

31 December 2025

Financial assets

8,356

Financial liabilities

(10,814)

Total exposure

(2,457)

31 December 2024

Financial assets

4,011

Financial liabilities

(72)

(5,532)

Total exposure

(72)

(1,521)

The following sensitivity analysis illustrates the impact of changes in foreign exchange rates on the

Group’s profit or loss, assuming all other variables remain constant. A change of ±5% has been applied

to the relevant foreign exchange rates, which the Directors consider to be a reasonably possible change

at the reporting date. In the prior year, different sensitivity percentages were applied to certain currencies;

however, the Directors have standardised the sensitivity assumption in the current year to improve

consistency and comparability across periods.

If the GBP had strengthened against the EUR by 5% (2024: 5%). During the current year all SEK-

denominated loans were fully settled and, accordingly, the Group had no SEK exposure at the reporting

date.

Profit for the year

Equity

Total

EUR

SEK

EUR

31 December 2025

123

31 December 2024

If the GBP had weakened against the EUR by 5% (2024: 5%) and SEK by N/A (2024: 7%). During the

current year all SEK-denominated loans were fully settled and, accordingly, the Group had no SEK

exposure at the reporting date.

Profit for the year

Equity

Total

EUR

SEK

EUR

31 December 2025

(73)

(50)

(123)

31 December 2024

(67)

(5)

(9)

(81)

During the year, Group has recorded £24k foreign-exchange related losses [2024 – gain £17k] were

recognised in statement of comprehensive income.

Interest rate risk

The Group’s fixed-rate borrowings, including compound financial instruments such as interest-free

convertible loans, are carried at amortised cost. While market interest rates are used in the initial

measurement of such instruments to allocate between liability and equity components, they do not give

rise to ongoing interest rate risk. This is because the carrying amounts and future cash flows of these

instruments are not remeasured based on changes in market interest rates.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

4. FINANCIAL RISK MANAGEMENT (CONTINUED)

Interest rate risk(continued)

The Group does not hold any variable-rate financial instruments. Accordingly, the Group is not exposed

to interest rate risk as defined under IFRS 7.

II. Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is

exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and

other receivables.

The credit risk is managed on a Group basis based on the Group’s credit risk management policies and

procedures.

The Group’s exposure to credit risk is primarily limited to its cash balances held in bank accounts and

trade receivables. To mitigate this risk, the Group holds the majority of its cash and cash equivalents

with reputable banks with strong credit profiles. Group’s main cash resources are held with banks with

an external rating of B. Trade receivables majorly relate to a one customer, which concentrates credit

risk but is monitored regularly to ensure recoverability.

The Group applies the expected credit loss (“ECL”) model in accordance with IFRS 9. No loss allowance

has been recognised as management considers the ECL to be immaterial. The Group’s exposure to

credit risk is currently limited due to the nature and volume of its trade receivables and the Group being

in a pre-operational stage. Based on ongoing oversight by management, the Group considers the credit

risk associated with its trade receivables to be low. As the Group transitions into operational activities, it

will implement more formal credit risk assessment processes and policies appropriate to the scale and

nature of its operations.

As at the reporting date, the Group’s maximum credit risk exposure corresponds to the carrying amount

of cash and cash equivalents and trade receivables on the balance sheet. This represents the maximum

amount that could be at risk should any counterparty fail to meet its obligations.

As at 31 December 2025, the Group’s trade receivables, which are financial assets measured at

amortised cost, are all current. The following table provides an ageing analysis of trade receivables:

2025

£’000

2024

£’000

0 to 3 months

332

413

3 to 6 months

316

6 months +

Total

648

413

III. Liquidity Risk

Liquidity risk is that the Group might be unable to meet its obligations. The Group manages its liquidity

needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as

forecast cash inflows and outflows.

The Group’s objective is to maintain cash and marketable securities to meet its liquidity requirements for

30-day periods at a minimum. The Group currently holds cash balances to provide funding for normal

trading activity. Trade and other payables are monitored as part of normal management routine.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

4. FINANCIAL RISK MANAGEMENT (CONTINUED)

As at 31 December 2025, all financial liabilities were classified at amortised cost. A maturity analysis of

the Group’s non-derivative financial liabilities has contractual maturities (including interest payments

where applicable) as summarised below:

31 December 2025

Within 6

months

£’000

6 to 12

months

£’000

1 to 5

years

£’000

Later

than 5

years

£’000

Borrowings

4,572

8,359

Lease liabilities

157

1,257

13,568

Financial liabilities – contingent consideration

2,792

Trade and other payables

492

337

Total financial liabilities

649

494

8,621

21,927

31 December 2024

Within 6

months

£’000

6 to 12

months

£’000

1 to 5

years

£’000

Later

than 5

years

£’000

Borrowings

1,794

16,620

Lease liabilities

150

1,200

13,254

Trade and other payables

493

1,035

Total financial liabilities

643

1,257

2,994

29,874

4.3 Fair value measurement

The Group measures certain financial instruments at fair value in the statement of financial position.

These fair values are categorised into the fair value hierarchy based on the observability of significant

inputs, in accordance with IFRS 13 – Fair Value Measurement:



Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities



Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset

or liability, either directly or indirectly



Level 3: unobservable inputs for the asset or liability.

The following table summarises the Group’s financial instruments measured at fair value:

Financial instruments

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Financial assets - Derivative assets

Financial liability - Contingent

consideration

2,792

The Group currently has no Level 1 or Level 2 financial instruments measured at fair value; all fair value

amounts relate to Level 3 instruments.

No transfers occurred between levels.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

4. FINANCIAL RISK MANAGEMENT (CONTINUED)

Level 3 fair value measurement – Financial assets



The fair value of derivative assets is determined using valuation techniques based on

unobservable inputs.



The Group has assessed the fair value of the call option and concluded that, as at the reporting

date, its value is not material and has therefore been determined to be nil.



Given the nil valuation, changes in significant unobservable inputs, including assumptions such as

volatility and probability of exercise, would not result in a material impact on the financial

statements. Accordingly, a sensitivity analysis has not been presented, more details are provided

in Note 6.



The valuation reflects management’s assessment that the likelihood of the option being exercised

and generating economic benefit is remote at the reporting date.

Level 3 fair value measurement – Financial liabilities



The Group measures contingent liability now recognised at fair value, using valuation techniques

based on unobservable inputs.



Key assumptions include the probability of settlement, expected timing of outflows, and applicable

discount rates.



Changes in these significant unobservable inputs could materially affect the fair value of the

liability. A sensitivity analysis is provided in Note 22.

The Group’s finance team performs fair value measurements for reporting purposes. Valuation

techniques are selected based on the characteristics of each instrument. The finance team reports

directly to the CFO. Valuation processes and fair value changes are reviewed by the CFO and CEO at

least annually in line with the Group’s reporting dates.

5. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern

and to maintain sufficient funding to support the development and operation of its on-going projects.

The Group considers its capital to comprise total equity and borrowings. Management monitors capital

based on the Group’s cash position, available funding and overall equity position as presented in the

consolidated statement of financial position.

As the Group continues to develop its projects, it may incur operating losses and therefore relies on a

combination of shareholder support and external financing to fund its activities. Management reviews the

Group’s capital requirements regularly and takes appropriate actions to ensure that adequate resources

are available to meet its obligations as they fall due.

The Group is not subject to any externally imposed capital requirements.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

6. INVESTMENTS AND DEVELOPMENT AGREEMENTS

German Geothermal Development Structure

During the period, the Group entered into an agreement to establish a new investment structure in Germany

focused on the development of geothermal energy assets. The arrangement involved the creation of a

holding entity and underlying project companies to progress three geothermal projects.

Ownership and Governance

In March 2025, the Cindrigo Geothermal Limited a 100% subsidiary of the Company entered into an

investment agreement with Zukunft Geowärme GmbH (“ZGG”) for developing three geothermal projects

via dedicated SPVs.

The intention was that new companies would be established, comprising one new German holding

company and three SPVs, with Zukunft Geoenergie GmbH (“ZGE”) serving as the holding entity. The Group

was to ultimately hold 85% of the shares in this holding company, with the remaining 15% held by ZGG.

However, due to administrative arrangements at the time of incorporation, the shares were initially

registered in the name of the parent company, Cindrigo Holdings Limited.

In addition, three project companies, ZGE 1, ZGE 2 and ZGE 3, have been incorporated in respect of each

geothermal licence, with 100% of their shares held by ZGE.

As at 31 December 2025, Cindrigo Holdings Limited held 100% of the shares in ZGE. The transfer of shares

to the agreed shareholding structure is expected to be completed subsequently. A shareholders’ agreement

governs the rights and obligations of the parties.

Contingent Liabilities – BEW and KfW Funding Entitlements

Under the investment agreement, milestone bonuses of up to €1M per project are payable to ZGG’s

shareholders if each project secures at least €15M of German federal funding (e.g., BEW/KfW). A pro-rata

bonus applies for funding between €10M to €15M, with no payment due if less than €10m of German federal

funding is received. An additional €5M per project is payable if, post-completion, average output across all

three plants meets or exceeds 22 MW.

While these payments are contractually contingent on future events, management has assessed that the

Group has a present obligation under the terms of the agreement and that an outflow of economic benefits

is probable. Accordingly, a provision has been recognised in the statement of financial position as at 31

December 2025. Further details of the provision, including measurement and key assumptions, are

disclosed in Note 22.

Call Option on ZGG Shareholding

The Group has entered into a call option agreement granting it the right, but not the obligation, to acquire

100% of the issued share capital of ZGG for a fixed consideration of €600,000, exercisable at any time up

to April 2027. A fee of £64k (€75k) was paid on inception in respect of the grant of option.

o Accounting classification and initial recognition

The call option meets the definition of a derivative financial instrument under IFRS 9, as its value changes

in response to an underlying variable, it requires little or no initial net investment relative to other contracts

with a similar response to market factors, and it is settled at a future date. On initial recognition, the fee

paid of £64k in respect of the grant of the option was recognised as a financial asset at fair value.

o Subsequent measurement

In accordance with IFRS 9, the call option is subsequently measured at fair value through profit or loss

(FVTPL) at each reporting date.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

6. INVESTMENTS AND DEVELOPMENT AGREEMENTS (CONTINUED)

At 31 December 2025, the fair value of the option has been assessed as nil (see Fair Value Measurement

below). Accordingly, a fair value loss of £64k has been recognised in profit or loss for the year (2024:

£nil).

o Fair value measurement

The fair value of the call option has been assessed in accordance with IFRS 13, which defines fair value

as the price that would be received to sell an asset in an orderly transaction between market participants

at the measurement date.

The underlying investment, ZGG, is a private limited company that does not currently generate operating

revenues and incurs only administrative expenses. Its principal assets comprise three geothermal licences,

which remain legally registered in ZGG’s name but are not capitalised in its financial statements. These

licences are in early-stage development, with no secured project financing in place, and development

timelines are expected to extend beyond the remaining term of the option.

Although the option is currently out of the money relative to its €600,000 exercise price and was acquired

in March 2025, management has reassessed the relevance of the transaction price at the reporting date.

In light of the limited progress in the underlying project, the absence of financing, and the shortened

remaining term of approximately 16 months, the conditions and assumptions underpinning the initial

transaction price are no longer considered reflective of those that would be applied by market participants

at the measurement date.

Accordingly, the valuation reflect current circumstances, under which the likelihood of the option delivering

economic benefit prior to expiry is considered remote. On this basis, the fair value of the option at the

reporting date has been assessed as nil. Settlement of the option, if exercised, would be made in cash at

the contractual exercise price of €600,000.

The valuation relies on unobservable inputs and is classified as Level 3 in the IFRS 13 fair value hierarchy.

o Level 3 valuation technique and inputs

The fair value of the call option has been determined using a probability-weighted assessment of potential

outcomes, reflecting assumptions that market participants would apply at the measurement date.

Significant unobservable inputs include the probability of the underlying project achieving commercial

viability within the option term, the expected timing of development milestones, and assumptions regarding

the availability of project financing. Changes in these inputs are not expected to result in a material increase

to the fair value, which has been assessed as nil at 31 December 2025.

o Sensitivity analysis

The fair value is most sensitive to changes in the assumed probability of the project achieving commercial

viability prior to the option’s expiry. Reasonably possible changes in these assumptions would not result in

a material increase in the fair value at the reporting date.

o Reconciliation

2025

£’000

Opening balance 1 January 2025

Additions/fees paid

Fair value loss recognised in profit or loss

(64)

Settlements / exercises

Closing balance 31 December 2025

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

7. REVENUE

2025

2024

£’000

Management services

256

Personnel leasing

Sale of energy, Heat

Total

263

Revenue for the year comprises income from management services provided to Fuelwood Finland Oy,

which represents the Company’s principal source of income in the current year.

In the year ended 31 December 2025, revenue of £256k arose from services provided to a single

external customer, representing 97% of Group’s total revenue. In the year ended 31 December 2024,

revenue of £85k arose from the sale of heat to a single external customer, representing 100% of the

Group’s total revenue. Revenue was reported within the Group’s single operating segment.

At 31 December 2025, the Group had no contract assets and no contract liabilities. Revenue is

recognised over time for management services because the customer simultaneously receives and

consumes the benefits as the Group performs. The transaction price is determined by agreed

contractual terms and does not include variable consideration. The Group applies the practical

expedient in IFRS 15 Revenue from Contracts with Customers paragraph 121 and therefore does not

disclose information about remaining performance obligations for contracts with an original expected

duration of one year or less.

Personnel leasing income is not a principal source of the Company’s revenue and arises on a one-off,

non-recurring basis. Such income is recognised in the period in which the related services are provided.

8. OTHER INCOME

2025

2024

£’000

Gain on settlement of deferred consideration

Total

In April 2024, the Group completed the acquisition of the issued share capital of Kaipola. Part of the

consideration for the acquisition was structured as deferred consideration payable in accordance with

the original share purchase agreement.

Subsequent to the initial agreement, the terms of the deferred consideration were amended to allow for

early settlement at a discounted amount, which the Group elected to exercise. The resulting reduction

in the deferred consideration liability has been recognised as a gain in the consolidated statement of

comprehensive income within “other income” for the period.

The discount obtained forms part of the maximum earn-out and is disclosed in the Note 22.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

9. ADMINISTRATIVE EXPENSES

Administrative expense comprise of following:

2025

2024

£’000

Consulting fees

779

889

Bonus payments

155

775

Directors’ fees

106

Termination benefits – director resignation

Listing-related expenses

1,020

223

Legal and professional fees

158

129

IR, communication and marketing

186

103

Travelling

243

140

Audit, accountancy and related services

244

118

Development costs – German geothermal projects

Foreign exchange (gain)/loss

(17)

Other administrative costs

Share option expense

(33)

674

Loan arrangement fees

1,553

Wages and social security

Loss on parent’s settlement of ex-subsidiary debt

Total

3,096

4,833

Included within administrative expenses for 2024 is £1,553k relating to costs incurred in connection with

securing financing for the acquisition of a new subsidiary, under arrangements whereby the lender was

granted a 10% equity interest in the acquired entity as part of the financing terms. These costs were

previously presented within finance costs but have been reclassified to administrative expenses in the

current year to better reflect their nature as transaction-related arrangement costs associated with the

acquisition and financing structure. This reclassification has no impact on loss for the year, total equity,

net assets, or cash flows.

In order to improve consistency, £223k of listing-related costs previously presented within “Legal and

professional fees” in 2024 have been reclassified to “Listing-related expenses” in that year. No totals are

affected.

Audit, accountancy and related services includes:

2025

2024

£’000

Audit fees

188

Non-audit service fees

Other

Total

244

118

Fees for non-audit services were paid to auditors other than Grant Thornton.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

10. FAIR VALUE GAINS/(LOSSES)

Note

2025

2024

£’000

Financial assets at fair value

Financial liabilities at fair value

2,792

Total

2,856

11. IMPAIRMENT OF FINANCIAL ASSETS

2025

2024

£’000

Restated

Write-off of debtor balance

107

Intercompany loans write off

(25)

Total

107

(25)

During the year, the Group wrote off an irrecoverable trade debtor balance of £107k after concluding there

was no reasonable expectation of recovery in accordance with IFRS 9. The write-off resulted in a charge

recognised within Impairment of financial assets. No further recoveries are expected.

Dravacel – Reclassification of Prior Year Presentation

In the prior year, the Group recognised two amounts relating to Dravacel d.o.o.:

 £4,329k – write-off of intercompany balances due from Dravacel following its liquidation; and

 £1,184k – net impairment charge relating to the suspension of the Slatina 3 Project (being the

difference between a £4,447k impairment of property, plant and equipment and a £3,263k gain on

deconsolidation).

These amounts were aggregated and presented as “Impairment loss on financial assets” in the 2024

financial statements.

As part of the current-year review, the Group reassessed the presentation of the Dravacel-related charges

to ensure compliance with the relevant IFRS requirements. To provide clearer and more transparent

information to users, the Group has disaggregated the previously combined amounts and presented them

according to their nature.

The revised presentation is as follows:

 £4,447k – impairment and write-off of property, plant and equipment, now presented as “Impairment

of non-financial assets” in accordance with IAS 36; and

 £1,066k – net loss on loss of control of subsidiary, comprising the write-off of intercompany balances

of £4,329k and the gain on deconsolidation of £3,263k, now presented as “Loss on loss of control of

subsidiary” in accordance with IFRS 10.

This change relates solely to presentation. It does not affect the total net charge previously recognised,

nor does it impact the Group’s profit, net assets, or cash flows for the prior year. The updated presentation

simply reflects the differing nature of the impairment and disposal-related items and enhances the clarity

of the financial statements.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

12. PROPERTY, PLANT AND EQUIPMENT

The Group had no contractual commitments for the acquisition of property, plant and equipment as at 31

December 2025.

Machinery and Equipment and furniture and other movables are assets held by the newly acquired

subsidiary, Kaipola. During the year, the Group incurred additional costs relating to plant improvements and

enhancements to operational infrastructure.

Development/Upgrade Costs represent capitalised expenditures incurred in connection with plant

improvements and infrastructure enhancements at the Kaipola facility. These investments are intended to

modernise operations, improve production efficiency, and support the Group’s long-term strategic.

Land and assets under construction were related to the Slatina 3 Project, held through Dravacel, were fully

impaired in the prior year, following the liquidation of the subsidiary, as the recoverable amount of these assets

was assessed to be nil.

	Machinery	Furniture and	Development/		Assets under
	and	other movables	Upgrade cost	Land	construction	Total
	equipment
Gross carrying amount	£’000	£’000	£’000	£’000	£’000	£’000
As at 1 January 2025	73	2	632	-	-	707
Additions	242	-	1,218	-	-	1,460
At 31 December 2025	315	2	1,850	-	-	2,167
Depreciation and Impairment
As at 1 January 2025	(19)	-	-	-	-	(19)
Depreciation	(74)	(1)	(63)	-	-	(138)
Impairment
At 31 December 2025	(93)	(1)	(63)	-	-	(157)
Carrying amount 31 December 2025	222	1	1,787	-	-	2,010
	Machinery	Furniture and	Development/		Assets under
	and	other movables	Upgrade cost	Land	construction	Total
	equipment
Gross carrying amount	£’000	£’000	£’000	£’000	£’000	£’000
As at 1 January 2024	-	-	-	612	1,532	2,144
Additions	73	2	632	-	2,915	3,622
Disposal – liquidation of subsidiary	-	-	-	(612)	-	(612)
At 31 December 2024	73	2	632	-	4,447	5,154
Depreciation and Impairment
As at 1 January 2024	-	-	-	-	-	-
Depreciation	(19)	-	-	-	-	(19)
Impairment	-	-	-	-	(4,447)	(4,447)
At 31 December 2024	(19)	-	-	-	(4,447)	(4,466)
Carrying amount 31 December 2024	54	2	632	-	-	688

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

13. LEASES

Right-of-use assets - Leased Plant - Reconciliation of Carrying Amounts

Lease liability

Lease liability is presented in the consolidated statement of financial position as follows:

2025

2024

£’000

Current

Non-current

4,751

4,551

4,767

4,565

The Group has a single lease arrangement in respect of Kaipola plant with a lease term of 50 years (the

“Lease”). The Lease is recognised in the consolidated statement of financial position as a right-of-use

asset and a corresponding lease liability. Under the Lease, a fixed rent of €30k per month is payable up

to 50% of the Plant’s output, with a potential additional variable rent of up to €70k per month depending

on performance above 50% output. For the calculation of the right-of-use asset and lease liability, only

the fixed €30 monthly rent has been considered, and not the variable portion, as it is contingent upon

future output levels. These payments vary with actual production levels and are therefore excluded from

the lease liability under IFRS 16.27. Variable lease payments recognised in statement of comprehensive

income during the year were £0k (2024: £0k). The Group is exposed to future cash-flow variability as

these payments may become significant if output increases. Management monitors expected production

levels when assessing future lease-related cash flows.

The lease liability has been measured as the present value of the fixed lease payments over the lease

term, discounted using the Group’s incremental borrowing rate of 6.27%, which represents the rate that

the Group would have to pay to borrow, over a similar term and with similar security, the funds necessary

to obtain an asset of a similar value in a similar economic environment.

The lease agreements restrict the Group’s ability to transfer, sublease, or grant rights to third parties over

the leased assets or premises. Leases are generally non-cancellable, or may only be terminated upon

payment of a substantial termination fee.

2025

2024

£’000

Gross carrying amount

As at 1 January

4,452

Additions

4,452

Disposal

Foreign exchange movement

211

At 31 December

4,663

4,452

Depreciation

As at 1 January

(74)

Depreciation

(91)

(74)

Foreign exchange movement

(6)

At 31 December

(171)

(74)

Carrying amount 31 December

4,492

4,378

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

13. LEASES (CONTINUED)

Kaipola holds a pre-emption right against third parties if the Lessor decides to sell all or part of the

properties. In such cases, the transfer price shall be based on a bank-verified binding offer made by a

third party for the purchase of the leased property or a portion thereof. Any pre-emption transaction will

be conducted under the same terms and conditions as the binding offer from the third party.

Maturity analysis of undiscounted lease liabilities:

Within 1 year

1-5 years

After 5 years

Total

£’000

Lease liabilities at 31 December 2025

314

1,257

13,568

15,140

Lease liabilities at 31 December 2024

300

1,200

13,254

14,754

Interest expense of £293k (2024 - £213k) were incurred on lease liabilities.

Total cash outflow for the Lease for the year ended 31 December 2025 is £358k [(€420k)] (2024 – NIL),

rental payments totaling £51k [(€60k)] were unpaid, are included in trade and other payables at the year

end.

14. GOODWILL

Impairment testing

The Group tests cash-generating units (CGUs) to which goodwill has been allocated for impairment

annually, or more frequently where indicators of impairment exist. Goodwill is allocated to the Kaipola

CGU (the “Plant”), which represents the lowest level within the Group at which goodwill is monitored for

internal management purposes and is expected to benefit from the synergies of the business

combination.

o Determination of recoverable amount

The recoverable amount of the Kaipola CGU is determined on the basis of its value-in-use (VIU).

As at 31 December 2025, management determined that the recoverable amount is based on the VIU

model:

a. Value-in-use (VIU): £133,017k (2024: £272,326k)

b. Carrying amount of CGU: £22,411k

c. Headroom (a - b): £110,606k

2025

2024

£’000

Gross carrying amount

As at 1 January

15,533

Acquired through business combination

15,533

Net exchange difference

376

At 31 December

15,909

15,533

Accumulated impairment

As at 1 January

Impairment loss recognised

At 31 December

Carrying amount 31 December

15,909

15,533

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

14. GOODWILL (CONTINUED)

o Value-in-use (VIU)

The VIU was calculated using a discounted cash flow (DCF) model.

Key assumptions used in the VIU model are as follows:



Forecast period: 5 years, based on management-approved budgets and forecasts



Terminal value: A terminal value is applied at the end of the 5‑year forecast period to reflect

estimated cash flows over the remaining operational life of the plant of approximately 45 years,

being the balance of an estimated total operational life of 50 years.



Discount rate: 10% (pre-tax), reflecting current market assessments of the time value of money

and risks specific to the CGU, to the extent that such risks are not already incorporated in the

forecast cash flows.



Revenue growth: Revenue during the explicit forecast period is based on existing contracted

revenues. Beyond the forecast period, growth assumptions are conservative and aligned with

long‑term inflationary expectations, with no material volume expansion assumed.



Long-term growth rate: 2%, consistent with long‑term inflation. This rate does not include

speculative growth or incremental operational efficiencies, which are not assumed beyond existing

contractual arrangements



Capital expenditure assumptions include only committed and maintenance capital expenditure

and exclude uncommitted upgrades, expansions, or enhancements.



Operational efficiencies: Forecast cash flows assume only operational efficiencies already

identified and supported by existing contracts. No uncommitted or speculative efficiency

improvements are included

The VIU calculated using these assumptions is £133,017k.

o CGU composition and carrying amount

The carrying amount of the Kaipola CGU includes:

Asset class

Amount

£’000

Goodwill

15,909

Property, plant and equipment directly attributable to the plant

2,010

Right-of-use asset capitalised, directly attribute to plant

4,492

Total CGU carrying amount

22,411

o Sensitivity analysis

The recoverable amount is sensitive primarily to the discount rate, terminal growth rate and forecast

operating cash flows.

Sensitivity Analysis – Value in Use (VIU)

Assumption

Base Case

Sensitivity

NPV / VIU

Change vs Base

Case

Discount rate

10%

+1% (11%)

£127,245k

–£5,772k

Terminal growth

rate

2.0%

–0.5% (1.5%)

£125,894k

–£7,123k

+0.5% (2.5%)

£141,091k

+£8,074k

Operating cash

flows

Base cash flows

–5%

£126,367k

–£6,650k

o Conclusion

As at 31 December 2025, the recoverable amount of the Kaipola CGU exceeds its carrying amount.

Accordingly, no impairment loss has been recognised.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

15. EXPLORATION AND EVALUATION ASSETS

Additions and recognition

During the year ended 31 December 2025, the Group entered into an investment agreement with an

investor ZGG (see Note 6). Under the agreement:

 The Group assumed responsibility for ZGG’s shareholder loans with an aggregate nominal amount

of £87k (€100k) (the “ZGG shareholder loans”). This assumption of liabilities constitutes

consideration for the acquisition of contractual rights to use geothermal licences held by a third party.

 In addition, the Group incurred further exploration and evaluation (“E&E”) expenditure during the year

in connection with its geothermal projects, including costs relating to field appraisal studies and

technical assessments. An amount of £136k relating to such expenditure has been capitalised during

the year.

As at 31 December 2025, all three projects/licenses (ZGE 1, ZGE 2 and ZGE 3) are in the exploration and

evaluation phase. Activities undertaken to date include field appraisal studies and ongoing technical

assessments. No commercial production has commenced.

Level of Cash-Generating Units

For impairment assessment purposes, the Group has determined that the three licences collectively

constitute a single cash-generating unit (CGU). This reflects the integrated nature of the project: the

licences are expected to be developed together using shared infrastructure and funding, and the resulting

cash inflows are interdependent.

As a result, the Group does not capitalise costs separately per licence, but on a combined project basis.

Impairment assessments are performed at the project CGU level in accordance with IFRS 6 and IAS 36.

The CGU does not exceed the level of an operating segment as defined in IFRS 8.

Impairment of exploration and evaluation assets

In performing the impairment assessment, management considered the following indicators:

 The Group retains the right to explore in the relevant licence areas.

 Substantive expenditure on further exploration and evaluation is planned and budgeted.

 Exploration activities have not led to a decision to discontinue the projects.

 There is sufficient data to indicate that the carrying amount is expected to be recovered through

successful development or sale.

CONTRACTUAL

RIGHTS

£’000

Gross carrying amount

As at 1 January 2025

Additions

223

Net exchange difference

At 31 December 2025

223

Accumulated impairment

As at 1 January 2025

Impairment losses

At 31 December 2025

Carrying amount 31 December 2025

223

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

15. EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Additional indicators assessed:

External indicators

 Licences have been renewed for the current period

 No adverse regulatory changes in Germany

 No legal challenges or restrictions identified

Internal indicators

 Ongoing field appraisal and technical evaluation activities

 No intention to abandon or suspend the projects

 Continued availability of financing and technical resources

Based on the assessment performed, management concluded that no impairment indicators were present

as at 31 December 2025, and therefore no impairment loss has been recognised.

Future development

Upon demonstration of technical feasibility and commercial viability, the exploration and evaluation assets

will be reclassified to development or production assets. At that point, the assets will be amortised over

their expected useful lives.

16. SHARE CAPITAL

a. Issued and fully paid

Number of shares

Share capital

account

£’000

At 1 January 2025

214,949,325

38,360

Shares issued and fully paid during the year

- Share issue, open offer

48,106,124

2,886

- Share issue, placing

17,006,996

2,041

- Share issue, advisor/introducer

759,442

- Share issue, loan settled by issue of shares

51,090,867

6,508

Transaction costs related to share issues

- Placing fees

(157)

- Other legal fees, charged by broker

(46)

- Allocated to share warrant reserve

(893)

At 31 December 2025

331,912,754

48,714

At 1 January 2024

142,041,530

22,583

Shares issued and fully paid during the year

- Share issue, Kaipola acquisition

13,636,364

12,778

- Share issue, open offer

59,271,431

3,556

Transaction costs related to share issues

- Placing fees

(557)*

At 31 December 2024

214,949,325

38,360

*Of the total placing costs of £557k incurred during the prior year, £70k was settled in cash and is presented

as a financing cash outflow. The remaining £487k was settled by the issue of equity instruments and

represents a non-cash financing transaction in accordance with IAS7

The Company’s ordinary shares have a nominal value of £0.01 each. All issued ordinary shares are

uniform in all respects and constitute a single class for all purposes. The issued ordinary shares rank pari

passu and are entitled to all dividends and other distributions declared thereafter.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

16. SHARE CAPITAL (CONTINUED)

During the year, the Company issued a total of 48,106,124 ordinary shares, increasing share capital by

£2,886k, pursuant to open offer subscriptions. Placing fees directly attributable to this issue amounted to

£34k and were deducted from equity.

Following approval by shareholders at an Extraordinary General Meeting held on 24 October 2025, the

Company undertook a capital reorganisation whereby each ordinary share of £2.667609 was subdivided

into one ordinary share of £0.01 and one deferred share of £2.657609. The deferred shares have no voting

or economic rights. The reorganisation had no impact on the total equity of the Company.

In addition, on 31 October 2025 the issued and to be issued share capital of the Company was admitted

to trading on London Stock Exchange and the company completed a placing of 17,006,996 ordinary shares

of face value £0.01 each at a price of £0.12 per share, raising gross proceeds of £2,041k before expenses.

Costs directly attributable to this transaction is £123k placing fees, £46k other legal fees charged by broker.

Further 759,422 shares were issued to advisors/introducers in August 2020 to settle advisory services.

The amount for these shares was initially recorded in the subscription reserve and has now been

reclassified to share capital upon issuance.

During the year, following Convertible Loan Notes were converted into ordinary shares in accordance with

their respective terms. On conversion, the carrying value of the debt and the associated equity component

were reclassified to share capital in accordance with IAS 32. No gain or loss arose on conversion of equity-

classified instruments.

CLN reference

Conversion

date

issued

Debt

conversion

(£’000)

Equity reserve

transferred

(£’000)

Series 1 - YA II PN, Ltd

04 Nov 2025

1,090,856

529

270

Series 3 CLN - Danir AB

16 Dec 2025

6,122,594

465

237

Series 4 CLN - Danir AB

16 Dec 2025

15,750,000

1,128

579

Nil Coupon CLN 2031 - Danir AB

16 Dec 2025

25,399,333

1,027

557

May 2025 - Loan B - Danir AB

16 Dec 2025

2,247,884

1,579

107

May 2025 - Subscription agreement - Danir

AB - partial settlement

16 Dec 2025

480,200

Total

51,090,867

4,750

1,758

Refer to Note 17 for details of warrants issued during the year. The net impact of £893k arising from the

allocation of proceeds to warrants has been recognised within the share warrant reserve.

b. Deferred shares

Number of shares

Nominal value

Deferred shares

263,055,449

2.657609

On 24 October 2025, the Company completed a capital reorganisation. As part of this reorganisation, and

following multiple share issues at prices below nominal value, 263,055,449 deferred shares were created.

The deferred shares carry no voting rights and confer no rights to dividends or any other economic

participation in the Company. Although the deferred shares have a nominal value of £2.657609 each, they

have no economic substance and are therefore excluded from recognised share capital.

c. Shares subscription reserve

As at 31 December 2025, the Company had received cash of £24k in respect of share subscriptions. The

corresponding 254,967 ordinary shares recorded within the Share Subscription Reserve as at the reporting

date. Upon issuance after the year-end, the reserve will be transferred to Share Capital.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

16. SHARE CAPITAL (CONTINUED)

In addition, a bank receipt of £18k was received prior to the year-end; however, the payer has not yet been

identified. As shares cannot be allocated until identification, the amount remains in the Subscription

Reserve and no shares have been issued respect of this amount.

17. SHARE WARRANTS GRANTED

Summary of Warrants Outstanding at Year End

Class of

warrants

Counterparty

Exercise price

Vesting

Expiry

Number of

warrants

Accounting

treatment

Sponsor

Warrants

Sponsor

£0.12 per share

31 Oct 2025

31 Oct 2030

1,666,666

IFRS 2

Broker

Warrants

Broker

£0.12 per share

31 Oct 2025

31 Oct 2027

695,832

IFRS 2

Investor

Warrants

New investor

£0.12 per share

31 Oct 2025

31 Jul 2026

17,176,995

IAS 32

Loyalty

Warrants

Existing

shareholders

£0.20 per share

31 Oct 2025

30 Apr 2026

13,000,000

IAS 32

Settlement

Warrant

Lender

£0.2729 per

31 Oct 2025

30 Apr 2027

3,297,879

IAS 32

Nature of Warrants

- Sponsor warrants were issued in consideration for advisory services provided in connection with the

Company’s listing on LSE.

- Broker warrants were issued in consideration for services provided in connection with the Placing.

- Investor warrants were issued as an incentive to subscribe for new ordinary shares.

- Loyalty warrants were issued to certain existing shareholders who entered into lock-in agreements

with the Company.

- Settlement warrants were issued to two lenders in relation to loan facilities entered into by the Group.

The warrants formed part of the original loan agreements but warrants were issued upon the listing of

the Company during the year.

Measurement of Fair Value

o Warrants within scope of IFRS 2

Sponsor and Broker warrants have been accounted for as equity-settled share-based payments in

accordance with IFRS 2 – Share-based Payment.

The fair value of the warrants measured at the grant date using a Black-Scholes valuation model.

Key assumptions used in the valuation included expected volatility, risk-free interest rate, expected life

and a nil dividend yield. Expected volatility was determined by reference to comparable listed companies

due to the limited trading history of the Company.

The inputs into the Black-Scholes Pricing Model were as follows:

Sponsor Warrants

Broker Warrants

Exercise price

0.12

Expected volatility

76%

79%

Expected life

5 year

2 year

Risk-free rate

3.912%

3.769%

These warrants vested immediately and the full fair value was recognised in the income statement.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

17. SHARE WARRANTS GRANTED (CONTINUED)

o Within scope of IAS 32

Investor and Loyalty warrants were issued to shareholders in their capacity as investors and not in

exchange for goods or services. Accordingly, these warrants fall outside the scope of IFRS 2 and have

been accounted for as equity instruments under IAS 32 – Financial Instruments: Presentation.

The fair value of the warrants measured at the grant date using a Black-Scholes valuation model.

The inputs into the Black-Scholes Pricing Model were as follows:

Investor Warrants

Loyalty Warrants

Settlement Warrant

Exercise price

0.12

0.20

0.2729

Expected volatility

92%

79%

Expected life

9 months

6 months

18 months

Risk-free rate

3.688%

3.769%

 Investor and Loyalty warrants are treated as part of equity financing transactions, with fair value

recognised as a deduction from equity (as a reduction in share capital), and no charge has been

recognised in the income statement in respect of these warrants.

 Settlement warrants, originally part of the loan agreement, were issued upon the Company’s listing

as part of the overall financing arrangement. In accordance with IAS 32, their fair value was

determined at issue and recognised as a reduction in equity, with a corresponding credit to the

share warrant reserve.

As the warrants vested immediately, the full charge was recognised in the year.

Reconciliation of Warrants

Number of

Value

£’000

Outstanding at 1 January 2025

Granted

35,837,375

893

Exercised/expired

Outstanding at 31 December 2025

35,837,372

893

The value represents the cumulative fair value of the warrants recognised in the warrant reserve.

Potential Dilution

At the reporting date, the exercise of all outstanding warrants would result in the issue of 35,837,372

additional ordinary shares for gross proceeds of £5,845k.

18. CASH AND CASH EQUIVALENTS

2025

2024

£’000

Cash at bank and in hand

706

375

Total

706

375

Cash and cash equivalents comprise cash at bank and in hand, held by the Group. As at the reporting

date, all cash and cash equivalents are available for use by the Group without restriction. There are no

balances that are pledged, held in escrow, or otherwise subject to restriction.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

19. INVENTORIES

2025

2024

£’000

Raw materials and consumables

182

163

Total

182

163

For the years ended 31 December 2025 and 2024, inventories were recognised in statement of

comprehensive income as part of cost of sales. The Group did not record any write-down of inventories

to net realisable value during either reporting period.

20. TRADE AND OTHER RECEIVABLES

2025

2024

£’000

Prepayments and accrued income

Trade debtors

332

105

Other debtors

270

276

Total

648

413

All trade and other receivables ae classified as current. The net carrying amounts of these receivables

are considered to be a reasonable approximation of their fair value due to their short-term nature. As

at 31 December 2025, the Group has not recognised any impairment losses on trade receivables. The

Group continues to monitor credit risk and applies the simplified approach under IFRS 9 Financial

Instruments to measure expected credit losses, using a lifetime expected credit loss model.

21. BORROWINGS

2025

£’000

2024

£’000

Current

Other loans

390

Non-current

Other loans

4,032

Loan notes

5,320

10,590

9,352

10,590

Total

9,352

10,980

Details of the calculation of borrowings are set out in Table 1, while the terms and other relevant details

of each borrowing arrangement are provided in Table 2.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

21. BORROWINGS (CONTINUED)

Table 1 – Loan notes (Debt components)

Non-current

Note

Note 14A

Note

14B

Note

Total

£’000

Balance as at 1 January 2024

691

484

423

1,025

933

790

849

527

367

754

6,843

New loan notes issued

2,757

1,255

4,012

Equity Component of Conv. Loan

(1,564)

(107)

(1,671)

Finance Charge

197

658

FX gain/loss

(7)

(5)

(38)

(50)

Fair Value Gain/Loss on Derecog.

(2)

692

(12)

(16)

798

Restructuring of Loan (Note 13)

(816)

(546)

(2,885)

(1,291)

5,538

Restructuring of Loan (Note 14)

(1,573)

(421)

(868)

(72)

1,361

1,573

Balance as at 31 December 2024

725

508

444

1,076

980

4,035

1,333

1,489

10,590

New Loan notes issued

2,500

Restructuring of Loan*

278

Finance Charge

253

654

FX gain/loss

Loans settled by issue of shares

(529)

(465)

(1,128)

(1,027)

(22)

(1,579)

(4,750)

Balance as at 31 December 2025

762

4,266

1,453

2,579

292

9,352

Table 2 – Loan notes (Equity components)

Note

14A

Note

14B

Note

Total

£’000

Balance as at 1 January 2024

386

270

237

579

557

177

118

2,381

Equity Component of Conv. Loan

1,564

107

1,671

Balance moved to retained earnings

due to loan restructuring

(177)

(57)

(118)

**(352)

Balance as at 31 December 2024

386

270

237

579

557

**1,564

107

3,700

Reserve transferred to share capital –

loans settled by issue of shares

(270)

(237)

(579)

(557)

(8)

(107)

(1,758)

Balance as at 31 December 2025

386

1,556

1,942

* During the year, the Group restructured certain loan notes with a carrying value of £318k, which were classified as current borrowings in the prior year. As part of this restructuring, the existing loan notes were extinguished

and replaced with new loan notes amounting to £278k issued to lenders. The remaining balance of £40k, for which lender confirmation was not received, was derecognised and recognised as a gain on extinguishment of financial

liabilities in the statement of profit or loss. Following the restructuring and extension of maturity, the reissued loan notes have been classified as non-current at 31 December 2025.

**In the prior year, an amount of (£352) relating to the balance moved to retained earnings following loan restructuring was presented in an incorrect column within Note 13 (Loans), resulting in the total being

shown as £1,608 instead of £1,564. The presentation has been corrected in the current year comparative disclosure, with no impact on the primary financial statements, as the total was correctly stated.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

21. BORROWINGS (CONTINUED)

Table 3 - Summary of Convertible Loan Note Terms

Note Ref

Instrument name/series

Investor /

Party

Instrument

amounts

Issue Date

Maturity

EIR

Coupon

rate

Convertible

Conversion

Price

Classification

Settled?

Note 1

Series 2 (unsecured, zero-

coupon, convertible and

transferable loan notes)

Yang Jun

£1,000,000

30 Jul 2021

30 Jul 2031

Yes

£0.5458

Compound instrument

Note 2

Series 1 (unsecured, zero-

coupon, convertible and

transferable loan notes)

YA II PN,

Ltd

£700,000

30 Jul 2021

30 Jul 2031

Yes

£0.6417

Compound instrument

Yes

Note 3

Series 3 (unsecured, zero-

coupon, convertible and

transferable loan notes)

Danir AB

£612,260

30 Jul 2021

30 Jul 2031

Yes

£0.10

Compound instrument

Yes

Note 4

Series 4 (unsecured, zero-

coupon, convertible and

transferable loan notes)

Danir AB

£1,575,000

22 Oct 2021

22 Oct 2031

Yes

£0.10

Compound instrument

Yes

Note 5

Nil Coupon Convertible Loan

notes 2031

Danir AB

£3,800,900

9 Dec 2022

9 Dec 2032

Yes

£0.15

Compound instrument

Yes

Note

6,8,11 and

Loans 6, 8, 11 and 12 were

merged prior to 31 Dec 2024

under a new subscription

agreement (Note 13).

Danir AB

Note

7,9,10 and

Notes 7, 9, 10 and 11,

including £72k of interest,

were consolidated into Loan

14 prior to 31 Dec 2024 (Note

14).

Danir AB

Note 13

Subscription agreement to

subscribe 92,298,539 shares

in exchange of loans

Danir AB

£5,537,912

3 Oct 2024

16 May 2034

6.27%

Yes

£0.06

Compound instrument

No, not

fully

Note 14A

New Loan agreement 16

May 2025

Danir AB

€1,586,700

3 Oct 2024

30 June 2027

N/A

Debt instrument

Note 14B

Danir AB

£1,573,519

3 Oct 2024

30 June 2027

6.27%

Yes

£0.70

Compound instrument

Yes

Note 15

Subscription agreement 16

May 2025

Danir AB

£2,500,000

16 May

2025

30 June 2027

N/A

Debt instrument

Note 16

£306,599 unlisted,

unsecured, 5% convertible

and transferable loan notes

2027

Various

lenders

£278,297

1 Jan 2025

a. Cash

payment - 31

Dec 2027

b .Conversion to

shares – Any

time after Oct

2025

N/A

Yes

At the higher of

£0.75 per share

or a 25%

discount to the

30-day VWAP.

Debt instrument

(Conversion option

out-of-the-money; no

derivative liability

recognized.)

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

22. FINANCIAL LIABILITIES – CONTINGENT CONSIDERATION

The Group has entered into contractual arrangements that give rise to contingent consideration liabilities

linked to the development and operational performance of two separate projects:

(a) Kaipola SPA Earn-Out

Under the Share Purchase Agreement (“SPA”) relating to the acquisition of Kaipola, the Seller is

entitled to an earn-out of up to €3.85 million, contingent on the Company’s average EBITDA

performance during the first five years following the Commercial Operation Date. If the average

EBITDA exceeds €12,300k, the full earn-out is payable; for EBITDA between €7,400k and €12,300k,

a pro-rata amount is due. One-third of the earn-out is payable in cash and two-thirds through the

issuance of new shares of Cindrigo Holdings Limited at a 15% discount to the volume-weighted

average price (“VWAP”) at the date EBITDA is certified by the auditors.

(b) German Projects – Milestone Bonus Arrangement

Under the investment agreement relating to three German projects, milestone bonuses become

payable upon achieving:

o Funding bonuses linked to BEW/KfW federal funding approvals

o Generating bonuses linked to achieving 22 MW average output across the portfolio Maximum

exposure across all projects is €5.5 million.

Further details of the contractual arrangements are provided in Note 6 – Investment Agreement.

Both agreements were enforceable at 31 December 2025, and therefore recognition is required at that

date.

Fair Value Measurement (IFRS 13)

 Both liabilities are valued using an income approach, specifically a probability-weighted expected

present value technique, consistent with IFRS 13.B10–B11.

 Both liabilities are classified as Level 3, due to significant unobservable inputs.

 Key Inputs and Assumptions

o Probability distributions of EBITDA outcomes (Kaipola)

o Probability distributions of BEW/KfW funding and output performance (German projects)

o Discount rates: 10–15% (Kaipola), 12–15% (German projects)

o VWAP discount (15%) and share-settlement gross-up (Kaipola)

o Expected settlement timing (2027–2029)

o Non-performance risk incorporated via discount rate spreads

 Both liabilities are remeasured at each reporting date, with changes in fair value recognised in profit

or loss.

Recognised Amounts at 31 December 2025	2025	2024
	£’000	£’000
Kaipola SPA Earn-Out	2,249	-
German Projects Milestone Bonus	543	-
	2,792	-

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

22. FINANCIAL LIABILITIES – CONTINGENT CONSIDERATION (CONTINUED)

The maximum potential undiscounted amount payable under the contingent consideration arrangements

is £3.36m (€3.85m) in respect of the Kaipola acquisition and £4.80m (€5.5m) in respect of the German

acquisitions.

Movement in Contingent Consideration Liabilities	2025
	£’000
Opening balance	-
Initial recognition – Kaipola	2,249
Initial recognition – German projects	543
Closing balance	2,792

All initial recognition impacts were recorded in profit or loss.

Sensitivity Analysis

 Kaipola SPA Earn-Out

Key sensitivities:

o	EBITDA probability distribution sensitivity				Probability	Fair value
	Scenario				weighting	(£’000)
	Base case				As modelled	2,249
	-5% change in EBITDA probability distribution				Adjusted probabilities	2,055
o	Discount-rate sensitivity:
	Discount rate	Fair value (£’000)		% change
	10.0%	2,470	9.88%
	13.5%	2,249	0.0%
	15.0%	2,162	-3.83%
 German Projects Milestone Bonus
o		Discount-rate sensitivity
	Discount rate	Fair value (£’000)	% change
	12.0%	1,137	+109.4%
	13.5%	543	0.0%
	15.0%	237	–56.4%
o	Scenario	Funding probability distribution		Probability weighting	Fair value (£’000)
	Base case			As modelled	543
		+5% change in funding probability distribution		Adjusted probabilities	814
		-5% change in funding probability distribution		Adjusted probabilities	272
o	Scenario	Output probability distribution		Probability weighting	Fair value (£’000)
	Base case			As modelled	543
			+5% change in output probability distribution	Adjusted probabilities	574

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

23. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The changes in the Group’s liabilities arising from financing activities can be classified as follows:

Long-term

borrowings

Short-term

borrowings

Lease

liabilities

Total

£’000

1 January 2025

10,590

390

4,565

15,545

Cash-flows:

- Repayment

(77)

(65)

(142)

- Proceeds

2,500

- Interest paid (financing cash flows)

(293)

Non-cash:

- Gain on Debt Extinguishment

(40)

- Creditors for repayments

- Settled by issue of shares

(4,750)

- Reclassification

278

(278)

- Interest expense

654

293

947

- FX gain/loss

216

301

31 December 2025

9,352

4,767

14,119

Long-term

borrowings

Short-term

borrowings

Lease

liabilities

Total

£’000

1 January 2024

7,667

Cash-flows:

- Repayment

(65)

- Proceeds

4,012

Non-cash:

- Restructuring of Loan Notes

8,472

(8,472)

- Reclassification (prior year corrections)

3,733

(3,733)

- Liability created

4,452

- Equity Component of Convertible Loan

(1,671)

- Settled by issue of shares

(497)

- Fair Value Gain/Loss

859

- Finance Charge accrued

629

113

836

- FX gain/loss

(38)

(10)

(48)

31 December 2024

10,590

390

4,565

15,545

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

24. FINANCE INCOME AND COSTS

Finance costs for the reporting periods consist of the following:

2025

£’000

2024

£’000

Interest on loan notes

654

658

Interest on other loans

Interest expense on lease arrangements

293

112

Interest expenses on trade payables

Total interest expense

956

835

Fair Value Loss on Loan Restructuring

288

Total finance cost

956

1,123

Comparative finance costs for 2024 have been reduced by £1,553k following the reclassification of loan

arrangement costs to administrative expenses, to better reflect their nature as transaction-related

arrangement costs. This reclassification has no impact on loss for the year, total equity, net assets, or cash

flows.

Finance income for the reporting periods consist of the following:

2025

£’000

2024

£’000

Gain on debt extinguishment

Total finance income

During the period, CL (100% Subsidiary) derecognized certain historical loan liabilities that were no longer

legally enforceable. Cindrigo Holdings Limited subsequently issued new loan notes to the original lenders

to compensate them. In the process of derecognizing the liabilities and recording the corresponding

financial obligation in Cindrigo Holdings Limited, approvals from some noteholders were not obtained. As

a result, a gain on debt extinguishment of £40k was recognized, reflecting the release of the legal

obligation. This gain has been presented under finance income in the statement of comprehensive income.

25. TRADE AND OTHER PAYABLES

2025

2024

£’000

Trade payables

675

395

Accrued expense

302

Other payables

149

1,042

Total

1,126

1,525

All amounts are short term. The carrying values of trade and other payables are considered to approximate

their fair values.

The decrease in other payables primarily relates to deferred consideration payable in respect of the

Kaipola acquisition, which had an outstanding balance of £1,035k at the beginning of the year and was

fully settled during the current year as follows:

Opening balance

Cash settlement

Gain on early

settlement

FX movement

Closing balance

1,035

(867)

(99)

(69)

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

26. SHARE BASED PAYMENT

As at 31 December 2025, the Group operated a share-based payment scheme for senior management

and key consultants engaged by the Group. Under this programme, options have been granted to key

consultants, with a maximum term ending on 1 January 2027.

Scheme Description

Under the scheme, options granted entitle the holder to subscribe for one ordinary share at an exercise

price of £0.05 per share. The options have a contractual life of 10 years from the grant date. At 31

December 2025, the weighted average remaining contractual life of options outstanding was 8.5 years.

Vesting Conditions and Period

The options vest in tranches as follows:

 6,875,000 options vested in October 2024

 6,150,000 options vested in June 2025

 4,350,000 options vest in January 2027

Accordingly, the scheme contains service-based vesting conditions over a period ending in January 2027.

Options granted under the scheme vest subject to the option holder remaining in service with the Group

until the relevant vesting date. There are no market-based or non-market performance conditions attached

to the options, and vesting is dependent solely on the satisfaction of the service condition.

Measurement of Fair Value

The weighted average assumptions used in the model for measurement of fair value were as follows:

 Expected volatility: 68%

 Risk-free interest rate: 3.95%

 Expected life: 6.26 years

 Dividend yield: 0%

 Share price at grant date: £0.06

 Exercise price: £0.05

The use of an option pricing model reflects the time value and optionality of the instruments, in line with

IFRS 2 requirements.

Expense Recognition

Total share-based payment expense recognised for the current year was £195k, offset by £15k relating to

forfeited options, resulting in a net charge of £180k.

During the year, the Group identified an immaterial prior-period error in the IFRS 2 fair value measurement

of share options. A correction of £213k relating to prior periods has been recognised in the current year in

accordance with IAS 8, as the amount was not considered material to require restatement of comparative

figures. Accordingly, the prior year share-based payment expense originally reported as £674k is reduced

to an adjusted amount of £461k.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

26. SHARE BASED PAYMENT (CONTINUED)

Forfeitures

At the grant date, management assessed the expected forfeiture rate as 0%, reflecting the absence of

historical forfeiture data and the fact that awards were granted solely to directors, for whom turnover is

historically low. This estimate is reassessed at each reporting date.

During the year, 700,000 options were forfeited due to consultant leaving before completing the vesting

period. The impact of these forfeitures has been recognised through a revision of the number of options

expected to vest.

Movement in Share Options

Share options and weighted average exercise prices are as follows for the reporting:

Number of

Weighted

average exercise

price per share

Outstanding at 1 January 2025

18,075,000

0.05

Granted

Forfeited

(700,000)

0.05

Exercised

Outstanding at 31 December 2025

17,375,000

0.05

Exercisable at 31 December 2025

13,025,000

0.05

All options outstanding at the reporting date were granted in prior financial periods. No new options were

granted during the year, and narrative disclosures throughout the financial statements are consistent with

this treatment.

The weighted average remaining contractual life of options outstanding was 8.5 years.

No options were exercised in 2025 and 2024.

Reconciliation to Share Option Reserve:

Amount

£’000

Opening balance

674

Less: Current-year correction of prior-period fair-value error (IFRS 2)

(213)

Add: Expense recognised in the year

195

Less: Lapsed/forfeited options

(15)

Closing balance

641

During the year, the Group identified an error in the prior-year measurement of the fair value of share

options arising from the use of a valuation input that did not comply with IFRS 2. As the impact of the error

was assessed as immaterial to prior periods, the correction of £213k has been recognised in the current

year and prior-year comparatives have not been restated.

In September 2025, the Board of Directors approved a share option scheme for the potential grant of up

to 17,144,630 share options to eligible participants. As at 31 December 2025, no options had been granted

and, accordingly, no amounts have been recognised in these financial statements in accordance with IFRS

2 Share-based Payment. This disclosure is provided on a voluntary basis to highlight the potential future

share-based payment arrangement.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

27. DIRECTORS’ EMOLUMENTS

Directors received fees totalling £106k during the year (2024: £65k). At 31 December 2025, £2k (2024:

nil) remained outstanding in respect of Jörgen Andersson and is included within trade and other payables.

No other amounts were outstanding with related parties at the reporting date or in the prior year.

In addition to directors’ fees, consultancy fees of £300k (2024: £276k) were paid in respect of services

provided by the Chief Executive Officer, Chief Financial Officer and Chief Commercial Officer. These

services were provided through director-related service companies under contractual consultancy

arrangements entered into in the ordinary course of business and on terms consistent with those applied

to similar services provided to the Group. The fees were recognised within administrative expenses. No

amounts were outstanding at the reporting date (2024: nil).

During the period, a one-off success bonus of £102k was paid to Directors in connection with the listing of

the Company. In the prior year, the Group recognised share-based bonus payments totalling £720k in

respect of Directors.

During the period, termination benefits of £57k were paid to Mustaq Patel in connection with his

resignation, comprising £8k of directors’ fees and £49k of consultancy fees.

The Directors were the key management personnel of the Group.

28. TAXATION

Cindrigo Holdings Limited is a Company incorporated in Guernsey and is subject to a corporate income

tax rate of 0% as at 31 December 2025. Accordingly, no current taxation arises on the Company’s results

for the year.

The Group operates through subsidiaries in a number of jurisdictions and is therefore subject to taxation

in the countries in which those subsidiaries operate.

For the year ended 31 December 2025, none of the Group’s subsidiaries recognised a material tax liability,

except for Kaipola, which recognised a current tax charge of £5k (2024: £3k).

Reconciliation of tax expense

The tax charge for the year differs from the theoretical amount that would arise using the Guernsey

standard rate of income tax as follows:

2025

£’000

2024

£’000

Loss before taxation

6,850

11,457

Domestic tax rate – 0%

Expected tax expense

Tax effect of profits arising in overseas subsidiaries

Actual tax expense

Tax expense comprises:

- Current tax expense

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

28. TAXATION (CONTINUED)

Unrecognised deferred tax assets

At 31 December 2025, the Group had unused tax losses of £13,488k (2024: £13,460k) available for offset

against future taxable profits. These losses arise in subsidiaries operating in taxable jurisdictions, primarily

the United Kingdom and Germany, and will be carried forward indefinitely.

Losses arising in the Group’s Guernsey holding company have not been separately tracked as they are

not subject to tax and therefore do not give rise to deferred tax assets.

No deferred tax asset has been recognised in respect of these losses at the reporting date because the

Directors consider that it is not probable that sufficient future taxable profits will be available against which

the losses can be utilised.

Accordingly, the potential deferred tax benefit associated with these losses has not been recognised in

the consolidated financial statements.

29. EARNINGS PER SHARE

The calculation for earnings per share (basic and diluted) for the relevant period is based on the profit /

loss after income tax attributable to equity holder for the period ending 31 December 2025 and is as

follows:

31 December 2025

Loss for the year (£)

(6,791,000)

Weighted average number of shares of £0.01 each

257,060,630

Loss per share basic (£)

(0.026)

Weighted average number of shares for dilutive calculation

257,060,630

Loss per share diluted (£)

(0.026)

31 December 2024

Loss for the year as (£)

(10,987,000)

Weighted average number of shares of £2.667609 each

152,097,735

Loss per share basic (£)

(0.072)

Weighted average number of shares for dilutive calculation

152,097,735

Loss per share diluted (£)

(0.072)

Basic earnings per share is calculated by dividing the loss after tax attributable to the equity holders of the

Group by the weighted average number of shares in issue during the year.

In accordance with IAS 33 Earnings per Share, the Group reports a loss for the period, diluted earnings

per share is equal to basic earnings per share, as the inclusion of potential ordinary shares would be anti-

dilutive.

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

29. EARNINGS PER SHARE (CONTINUED)

Potential ordinary shares relating to 93,650,494 shares from convertible loan notes, 22,837,372 shares

from warrants, and 17,375,000 shares from stock options have been excluded from the diluted earnings

per share calculation, as their inclusion would reduce the loss per share.

30. NON-CASH ADJUSTMENTS

Note

2025

£’000

2024

£’000

Impairment of financial assets

5,488

Loan arrangement (Paid in shares)

1,553

Consultant bonus payments (Paid in shares)

775

Gain on settlement of purchase consideration

(99)

Fair value losses

2,856

287

Interest expense

956

835

Gain on Debt extinguishment

(40)

Depreciation and amortisation

229

Foreign exchange gains/losses

(49)

Share-based payment expenses

(33)

674

Total adjustment

3,900

9,656

31. RELATED PARTY TRANSACTIONS

The following payments were made to directors or entities controlled by them during the current year:

Name of Director

Directors

Fees

Payment

made on

resignation

option

expense

option

expense -

year

adjustment

Consultant

Bonus

Consultant

fees

Total

IMM International -

Lars Guldstrand

15,000

79,391

(90,509)

37,500

180,000

221,382

Fitzrovia Advisory -

Mustaq Patel

12,944

56,500

21,655

(24,164)

20,000

90,839

177,774

Jorgen Andersson

22,000

25,196

(40,383)

10,000

16,813

Dag Andresen

15,000

24,525

(24,164)

20,000

30,000

65,361

Johan Glennmo

15,000

5,255

(2,124)

5,000

23,131

Alan Boyd

15,000

5,255

(2,124)

5,000

23,131

Jack Clipsham

10,625

5,000

15,625

Share option expense includes amounts recognised in the current year in respect of prior periods. These

are presented as ‘previous year adjustment’ and have not been restated due to immateriality (refer to the

share-based payment note for further details).

The following payments were made to directors or entities controlled by them during the previous year:

Name of Director

Directors

Fees

Insurance

option

expense

Consultant

Bonus

Consultant

fees

Total

IMM International - Lars

Guldstrand

15,000

1,734

285,818

450,000

175,000

927,552

Fitzrovia Advisory -

Mustaq Patel

15,000

76,309

15,000

86,350

192,659

Jorgen Andersson

22,000

127,527

230,000

379,527

Dag Andresen

15,000

76,309

15,000

35,000

141,309

Johan Glennmo

11,250

6,709

5,000

22,959

Alan Boyd

7,500

6,709

5,000

19,209

Cindrigo Holdings Limited

ANNUAL REPORT AND ACCOUNTS 2025

31. RELATED PARTY TRANSACTIONS (CONTINUED)

As at year-end, the outstanding balance of loans received from Danir AB amounted to £8,298k (2024:

£9,357k). Danir AB is a related party, holding 29% of the Company’s issued share capital. The loan facility

includes a conversion option, allowing Danir to convert part or all of the outstanding loan into equity of the

Company; further details of the loans are provided in Note 21 to the consolidated financial statements. All

arrangements entered into with Danir AB during the 2025 year of assessment were all arm’s length

transactions at market related terms and conditions.

32. COMMITMENTS

The Group had not entered into any material commitments as of 31 December 2025.

33. CONTINGENT LIABILITIES

Further information regarding the Group’s contingent liability is provided in Note 22, which sets out the

underlying terms and conditions of the arrangement.

As disclosed in Note 22, the arrangement meets the definition of a financial liability under IFRS Accounting

Standards, and accordingly the Group has recognised a financial liability in respect of this obligation. The

remaining exposure that does not meet the recognition criteria continues to be disclosed as a contingent

liability.

34. SUBSEQUENT EVENTS

Short-Term Financing Support

After the year end, the Group received additional financial support from its largest shareholder, Danir AB.

Danir has provided guarantees in respect of a short-term loan facility of approximately £0.4 million to

support the Group’s working capital requirements. This facility provides liquidity to the Group during the

post-year-end period.

Other non-adjusting events

Agreed financing arrangements

Following the year end, the Group entered into a number of financing arrangements to support its ongoing

development activities. These agreements were signed after the reporting date and therefore represent

non-adjusting events under IAS 10. The key arrangements are as follows:

- £6.7 million equity investment into Cindrigo at a price of 12 pence per share.

- €3 million been secured for the Fuelwood joint venture, this amount plus a €1 million

development loan from Cindrigo, a total of €4 million which is sufficient to support Fuelwoods

establishment and initial operational phase.

- Up to £2 million under a separate subscription arrangement, which will be drawn if the

Company’s warrants due for exercise at the end of July are not exercised.

No other adjusting or non-adjusting events requiring disclosure have occurred between the reporting date

and the date of approval of these financial statements.

35. ULTIMATE CONTROLLING PARTY

As of 31 December 2025, no one entity owns more than 50% of the issued share capital. Therefore, the

Group does not have an ultimate controlling party.