Final Results for the Year Ended 31 December 2025

30 April 2026

eEnergy Group plc

("eEnergy", "the Company" or "the Group")

Final Results for the Year ended 31 December 2025

and Q1 2026 Trading Update

Strong earnings growth and record pipeline, underpin step-change in performance for FY26

eEnergy (AIM: EAAS), an Energy-as-a-Service provider delivering energy infrastructure upgrades across multi-site portfolios with zero upfront cost for its customers, announces its audited financial statements for the year ended 31 December 2025.

Financial highlights: operational efficiencies drive profitability

· Revenue of £19.0m (FY24 restated: £22.5m)

· Adjusted EBITDA of £2.2m (FY24 restated: loss of £0.7m)

· Net cash inflow from operating activities is positive at £2.8m (FY24: net cash outflow from operating activities £16.6m)

· Cash balance as at 31 December 2025 of £0.9m (2024: £2.3m)

· Net debt (including IFRS 16 liabilities) of £1.3m (2024 restated: net debt (including IFRS 16 liabilities: £2.9m)

· Net cash impact of exceptional items is £nil (FY24: £2.1m cash out)

· As announced on 16 April 2026, the Group has adopted a more conservative approach to revenue recognition:

o  Revenue recognised at contract signing has been reduced from 30% to 5% for Solar PV and Batteries and from 30% to 0% for LED and EV

o  Resulted in a reduction of approximately £4.0m in reported revenue in FY25 and a £4.0m increase in FY26 revenue

o  No impact on cash generation and no change to underlying profitability of the individual contracts

o  Revised policy improves alignment between revenue, Adjusted EBITDA and cash generation, and provides a more robust foundation as the business scales and is being applied to financial periods from FY24 (which have been restated accordingly)

Strategic highlights: strong commercial progress across frameworks, contracts and new products

· Record contracted and awarded forward order book of £14.0m at year-end, a 100% increase on the start of the year (2024: £7.0m)

· Investment-grade pipeline increased to £127.0m

· Gross margin improvement achieved across all four product groups year-on-year

· £100m funding partnership with Redaptive established: £13.0m drawn down by year-end across 175+ projects, 179 locations and 51 customers

· Largest ever contract secured with Mace: UK Government-backed programme expanded to 73 schools, encompassing Solar PV, Battery storage, LED lighting and EV charging

· £1.7m portfolio of NHS projects awarded directly via frameworks, following NHS Trusts securing NEEF funding

· £0.7m Solar PV contract won with West Berkshire Council

· £2.0m ground-mount Solar PV installation secured at a UK golf course

· Appointed to four Lots within the LASER Supply (Y24013) Framework across Solar PV, Battery storage, EV charging and PPAs

· Launched SolarLife, a structured solar operations and maintenance service, generating recurring revenues

Current trading: record first quarter

· First quarter trading: unaudited Q1-26 revenue of £11.0m and Adjusted EBITDA of £0.7m

· Forward contracted order book of £10.7m (as at 31 March 2026)

· Second quarter expected revenue of c.£13.0m and expected H1-26 revenue of c.£24.0m (H1-25: £10.1m), in line with management expectations underpinned by c.£21m of revenue already delivered or contracted to be delivered

· MACE (GB Energy) installations across 73 schools are largely completed and on track for completion in May 2026

FY26 outlook: FY26 revenue guidance increased to £38m

The Group expects to report H1-26 revenues of c.£24.0m (H1-25: £10.1m), in line with management expectations which is underpinned by c.£21.0m of revenue already delivered or contracted to be delivered based on the revised revenue recognition policy.

The increase in revenue reflects mobilisation of larger contracts secured in FY25, continued conversion of pipeline into contracted projects, and increasing contribution from frameworks and funding partnerships.

The Board has increased its FY26 revenue expectations to £38.0m, reflecting improved visibility and the impact of revised revenue recognition on the year as a whole.

Expected Adjusted EBITDA in FY26 remains at £4.5m, with incremental gross profit in FY26 broadly offset by the expensing of £0.6m of contract assets carried over from FY25.

The Group expects to become increasingly cash generative during FY26, as working capital invested in H2 FY25 unwinds.

With a strong contracted cash flow, the Group expects to be in a position to repay the £1.0m loan facility with Harwood Holdco Limited ahead of its due date of 31 July 2026.

Note: Adjusted EBITDA is EBITDA stated after adding back share-based payment charges of £0.8m in FY25 and £0.2m in Q1-26 (FY24 share-based payments charge: £1.6m)

Harvey Sinclair, Chief Executive Officer of eEnergy, commented on the results: "FY25 represented an important year of operational progress for eEnergy, with Adjusted EBITDA increasing significantly from a loss of £0.7m in FY24 restated to a £2.2m profit in FY25, as we optimised our operating cost base and improved operating efficiencies.

"We have continued to evolve the business from a direct-sales education platform into a multi-channel platform, combining direct sales, public sector frameworks, tenders and strategic partnerships to access a broader, larger and higher-value set of opportunities. Our partnership with Redaptive and the launch of our Energy Performance Contract solution further strengthen our ability to deliver funded Net Zero solutions reducing client electricity costs at scale.

"The revenue recognition alignment reflects a more prudent approach to accounting for revenue on tender contract awards and contracted work and results in a timing adjustment only, with no impact on cash generation or the underlying economics of the tender contract awards.

"We have made an extremely encouraging start to FY26 with Q1 revenue of £11.0m and Adjusted EBITDA of £0.7m. We have the strongest platform in the Group's history resulting in our FY26 guidance being upgraded to £38.0m of revenue and maintaining previous guidance of £4.5m of Adjusted EBITDA. The combination of renewed energy price volatility, tightening Net Zero obligations and public sector budget constraints is reinforcing the need for capital‑free, turnkey solutions of the type we provide. We remain confident in our ability to deliver further growth in revenue and earnings, improve cash generation and create long‑term value for our shareholders."

Investor presentation

There will be an online presentation, open to all existing and potential shareholders, via Investor Meet Company at 10.30am on 6 May 2026. Questions can be submitted pre-event via the Investor Meet Company dashboard or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet eEnergy Group plc via:

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For further information, please visit www.eenergy.com or contact:

About eEnergy Group plc

eEnergy (AIM: EAAS) is a UK-based Energy-as-a-Service (EaaS) provider, funding and delivering energy-saving and energy-generating solutions across multi-site public sector and commercial portfolios-helping customers cut energy waste, reduce operating costs, and improve building resilience with zero upfront cost.

eEnergy delivers four core solutions:

· Reduce: LED lighting and controls

· Generate: Solar PV (rooftop, ground mount, and carport)

· Store: Battery storage (store onsite generation and reduce peak-time import costs)

· Charge: EV charging infrastructure and management

Projects are funded through dedicated third party debt facilities, including up to £100m of project funding via eEnergy's partnership with Redaptive.

eEnergy's routes to market include direct sales, public sector frameworks, tenders, and strategic partnerships. The Group holds positions on five major procurement frameworks; CCS (Crown Commercial Service), LASER, Lexica/NHS London, NHS Commercial Solutions Framework, and Proactis (YPO) and is an Office for Zero Emission Vehicles (OZEV) approved EV charge point installer.

The Group has delivered over 1,200 projects and has installed c.590,000 LEDs, improving learning environments for c.520,000 students.

eEnergy is a market leader in the education sector and has been awarded the London Stock Exchange's Green Economy Mark. The Company is also recognised in the 2025 UK Fast Growth 50 Index within the Fastest Growing Green Firms 2025 list, and holds an EcoVadis Bronze Medal with a score of 61/100, placing it in the top third of more than 130,000 organisations assessed globally.

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Chair's Statement

The drivers behind our business have never been stronger: the race to 2030 Net Zero, energy volatility, and the growing need for capital-free, turnkey decarbonisation solutions across public and commercial markets. This year demonstrated that clearly - with our largest ever contract award with Mace, the launch of our NHS-ready funding solution and a record forward order book of £14.0m, double that of the prior year. eEnergy exists precisely to bridge that gap - designing, funding and delivering the energy infrastructure upgrades that organisations need, without the upfront cost that holds them back.

The past year has been one of solid and measured progress for eEnergy, as we continued to execute our clear strategic plan in a dynamic market environment. With the urgency of the Net Zero transition intensifying and public sector capital budgets remaining constrained, demand for our Energy-as-a-Service model continued to grow. This was reflected both in the award of our largest project to date (the Mace programme covering a growing portfolio of schools) and in the successful launch of SolarLife, our new offering designed to maximise system performance, safeguard financial returns and ensure long‑term reliability for our customers. The Group continues to build its position as a differentiated, purpose-led provider with a compelling investment case, underpinned by scalable solutions and robust funding partnerships.

eEnergy's ability to design, fund and deliver energy infrastructure upgrades across multi-site portfolios, with zero upfront capital cost for customers, remains a compelling and differentiated proposition. By developing innovative funding structures that remove barriers to adoption and accelerate deployment, we continue to unlock decarbonisation at scale. Post year-end, the launch of our NHS-ready Energy Performance Contracting solution illustrates the success of this approach, creating an accessible pathway for healthcare estates to undertake decarbonisation projects within existing regulatory and budgetary frameworks. This reflects our responsiveness to market demand and our ability to anticipate emerging needs.

Financial performance and strategic progress

During the year, the Group delivered revenue of £19.0m (2024 restated: £22.5m) with a £2.9m increase in Adjusted EBITDA to £2.2m, reflecting optimisation of the operating cost base, improved operating efficiencies and a continued focus on project profitability. This improvement in earnings quality, alongside a record year‑end forward order book at the start of FY26 of £14.0m (double the £7.0m at the start of the previous year) and an investment‑grade pipeline of £127.0m, provides enhanced visibility over future revenues and underpins the Board's confidence in the Group. The year also marked further evolution from a predominantly direct‑sales education business to a broader, multi‑channel platform, winning larger projects and expanding into healthcare and commercial and industrial customers through frameworks and strategic partnerships.

Funding

The Board has also overseen the development of the Group's funding partnerships, including the utilisation of the £100m Redaptive facility and the recently agreed loans with Harwood Holdco Limited, to support the delivery of larger contracts. These arrangements are important enablers of growth, allowing the Group to participate in substantial tenders while maintaining capital discipline. The Board continues to scrutinise the balance between growth, profitability and cash generation, with a clear objective of moving the business to a more consistently cash‑generative footing as larger projects commence and accrued revenues unwind.

During the year, we made good underlying progress towards improving our cash generation. However, cash generation has been temporarily held back by the short‑term increase in net working capital associated with the mobilisation of our largest awarded tender to date, the Mace project. The Mace award, while strategically significant, was unquestionably a drain on cash flow in FY25 given payment terms that are four times longer than our traditional projects. In response, we secured additional funding to support these near‑term working capital demands, ensuring we can deliver Mace and similar large‑scale programmes without constraining the day‑to‑day operations of the business.

Stakeholders and people

The Board recognises that eEnergy's success depends on the trust and engagement of a broad range of stakeholders, including customers, employees, funders and shareholders. During the year, the Group has deepened its relationships with the public sector, delivery partners and frameworks, positioning itself as a trusted vendor to help organisations achieve their Net Zero ambitions. The Board is grateful for the continued support of our shareholders and recognises the importance of clear, consistent communication as the Group executes its strategy.

On behalf of the Board, I would like to thank our people for their hard work and commitment over the year. The continued progress reflects the dedication of our teams across the business. As the Group undertakes larger and more complex programmes, the Board remains focused on culture, talent development and ensuring that eEnergy continues to be an attractive place to work.

Board

During the year, we made changes to the composition of the Board to ensure it remains aligned with the needs of the business and our shareholders. John Hornby stepped down as a Non‑Executive Director and we would like to record our thanks for his diligent service and contribution to eEnergy.

Post year-end, we were pleased to welcome Nicholas Mills to the Board as a Non‑Executive Director, bringing extensive fund management experience and executive knowledge in the multi‑industrial space, including his role at Harwood Capital LLP, a significant shareholder in the Company. The Board believes these changes further strengthen its blend of skills and perspectives as we progress the next phase of eEnergy's growth.

ESG

During the year, the Group has strengthened its ESG credentials to meet the expectations of our people, customers and shareholders. In collaboration with MJE Consulting, we strengthened our ESG assurance programme which will accelerate our transition towards UKAS-accredited ISO certification. We also achieved OZEV authorised installer status and advanced additional procurement-ready accreditations across LED, Solar PV and EV charging, including SafeContractor Sustainability, Constructionline Gold, CHAS, NAPIT and MCS.

Furthermore, the Group has seen reduced energy and carbon utilisation due to the first full year of the utilisation of its fully electric vehicle fleet, which came into operation in H2 of FY24. This is reflective of a full year of use of these assets as part of a comparable year on year assessment.

To provide a solid benchmark for our ongoing efforts, we undertook an EcoVadis assessment towards the end of the year, achieving a Bronze rating shortly after the financial year-end for the second year running.

Further details, including specific environmental and social initiatives implemented during the year, are available in the ESG section of our annual report and separately on our website.

Outlook

The Group has made a confident start to the new financial year with a stable operating platform, a highly experienced operational management team and a streamlined cost structure. The drivers behind eEnergy's business model remain strong: the accelerating race to 2030 Net Zero targets, energy volatility, and the growing need for capital‑free, turn‑key decarbonisation solutions across the public sector and commercial markets. The Group enters the new financial year with a record forward order book, an enlarged pipeline, strengthened funding partnerships and improved operational discipline.

While mindful of the execution demands associated with larger contracts and the current macroeconomic environment, the Board believes that eEnergy is well-positioned to deliver further progress in FY26, with an emphasis on improving gross margins and cash generation. We expect to report revenues in H1-26 of £24.0m and have accordingly upgraded our FY26 guidance for revenue by £4.0m from £34.0m to £38.0m, whilst maintaining Adjusted EBITDA at £4.5m. The Board will continue to provide rigorous oversight and support to management as they execute the Group's strategy and work to create sustainable long‑term value for all shareholders.

On behalf of the Board, I thank all of our stakeholders for their continued trust and support.

Andrew Lawley

Non-Executive Chair

30 April 2026

CEO Statement

FY25 reflects the continued maturation of eEnergy into a more disciplined, diversified and resilient business. Operational discipline and innovative funding structures have been the twin engines of our growth this year, creating the conditions for efficiencies to translate more directly into improved performance.

The results demonstrate this progress clearly: Adjusted EBITDA improved by £2.9m to £2.2m, cash generation now more closely tracks reported earnings, and the business is moving towards a more consistently cash-generative footing.

FY25 has been a year of strategic progress for eEnergy, as we have continued to strengthen our position as an Energy-as-a-Service provider, funding and delivering energy infrastructure upgrades across multi-site portfolios with zero upfront cost to our customers. Our differentiated funding model offers customers an off-balance-sheet solution which we believe is unique in the UK. During the year, we added new channels and frameworks alongside our direct sales activity in education, diversifying our growth model by leveraging frameworks and strategic partners, while further cementing our position in healthcare and commercial and industrial markets and executing larger, more complex projects.

Performance and strategy

We entered the year with clear financial priorities: to improve cash generation and gross margins, and to strengthen financial reporting and control. Gross margins across our four product groups improved during the year, despite the Mace work carrying a lower margin profile. This improvement was driven by more precise budgeting, improved terms with vendors, reduced margin leakage and better purchasing discipline. Tighter monitoring of project profitability and vendor costs has brought greater accountability across the business and provides a stronger platform for future growth.

Alongside strong progress in FY25, including pipeline growth, major contract wins and improved gross margins, the Group delivered a substantial step-up in profitability. Group Adjusted EBITDA increased by £2.9m to £2.2m, compared with a restated Adjusted EBITDA loss of £0.7m in 2024. This performance reflects the optimisation of our operating structure and cost base, improved operating efficiencies, and our success in sustaining strong underlying growth in direct sales activity.

As part of an ongoing review of its accounting policies, the Group has refined the timing of revenue recognition on the Group's tender contract awards, lowering the percentage of revenue recognised at contract signing to better reflect project progress. This resulted in a reduction of approximately £4.0m in FY25 reported revenue and an increase of £4.0m in FY26 revenue. Importantly, there is no impact on cash generation or on the underlying profitability of the individual contracts. The updated approach improves alignment between revenue, Adjusted EBITDA and cash generation, supporting consistent and scalable financial reporting as the business grows. The policy will be applied to financial periods from FY24, with prior periods restated accordingly.

Order book, pipeline and routes to market

A key highlight of the year was the further strengthening of our contracted and awarded forward order book, which reached a record £14.0m at the beginning of this year, double the £7.0m at the start of last year. Alongside this, our investment-grade pipeline increased to £127.0m. This growing order book and pipeline reflect both the underlying demand for our solutions and the benefits of our multi-channel, framework-driven go-to-market model.

We have continued to diversify our routes to market, combining direct sales with an increasing focus on frameworks and strategic partnerships. In education, we remain a leading provider of turnkey LED lighting, Solar PV and EV charging solutions, working with schools, multi-academy trusts and local authorities. In healthcare, our growing track record with NHS Trusts and primary care estates means we are delivering brighter, more reliable lighting, lower energy bills and tangible progress towards Net Zero, without diverting funds away from frontline care. In commercial and industrial markets, we see attractive opportunities where our funded model and technical capability can deliver strong returns.

Major projects and operational capability

Our largest project to date, with Mace, is an important proof point of our ability to deliver complex, multi-site programmes at scale. Originally awarded under the Great British Energy Solar Partnership ("GBESP") Midlands Lot 1 to design, supply, install and commission rooftop Solar PV systems for schools, the project has expanded in scope to cover up to 73 schools and now includes LED lighting and EV charging infrastructure. The project is on track for completion in May 2026.

As eEnergy continues its transition towards larger, longer-duration contracts, the associated working capital requirements are materially greater than under its traditional direct sales model. The capital provided by Harwood Holdco Limited strengthens the Company's balance sheet and enhances its financial flexibility, ensuring it is well positioned to manage short-term net working capital demands as these contracts mobilise and scale.

Beyond Mace, our strengthened framework and tender capability has underpinned a series of larger contract wins during FY25. These projects illustrate how our framework network is delivering higher-value, multi-product opportunities across education, healthcare and commercial and industrial customers, and how we are building the operational capability to deliver them consistently at scale.

Innovating funding to unlock Net Zero

A defining feature of our model is our ability to unlock energy-saving and decarbonisation projects without requiring customers to commit scarce capital. During the year, we continued to build on our funding partnerships, including with Redaptive, and made further progress in deploying this capital across our portfolio. Since entering into the partnership with Redaptive in May 2025, eEnergy had drawn down £13.0m of funding for its customers by the end of the 2025 financial year, covering more than 175 Solar PV and LED projects across 179 locations and 51 customers.

Post year-end, we launched a new Energy Performance Contract funding solution, designed specifically to meet the needs of public sector organisations, particularly in the NHS. The solution is structured in line with IFRS 16 and NHS balance sheet requirements, enabling projects to be funded through guaranteed energy savings and delivering Net Zero outcomes while reducing operating costs. Importantly, the first contract has been signed with Symphony Healthcare Services, part of Somerset NHS Foundation Trust, covering LED lighting across 18 GP surgeries. This confirms that the structure is fit for purpose and provides a strong blueprint for public sector estates seeking to move at pace on Net Zero while improving resilience, strengthening energy security and reducing operating costs. It also reduces organisations' reliance on competitive grant schemes such as NEEF and provides a predictable, service-based route to Net Zero.

Market backdrop

Our services are benefiting from strong tailwinds driven by market fundamentals. Organisations across both the public and private sectors face growing pressure to reduce energy consumption and cut carbon emissions, while also managing tighter budgets and improving energy security. The experience of 2022 was a clear inflection point: when energy markets move, the cost of waiting becomes very real, very quickly. The opportunity cost of delay is not only higher bills in the short term, but prolonged exposure to volatile and structurally expensive grid energy over many years.

In this context, energy efficiency and on-site generation are increasingly seen as among the most effective hedges against energy price volatility. The race towards 2030 Net Zero commitments, combined with continued volatility in energy prices, is driving sustained demand for Solar PV, LED lighting, EV charging and wider energy-efficiency measures. Our proposition, enabling customers to upgrade their estates through funded, turnkey solutions, is directly aligned with these needs, particularly where capital is constrained but energy security and resilience are rising up the agenda.

Outlook

As we look ahead to FY26, we do so with a record forward order book, an enlarged pipeline, established frameworks and growing funding capacity. eEnergy is on track to deliver a transformational H1 FY26 performance, with revenues anticipated to reach approximately £24.0m, compared with £10.1m in H1 FY25, underpinned by approximately £21.0m of secured contracts or delivery commitments. The visibility provided by our starting £14.0m order book and £127.0m investment-grade pipeline underpins our expectations for a step-up in revenues.

Looking across the full year, the Board has upgraded its FY26 revenue guidance to £38.0m, underpinned by enhanced forward visibility and the full-year benefit of revised revenue recognition accounting treatments.

We remain ambitious for eEnergy. With a strengthened platform, growing demand for capital-free decarbonisation solutions and an increasingly visible pipeline, we are well positioned to deliver attractive, sustainable growth and to create long-term value for our shareholders.

Harvey Sinclair

Chief Executive

30 April 2026

CFO statement

We have introduced a tighter revenue recognition policy to more closely align Adjusted EBITDA and cash generation and have achieved a clean audit opinion on the FY25 results. We have also improved gross margin across all four product groups and remain totally focussed on driving cash generative profitable growth.

FY25 Group key performance indicators:

· Revenue of £19.0m (FY24 restated: £22.5m)

· Gross margin significantly improved to 33.1% (FY24 restated: 25.5%)

· Adjusted EBITDA* before central costs improved to £4.1m (FY24 restated: £1.8m)

· Central costs reduced to £2.0m (FY24: £2.5m)

· Adjusted EBITDA* post Central costs improved by £2.9m to £2.2m (FY24 restated: £0.7m loss)

· Adjusted EBITDA* post Central costs percentage of revenue is 11.4% (FY24 restated: (3.1)%)

· Net cash inflow from operating activities is positive at £2.8m (FY24: net cash outflow from operating activities £16.6m)

· Cash balance as at 31 December 2025 of £0.9m (31 December 2024: £2.3m)

· Net debt (including IFRS 16 liabilities) of £1.3m (31 December 2024 restated: net debt (including IFRS 16) Liabilities: £2.9m)

· Net cash impact of exceptional items is £nil (FY24: £2.1m cash out)

*Adjusted EBITDA is stated before charge for share-based payments of £0.8m (FY24: £1.6m)

Introduction

The Group achieved £19.0m of revenue (FY24 restated: £22.5m) and £2.2m of Adjusted EBITDA (FY24 restated: £0.7m loss). These results show solid progress as Adjusted EBITDA increased by £2.9m year on year through cost control, operational efficiencies and improvements in gross margin. I am pleased to report that the Group has achieved a clean audit opinion for the FY25 results.

Change in revenue recognition

As part of the ongoing review of its accounting policies, the Board has decided to adopt a more conservative revenue recognition policy. Consequently, revenue recognised on contract signing has been reduced from 30% to 5% for Solar PV and Batteries and from 30% to 0% on LED and EV contracts. This policy has been applied retrospectively from FY24. By refining the revenue recognition policy to better reflect the progress of projects throughout their installation, the Group has recognised a deferral of revenue from FY25 to FY26.

Revenue recognition now more closely tracks the pattern of project costs incurred. In addition, the revised policy will more closely align the cash generation with Adjusted EBITDA. In F25, Adjusted EBITDA of £2.2m compares to £2.1m of net cash flow from operations before working capital movements. The Board believes the revised accounting approach provides a more prudent representation of revenue recognition while maintaining strong visibility on project delivery into FY26. A breakdown of the net change in revenue recognition can be found in the table below:

As a result of the revised revenue recognition policy, FY26 benefits from a circa net £4.0m increase in revenue over the course of the year so we have uplifted the market expectation for revenue from £34.0m to £38.0m. However, we have left FY26 market expectation Adjusted EBITDA unchanged at £4.5m, as the estimated c.£0.8m of additional gross profit on the net revenue increase is mostly offset as contract assets at 31 December 2025 unwind over the period.

There is no impact on cash generation in FY25 and FY26, with the accounting change representing a timing difference only. The impact of the accounting change has been booked through the opening balances of FY24 and FY25 which have been restated accordingly.

To more fairly reflect the direct costs of fulfilling contracts, we have also reallocated the salary costs of the LED and Solar PV delivery teams from business unit costs, into cost of goods sold. Costs of goods sold now represents the external direct costs and the internal direct costs of fulfilling contracts. As a consequence of this change, gross margin is now 33.1% (FY24 restated: 25.5%). As we scale the business and drive through price increases and further operational synergies, gross margin is expected to continue to improve.

Summary of financial performance

Despite a small reduction in revenue to £19.0m (FY24 restated: £22.5m), due to operational improvements, cost reductions, improved sourcing and the new revenue recognition policy, we delivered a £2.9m improvement in Adjusted EBITDA to £2.2m (FY24 restated: £0.7m loss), equivalent to 11.4% of revenue. We are well positioned to deliver further profitable growth in FY26.

In the second half of the year, we were highly focused on scaling the business to deliver the Mace tender award, which is not particularly evident in the FY25 results but will come through strongly in FY26 with improved revenues and increased gross profit. In the second half of FY25, the Mace work consumed the operational teams as they geared up to supply Solar PV, LED, EV and batteries in up to 73 different schools. As such, and to reflect the value of the work done, we recorded a contract asset of £0.6m in respect of costs incurred to fulfil the Mace tender award. The level of work has been unprecedented, as was the scale of the award. The contract asset will be expensed against gross profit generated on Mace work in H1-26.

Financial position and liquidity

Despite positive net cash flow from operating activities of £2.8m, cash in FY25 reduced by £1.4m to £0.9m, principally due financing activities which came at a cash cost of £4.1m. Interest and repayment of lease liabilities amounted to £1.2m within the £4.1m total charge.

To increase liquidity and to fund the increase in net working capital, principally around the Mace tender award where the payment terms are considerably longer than the Group's typical 7-day payment terms), the Group drew down £1.5m from Harwood Holdco Limited in November 2025. The cash in from this loan has helped offset the £0.7m increase in trade and other receivables which reflect the longer credit terms agreed as part of the Mace tender award.

During FY25, the Group repaid the NatWest loan at a cash cost of £6.7m using funds provided by Redaptive, which explains most of the reduction in financial assets year on year. In March 2026, the Board made the decision to terminate the NatWest facility on the basis that Redaptive is now the preferred funding partner for the Group. This will result in a non-cash charge of c.£0.3m in H1-26 to expense the remaining capitalised deal and professional fees in relation to the NatWest facility.

The Group utilised c.£0.4m of provisions brought forward from FY24 to mitigate the cost of closing out two leases in Ireland (post the cessation of our presence in Ireland in FY24) and the costs of servicing legacy warranty issues in Ireland which are also now closed out.

We have recognised a current asset for deferred tax of £0.4m in respect of trading losses (FY24 restated: £nil). With the forecast improvement in the profitability of the business, we expect to utilise the deferred tax asset within the next twelve months.

Working capital

We seek to ensure that overall, the Solar PV and LED projects are self-funding - such that net working capital is in a net credit position. Given the mix of projects at various stages of completion and the mix of projects, some of which are capex and some of which are funded projects, net working capital should remain in a credit position overall.

On capex projects, customers typically fund 50% of the project in advance. This ensures that the net cash flow of the project remains positive throughout the life of the project. However, when we use funding partners such as Redaptive to fund the capex for our customers' projects, eEnergy typically only gets to draw down the funds for the installation revenue at the end of the project. The funding partner takes the collection risk on customer repayments over the life of the contract.

Strengthened financial controls

We are never complacent and continually seek to strengthen financial controls across the business and make the finance function more outward facing to our vendors, our customers and our staff. We directly support our operational colleagues, helping them focus on ideas to improve cash generation and increase profit. Together we make a real difference, and I am pleased with how the Finance team is working across the business supporting our operational colleagues.

Summary and FY2026 Outlook

I take this opportunity to formally state my gratitude to my Finance team and my operational colleagues who have worked tirelessly together to deliver significant improvements in gross margin and improve our ways of working to make our business easier to manage, more profitable and cash generative. We have made great progress together and I expect to see further progress in the current year.

It was pleasing to report a solid £2.9m improvement in Adjusted EBITDA to £2.2m (FY24 restated: £0.7m loss) and our focus is now on delivering the forecast increase in Adjusted EBITDA in FY26 helped by the benefit of strong operational gearing. The revision of our revenue recognition policy more closely aligns Adjusted EBITDA and cash flow and more closely reflects the activity levels in the business.

Once the Mace tender award work is completed by May 2026, we expect to see significant improvement in gross margin in H2, as non-Mace business is considerably more profitable and will drive solid bottom line improvement in profitability, even on lower revenue. We are poised for profitable, and more importantly, cash generative growth. Our focus remains on cash generation as our top priority.

John Gahan

Chief Financial Officer

30 April 2026

Consolidated statement of comprehensive income

The accompanying notes on pages 17 to 81 form part of the financial statements

(i) Following the identification of material accounting misstatements, the Directors have restated the prior year comparatives. See note 3 for further details and analysis.

Consolidated statement of financial position Company No. 05357433

The accompanying notes on pages 17 to 81 form part of the financial statements.

(i) Following the identification of material accounting misstatements, the Directors have restated the prior year comparatives. See note 3 for further details and analysis.

The financial statements were approved by the Board of Directors for issue on 29 April 2026 and were signed on their behalf by:

John Gahan

Director

Company statement of financial position Company No. 05357433

The accompanying notes on pages 17 to 81 form part of the financial statements(i) Following the identification of material accounting misstatements, the Directors have restated the prior year comparatives. See note 3 for further details and analysis.

A separate Statement of comprehensive income for the Parent Company has not been presented, as permitted by Section 408 of the Companies Act 2006. The Company's loss for the period was £3,618,000 (2024: restated loss of £6,836,000).

The financial statements were approved by the Board of Directors for issue on 29 April 2026 and were signed on their behalf by:

John Gahan

Director

Consolidated statement of cashflows

Consolidated statement of changes in equity

The accompanying notes on pages 17 to 81 form part of the financial statements.

(i) Following the identification of material accounting misstatements, the Directors have restated the prior year comparatives. See note 3 for further details and analysis.

Company statement of changes in equity

The accompanying notes on pages 17 to 81 form part of the financial statements.

(i) Following the identification of material accounting misstatements, the Directors have restated the prior year comparatives. See note 3 for further details and analysis.

Notes to the financial statements

For the period ended 31 December 2025

1. General information

eEnergy Group plc (the 'Company') is a public limited company with its shares traded on the AIM market of the London Stock Exchange. eEnergy Group plc is a holding company of a group of companies (the 'Group').

eEnergy (AIM: EAAS) is the UK's leading digital energy services provider for B2B and public sector organisations reducing customers' energy costs with LED lighting, solar PV and EV charging. Customers either purchase our energy-saving solutions outright (as capex) or we can provide a funded solution using third-party finance. Either way, customers generate immediate cash savings post the installation of an eEnergy project.

Our primary services include:

Reduce: LED lighting and controls

Generate: Solar PV, ground mount, rooftop, and carport

Charge: EV charging and management software

eEnergy has completed over 1,100 de-carbonisation projects within the B2B and public sector. eEnergy is #1 in the education sector, having worked with over 840 schools, and installed over half a million LED lights, and improved the learning environment for over 443,000 students-enough to fill Wembley Stadium almost five times over. With circa 70% of UK schools yet to transition to LED lighting and over 90% yet to deploy solar, eEnergy estimates a significant addressable market to install rooftop solar, LED lighting, and EV charging infrastructure in UK schools.

Our vision is clear: make Net Zero possible and profitable for every organisation. eEnergy is the market leader within the education sector and has been awarded the Green Economy Mark by the London Stock Exchange.

The Company is incorporated and domiciled in England and Wales with its registered office at 20 St Thomas Street, London, England, SE1 9RS. The Company's registered number is 05357433.

2 Accounting policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1 Basis of preparation

The financial statements have been prepared in accordance with UK adopted international financial reporting standards ('UK IFRS') and with the requirements of the Companies Act 2006.

The financial statements have been prepared under the historical cost convention as modified by financial assets at fair value through profit or loss and other comprehensive income, and the recognition of net assets acquired under the reverse acquisition at fair value.

The preparation of financial statements in conformity with UK IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements, are disclosed in note 2.26.

The financial statements present the results for the Group and the Company for the 12-month period ended 31 December 2025. The comparative period is for the 12 months ended 31 December 2024, and those results have been restated as outlined further in note 3.

The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently in the financial statements. The consolidated financial statements are prepared in Pounds Sterling, which is the Group and Company's functional and presentation currency, and are presented to the nearest £'000.

During the prior year, the Energy Management Division was disposed. In accordance with IFRS 5, this is disclosed separately as a discontinued operation.

The Company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council. During the prior period eEnergy Group plc has adopted Financial Reporting Standard 101 Reduced Disclosure Framework for the presentation of the single entity financial statements, having previously presented under IFRS. There was no impact as a result in the adoption of this accounting framework to the single entity financial statements, other than the disclosure exemptions applied.

The Company only financial statements have therefore been prepared in accordance with FRS 101 (Financial Reporting Standard 101) 'Reduced Disclosure Framework' as issued by the Financial Reporting Council. As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, financial instruments, capital management and presentation of comparative information in respect of certain assets, presentation of a cashflow statement, standards not yet effective and related party transactions, Where required, equivalent disclosures are given in the consolidated Group accounts.

The Directors have taken advantage of the exemption available under section 408 of the Companies Act and not presented a profit and loss account for the Company alone. The Company had a loss for the year of £3,618,000 (2024: restated loss of £6,836,000) and the Company received no dividend income in the current or prior year.

2.2 New standards, amendments and interpretations

The Group has not adopted any new standards and interpretations for the first time for the annual reporting period commencing 1 January 2025.

2.3 New standards and interpretations not yet adopted

New standards and interpretations that are in issue but not yet effective are listed below:

• Amendments to IAS 21: Lack of Exchangeability;

• Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments;

• Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture;

• IFRS 18: Presentation and Disclosure in Financial Statements; and

• IFRS 19: Subsidiaries without Public Accountability: Disclosures.

With the exception of the adoption of IFRS 18, the adoption of the above standards and interpretations is not expected to lead to any changes to the Group's accounting policies nor have any other material impact on the financial position or performance of the Group.

IFRS 18 was issued in April 2024 and is effective for periods beginning on or after 1 January 2027. Early application is permitted and comparatives will require restatement. The standard will replace IAS 1 Presentation of Financial Statements and although it will not change how items are recognised and measured, the standard brings a focus on the Statement of comprehensive income and reporting of financial performance. Specifically, it classifies income and expenses into three new defined categories - operating, investing and financing and two new subtotals operating profit and loss and profit or loss before financing and income tax, introduces disclosures of management defined performance measures (MPMs) and enhances general requirements on aggregation and disaggregation. The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 18 on these consolidated financial statements; however there is no impact on presentation for the Group in the current year given the effective date - this will be applicable for the Group's Annual Report for the year ended 31 December 2027.

2.4 Going concern

The financial information has been prepared on a going concern basis, which assumes that the Group and Company will continue in operational existence for the foreseeable future. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant information about the current and future position of the Group and Company, including the current level of resources and the trading outlook over the going concern period, being at least 12 months from the date of approval of the financial statements. Management has stress tested the forecasted financial performance of the Group over the going concern period, including the preparation of a three statement financial model. The forecast cashflow was subject to management's reasonable worst case scenario alongside a range of key sensitivities. Under these conditions the Group modelling still produced sufficient cashflows in order to meet liabilities as and when they fell due without any additional external support.

During the current financial year, the Group settled all outstanding balances due under the NatWest customer facility. On 13 November 2025 eEnergy Group plc agreed a £1.5 million facility with Harwood Holdco Limited. The facility is repayable on or before 12 November 2026 with an option to extend for a further 6 months to 12 May 2027 with a second 6 month extension option to 12 November 2027 with the agreement of Harwood. On 23 February 2026, eEnergy Group plc agreed a further £1.0m million facility with Harwood Holdco Limited repayable on or before 31 July 2026. Harwood are recognised as a minority shareholder in eEnergy Group plc with Board representation via Nicholas Mills. Both facilities were utilised in order to strengthen the Group's balance sheet and enhance financial flexibility during the delivery of the Mace contract.

The Directors note that particularly at the current time, there is a continued significant macroeconomic and geo-political uncertainty. eEnergy is a contracting business and carefully manages its sales pipeline to ensure new sales opportunities convert into revenue in sufficient quantities and at sufficient margins to allow the business to generate positive cash. The Directors believe the business is well placed to continue to deliver strong growth in revenue and cash flow, demonstrating the ability to win large projects at scale such as the Mace Award, as well as maintaining a significant order book as at the date of this report.

Taking these matters into consideration alongside the financial modelling that has been undertaken, the Directors consider that the continued adoption of the going concern basis is appropriate. The financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

2.5 Basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity 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 transferred to the Group. They are deconsolidated from the date that control ceases. Specifically, the results of subsidiaries disposed of during the prior year are included in the Consolidated statement of comprehensive income until the date when the Group ceased to control those companies, as presented within the share of results from discontinued operations prior to the sale of the Energy Management business.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Potential contingent consideration to be paid by the Group is assessed and recognised at fair value at the acquisition date. Subsequent changes to the fair value of contingent consideration is recognised either in profit or loss or as a change to other comprehensive income.

Acquisition-related costs are expensed as incurred. Intercompany transactions, intercompany balances and unrealised gains or losses on transactions between Group companies are eliminated. Unrealised losses are also eliminated.

2.6 Foreign currency translation

(i) Functional and presentation currency

Items included in the individual financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The consolidated financial statements are presented in Pounds Sterling, which is the presentation and functional currency for eEnergy Group plc. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and liabilities be translated using the exchange rate at the period end and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period).

(ii) Transactions and balances

Transactions denominated in a foreign currency are translated into the functional currency at the exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional currency at rates of exchange ruling at the balance sheet date. Gains or losses arising from settlement of transactions and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income for the period.

(iii) Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet;

• Income and expenses for each Statement of comprehensive income are translated at approximately the average exchange rate during the period; and

• All resulting exchange rate differences are recognised as a separate component of equity.

On consolidation, exchange rate differences arising from the translation of the net investment in foreign operations are taken to shareholders' equity. When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised in the Statement of comprehensive income as part of the gain or loss on sale.

2.7 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.

The Board reviews the Group's internal reporting in order to assess performance of the Group and has determined that in the period ended 31 December 2025 the Group had two operating segments, being Energy Services and Group Central costs.

On 9 February 2024, the Group sold its Energy Management business segment, hence the results and net asset position for Energy Management being reported as a discontinued operation, as presented in note 5. This was considered as a separate third business unit as part of the prior year comparatives.

The Directors also undertake analysis of the Group in order to identify plc related costs from Group operating costs, in order to separately present the specific costs to the Group as a result of being AIM listed.

2.8 Impairment of non-financial assets

Non-financial assets and intangible assets not subject to amortisation are tested annually for impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment review is based on discounted future cash flows at an assumed post-tax discount rate of 12%. If the expected discounted future cash flow from the use of the assets and their eventual disposal is less than the carrying amount of the assets, an impairment loss is recognised in profit or loss and not subsequently reversed.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash generating units or 'CGUs').

2.9 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions and bank overdrafts.

2.10 Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

a) Classification

The Group classifies its financial assets in the following measurement categories:

• Those to be measured at amortised cost; and

• Those to be measured through other comprehensive income.

The Group classifies financial assets as at amortised cost only if both of the following criteria are met:

• The asset is held within a business model whose objective is to collect contractual cash flows;

• The contractual terms give rise to cash flows that are solely payment of principal and interest; and

• Those to be measured subsequently at fair value through profit or loss.

Financial instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income ('FVTOCI'):

• The financial asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling the financial assets; and

• The contractual terms of the financial asset give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Cash payments to eEnergy from customer installations funded using third-party finance are recognised at amortised cost which is the net present value of those cash flows to eEnergy. The financial asset is unwound over time as the cash is received from the customer; the 'unwind' element is recognised as revenue through the Statement of comprehensive income.

Amounts owed to funders reflect the capital obligation of the committed future cashflows. The financial liabilities are 'unwound' over time via interest expense recognised through the Statement of comprehensive income.

Loans from funders accrue interest which is recorded as an interest expense. There are some timing differences between the recognition of interest as income and the recognition of the interest expense.

b) Recognition

Purchases and sales of financial assets are recognised on the date of the trade (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

c) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ('FVPL'), transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

d) Debt instruments

Debt instruments are recorded at amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses.

e) Impairment

The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Impairment losses are presented as a separate line item in the Statement of profit or loss.

2.11 Revenue recognition

Under IFRS 15: Revenue from Contracts with Customers, five key points to recognise revenue have been assessed:

Step 1: Identity the contract(s) with a customer;

Step 2: Identity the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

The Group recognises revenue when the amount of revenue can be reliably measured (i.e. there is a signed contact), it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the Group's activities, as described below.

Where estimates are made, these are based on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where the Group makes sales relating to a future financial period, these are deferred and recognised as 'contract liabilities' on the Statement of financial position, with associated costs recognised as contract assets / accrued costs based on the pro-rating for the stage of completion of an installation.

Signed customer contracts reflect the value of revenue.

Energy Services Division (continuing operations)

Historically, on signing a contract, the Group recognised 30% of the contract net revenue, together with 30% of the expected project costs associated with delivering the contract. During the current financial period management have changed their accounting policy in order to better represent the satisfaction of performance obligations under each project. This follows the input method which is based on the Group's efforts towards satisfying a performance obligation relative to the total expected inputs into the satisfaction of that performance obligation. Due to the relatively short duration for installation works to be completed, this is based on time elapsed from the start on site ('SOS') date to the expected finish on site ('FOS') date. Upon signing, the Group will now recognise 5% of revenue for Solar PV / Battery projects and 0% of revenue for LED / EV projects, which has led to the restatement of the prior period results to provide a true and fair comparative under this new accounting policy (see note 3 for further details). Following review by management this is judged to be a more true and fair representation of the costs incurred prior to the start of site ('SOS') date in order to deliver an investment grade, fully costed, planned and funded installation with key details set out in the customer contract. Once the project is underway, further revenue and project costs are recognised each month by pro-rating revenue between the SOS and expected FOS dates. This substantially reduces the potential for management override of controls as the revenue to be recognised is based on the SOS and FOS dates agreed with the client. Given the number of parties involved, the SOS and expected FOS dates are important milestones on the project. The estimated FOS date still represents an area of management judgement when a project is still incomplete as at the reporting date. An estimate must be made as finishing dates are not fixed by nature and therefore require an estimate based on a projects critical path, estimated installation timeline and further input from the operations team. There is more judgement applied over Solar installations than LED projects given the longer average duration per install.

The Group now also recognises the internal costs such as staff time, travel, subsistence and accommodation and internal design and development costs as part of the cost of sale for each project. As such, balances that were historically presented as administrative expenses are now presented within cost of sales and recognised as part of the input required to satisfy the relevant performance obligations.

Where costs have been incurred prior to the signing of a contract with a customer, the Group will recognise a contract asset where it is probable that the balance will be recovered through the satisfaction of contractual performance obligations. The costs of obtaining a contract are those costs that are incurred to obtain a contract with a customer that would not have been incurred if the contract had not been obtained. Costs that would have been incurred regardless of whether the contract was obtained are recognised as an expense when incurred. Contract assets are amortised over the life of the contract, releasing to the income statement as a cost of sale in line with the satisfaction of performance obligations. Should management become aware of any contract assets pertaining to lost work or projects that are known not to be proceeding, the full value of the contract asset is recognised in the income statement immediately.

Completion of the project is evidenced by a signed customer 'certificate of acceptance' ('COA') at the end of funded projects, or as agreed with the customer for capex projects. The COA is shared with the third-party funder as evidence that the project has been accepted by the client and the funder then advances any remaining funding to eEnergy.

Where estimates on variation revenue (and variation project costs) are made, these are based on analysis of the additional work being requested which are agreed with the client and with any third-party contractors in advance in writing. All contractors require a purchase order ('PO') from eEnergy before they are permitted to commence work, including any work on variation orders. eEnergy's tight control of POs ensures that the contractors work to a simple message of 'no PO no go' which prevents unauthorised third-party project costs being incurred on projects.

There is typically a relatively small service and maintenance undertaking included within the customer agreement and this may require the repair or replacement of faulty products during the term of the agreement, typically 7-10 years. This performance obligation is not a material element of the client agreement, so the revenue is not separately recognised. A provision for potential future warranty costs is typically recognised as part of the cost of sale.

Customers either contract to make payments to the Group as capex payments, or to pay over the term of the contract (typically 7-10 years) to match their usage of the technology. In the latter case, the Group may assign the majority or all of its rights and obligations under a client agreement to a finance partner. Neither that assignment, nor the timing of the customer payments, changes the recognition of revenue under the contract. The installation revenue will have been recognised in full by completion. Historically, where the customer had entered into a LaaS or SaaS contract via a special purpose vehicle ('SPV') the Group recognises the interest income (and interest expense) over the life of the contract. Further details are set out in 2.12 Special Purpose Vehicle Accounting.

2.12 Special Purpose Vehicle ('SPV') accounting

Introduction

Historically, the eEnergy Group has operated a number of Special Purpose Vehicles (SPVs) alongside each Buildco (the company that installs the projects). SPVs contract directly with third-party customers for Lighting- and Solar-as-a-Service contracts ('LaaS / SaaS'), while also contracting directly with funders in order to finance these cashflows. Installations are subcontracted internally to a Buildco within the eEnergy Group. Management has identified that the SPVs operate as principal under the LaaS and SaaS contracts and as such revenue is presented gross, as are balances due from customers and due to funding providers. The SPVs hire equipment to the end customer and incur VAT liabilities as they invoice for collections under each LaaS / SaaS contract across the duration of the agreement. The Buildco will recognise the associated build and installation costs for each project, with internal revenue that eliminates upon consolidation against equivalent cost of sales in the associated SPV.

The financing component is solely recognised in the SPVs over the life of the contract. The financing component is recognised over time as the interest revenue unwinds via the principal of amortised cost into the Statement of comprehensive income as 'financing revenue'. As each SPV is set up to facilitate an individual funding relationship, all contracts secured by that SPV include this financing element. As this is considered to be part of the business-as-usual operations for each SPV the financing component is recognised as revenue within the statement of comprehensive income.

The SPVs recognise financial assets in relation to the long term contractual cashflow due from the customer, with the balance analysed between less than one year and greater than one year.

The SPVs contract with third-party funders who advance funds to that SPV which enables the SPV to pay the cost of the installation to one of the Group's two Buildco businesses. The SPV remains responsible for the repayment of the advance from the funder. If there is a shortfall in customer repayments, the SPV must make up that difference to the funder. Essentially, the SPV typically just makes a relatively small margin on the interest finance charged by the funder.

For Buildco, the funded project revenue approach follows the same accounting treatment for customer-funded capex installation revenue. The project accounting in Buildco is now treated consistently across both types of contracted revenue (capex and funded). Under the current funding arrangements with Redaptive for example, the Group no longer uses its SPVs for funded projects with customers paying the third party funder directly over the life of the contract without recourse to eEnergy for any credit risk.

Funding liabilities

In summary, there are three categories of funding which we recognise as being distinct from each other. These are as follows:

Where the SPV sells the customer receivable to the funder but retains the financial obligations to the funders with recourse. This scenario covers the SOLAS, SUSI and Aquila SPV arrangements. Funders make an upfront payment to the SPV upon the completion of the installation and are subsequently repaid by the SPV on an agreed monthly/quarterly basis over the term of the contract as the SPV receives cash from the customer. The SPV has an obligation to make repayments in line with the funders' payment schedules and as such, the SPV recognises a financial liability at the amortised cost of the future payments to the funder. Should a customer not pay the SPV, the SPV would need to keep the funder 'whole' for the cost of the finance.

The income stream from the customer is presented separately on the balance sheet at amortised cost as a financial asset and the interest revenue is recognised in the SPV over time with an interest expense below EBITDA reflecting the interest charge on the third-party funding.

Where funders (e.g. Siemens or Redaptive) advance funds to a Buildco but without recourse to eEnergy re non-payment by customers. In this scenario, Buildco contracts with each third-party funder and each customer directly. This is because once the project is complete, eEnergy passes the customer details onto the third-party funder and the customer pays the third-party funder directly until the end of the contract. There is no recourse for non-payment by the customer back to eEnergy.

With the NatWest facility, the structure of the funding arrangement is that NatWest provides a loan/debt facility directly to eEnergy secured against customer receivables. This loan requires eEnergy to service the facility itself directly with NatWest. There is no sale of customer receivables to NatWest as there is in the first category above. Effectively the NatWest customer contracts are collateralised as security and if eEnergy defaults on the loan, NatWest may seize and sell the assets to offset its loss.

Warranty obligations

Product vendors to the Group provide a wide-ranging warranty over products over the duration of the project life. The cost of any replacement materials and their installation costs in the first few years of the contract are typically covered by vendors and subsequent to that, the materials are still typically covered by the vendor. The risk and reward for warranty work is not held by the SPV but is held by Buildco. As essentially most of the risk for warranty costs is contracted back-to-back with the vendors, the element of the revenue for warranty is considered immaterial and as such, no separate performance obligation is recognised for provision of O&M and warranty services.

2.13 Share-based payments

The cost of equity-settled transactions with employees and Directors is measured by reference to the fair value of the equity instruments at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of a Group company (market conditions) and non-vesting conditions. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other vesting conditions are satisfied. At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest or in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognised in the Statement of comprehensive income, with a corresponding entry in equity.

Where the terms of an equity-settled award are modified, or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the profit and loss account for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value expensed in the profit and loss account.

2.14 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. When the Group acquires any plant and equipment it is stated in the financial statements at its cost of acquisition.

Depreciation is charged to write off the cost less estimated residual value of property, plant and equipment on a straight-line basis over their estimated useful lives which are:

• Plant and equipment 4 years

• Computer equipment 3-4 years

Estimated useful lives and residual values are reviewed each year and amended as required.

2.15 Intangible assets

Intangible assets acquired as part of a business combination or asset acquisition, other than goodwill, are initially measured at their fair value at the date of acquisition. Intangible assets acquired separately are initially recognised at cost.

Amortisation is charged to write off the cost less estimated residual value of intangible assets on a straight line basis over their estimated useful lives which are:

• Brand and trade names 10 years

• Customer relationships 11 years

• Software (including in-house developed software) 3-10 years

Estimated useful lives and residual values are reviewed each year and amended as required.

Indefinite life intangible assets comprise goodwill which is not amortised and are subsequently measured at cost less any impairment annually.

The gains and losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset.

Other intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash generating units) which is essentially the results of the Group.

Goodwill impairment reviews are undertaken at the half year and for the annual results, or more frequently if events or changes in circumstances indicate a potential impairment. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

2.16 Inventories

The Group no longer maintains any inventory. Products are shipped directly to the client site (hence the importance of the SOS date) and with any surplus stock typically returned to vendors post project completion.

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour and other direct costs. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

2.17 Leases

The Group leased two properties in Ireland (which were disposed of in the current year), the head office in London and the electric motor vehicle fleet. Leases are recognised as a right of use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;

• Amounts expected to be payable by the Group under residual value guarantees;

• The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period. Right of use assets are measured at cost which comprises the following:

• The amount of the initial measurement of the lease liability;

• Any lease payments made at or before the commencement date less any lease incentives received;

• Any initial direct costs; and

• Restoration costs.

Right of use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right of use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less than £5,000 each) are recognised on a straight-line basis as an expense in profit or loss.

Under the terms of the contracted leases, no break clauses exist.

2.18 Equity

Share capital is determined using the nominal value of shares that have been issued.

The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits.

The reverse acquisition reserve includes the accumulated losses incurred prior to the reverse acquisition, the share capital of eLight Group Holdings Limited at acquisition, the reverse acquisition share-based payment expense as well as the costs incurred in completing the reverse acquisition.

Put options in relation to acquisitions where it is determined that the non-controlling interest has present access to the returns associated with the underlying ownership interest the Group has elected to use the present-access method. This results in the fair value of the option being recognised as a liability, with a corresponding entry in other equity reserves.

Accumulated losses includes all current and prior period results as disclosed in the Statement of comprehensive income other than those transferred to the reverse acquisition reserve.

2.19 Taxation

Taxation comprises current and deferred tax.

Current tax is based on taxable profit or loss for the period. Taxable profit or loss differs from profit or loss as reported in the Statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and where it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

The Organisation for Economic Co-operation and Development ('OECD') G20 Inclusive Framework on Base Erosion and Profit Sharing published the Pillar Two model rules designed to address the tax challenges arising from the digitalisation of the global economy. In response to this complex new tax legislation and to allow stakeholders time to assess its implications, on 23 May 2023, the IASB issued amendments to IAS 12 Income Taxes introducing a mandatory temporary exemption to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and liabilities related to the proposed OECD/G20 BEPS Pillar Two model rules.

The Group has applied the temporary exemption at 31 December 2025.

2.20 Borrowings and borrowing costs

Borrowings are recognised initially at fair value, net of transaction costs. Borrowings are subsequently carried at amortised cost.

Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are capitalised as a prepayment for liquidity services and amortised over the period of the loan to which it relates.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.

2.21 Warrants

Warrants are recognised as a financial instrument under IFRS 9. On recognition, where a liability is anticipated to be settled via equity a warrant reserve is recognised within other reserves equal to the fair value of the instrument as at date of issue. Where the liability is expected to be cash settled a liability is recognised as a current / non-current financial liability. The expense is recognised as a finance cost within the Comprehensive Income Statement.

Where warrants are associated with a borrowing instrument, these are then capitalised and recognised as a debit to reduce the borrowings balance on the statement of financial position. The capitalised balance is then unwound at amortised cost in line with the duration of the associated borrowing arrangement.

2.22 Adjusting items and non-Generally Accepted Accounting Principles ('GAAP') performance measures

Adjusting items are those items which, in the opinion of the Directors, should be excluded in order to provide a consistent and comparable view of the underlying performance of the Group's ongoing business. Generally, Adjusting items include those items that do not occur often and are material.

Adjusting items include i) the costs incurred in delivering the 'Buy & Build' strategy associated with acquisitions and strategic investments; (ii) incremental costs of restructuring and transforming the Group to integrate acquired businesses; (iii) costs incurred with regards the disposal of the Energy Management Division during the prior period; and (iv) share-based payments.

We believe the non-GAAP performance measures presented, along with comparable GAAP measurements, are useful to provide information to shareholders with which to measure the Group's performance, and its ability to invest in new opportunities. Management uses these measures with the most directly comparable GAAP financial measures in evaluating operating performance and value creation. The primary measure is Earnings before Interest, Tax, Depreciation and Amortisation ('EBITDA') and Adjusted EBITDA, which is the primary measure adopted by the Board to assess the profitability of the Group before Adjusting items. These measures are also consistent with how the underlying business performance is measured internally. The Group also reports profit or loss before Adjusting items which is net income, before tax and before Adjusting items as a secondary measure of the underlying financial performance of the Group.

The Group separately reports Adjusting items within their relevant Statement of comprehensive income line as it believes this helps provide a better indication of the underlying performance of the Group. Judgement is required in determining whether an item should be classified as an Adjusting item or included within underlying results. Reversals of previous Adjusting items are assessed based on the same criteria.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP.

2.23 Assets and liabilities classified as held for sale and discontinued operations

Assets and liabilities are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use and a sale is considered highly probable. Assets are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognised for any subsequent write-down of the asset to fair value less costs to sell.

A discontinued operation is a component of the Group that has disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the Statement of comprehensive income, including comparatives.

2.24 Non-current investments in subsidiaries

Investments in subsidiaries are held in the Company's financial statements at cost less any accumulated impairment losses.

The cost of an investment in subsidiary is the aggregate of the fair value, at the date of exchange, or assets given, liabilities incurred or assumed and equity instruments issued by the Company in exchange for control of the subsidiary. Costs directly attributable to the acquisition are capitalised as part of the investment.

Investments are reviewed for impairment on at least an annual basis, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of the investment is recognised as exceeding the recoverable amount (higher of value in use and fair value less cost of disposal) an impairment expense is recognised.

2.25 Employee benefits

The Group makes contributions on behalf of employees to an independent, defined contribution pension scheme. The Group has no further legal obligation to pay contributions after the payment of its fixed contribution that is matched by an employee. These contributions are recognised as an expense in the period the relevant employee services are received.

A liability is recognised for the benefits accruing to employees in respect of wages and salaries in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the relevant service.

2.26 Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The following are the critical judgements the Directors have made in the process of applying the Group's accounting policies:

Project accounting and accrued income

Management makes a number of judgements within the project accounting process and recognition of accrued income. This is specifically focused on the initial recognition of costs incurred upon the initiation of a project, which during the current year has been revised from 30% to 5% for Solar PV / Battery projects and 0% for LED / EV projects. In addition, estimates by management over the anticipated finish on site (FOS) date for all open projects as at the reporting date is recognised as a key management estimate. These figures are based on project timelines with further inputs from the operational team, with the anticipated end date of a project noted to have a potentially material impact on revenue and cost of sales recognised during the reporting period. This is only relevant for projects that remain open at the reporting date, as all completed projects can be agreed to separate documentation confirming completion.

Impairment assessment

In accordance with its accounting policies, each CGU is evaluated annually to determine whether there are any indications of impairment and a formal estimate of the recoverable amount is performed. The recoverable amount is based on value in use which require the Group to make estimates regarding key assumptions regarding forecast revenues, costs and post-tax discount rate. Further details are disclosed within note 14. Uncertainty about these assumptions could result in outcomes that require a material adjustment to the carrying amount of goodwill in future periods.

Deferred tax asset

As at 31 December 2025, the Group has recognised a deferred tax asset of £1,509,000 (2024: £2,521,000) in relation to historic losses, of which £359,000 has been recognised as being current (2024: £nil recognised as being current). The balance represents the historic losses of the Group, which can be used in order to offset future taxable profits in order to reduce the cash tax payable by the Group, currently at a forecast rate of 25%. Following a review by management, the calculation for the deferred tax asset was reduced to a 2 year outlook, which resulted in a decrease in the value of the deferred tax asset recognised in relation to Group losses. Management are confident in the forecast future profitability of the Group in the short term which would then lead to the utilisation of the historic tax losses available.

3. Restatement of prior periods

Following review of the financial statements, the Directors have decided to restate the prior period comparatives in order to appropriately reflect the nature of business including a revision in revenue accounting policy (IFRS 15), corrections to the recognition of special purpose vehicle financial assets and liabilities (IFRS 9), corrections for the recognition of warrant costs and capitalised debt fee amortisation (IFRS 9) and the recognition of additions to the leased electric vehicle fleet which were not previously recognised in the prior year (IFRS 16). The change in presentation and results gives financial statements that provide more reliable and relevant information about the effects of transactions and the operations of the eEnergy Group. Therefore the prior year financial statements have been restated in relation to three groups of adjustments, as detailed below:

• IFRS 15. Change in Revenue Accounting Policy and correction of historic errors. The net impact of the restatement is a reduction in revenue of £2,722,000, an increase in cost of sales by £254,000, offset by a decrease in administrative expenses of £1,600,000. This leads to an increase in the loss before tax by £1,376,000 in the prior period comparative, a decrease in opening prior period comparative net assets by £97,000 and a decrease in closing prior period net assets by £1,473,000 as at 31 December 2024.

• IFRS 9. Corrections to SPV Financial Assets and Liabilities and corrections for capitalised debt fee unwinds and warrants. The net impact of the restatement is to increase prior period revenue by £160,000, increase in cost of sales by £127,000, increase in interest costs by £104,000 leading to an increase in the loss before tax by £71,000. The prior period comparative opening assets are reduced by £282,000 and the prior period closing net assets are reduced by £581,000 as at 31 December 2024.

• IFRS 16. Recognition of additions to electric vehicle fleet in 2024. Net impact reduces administrative expenses by £14,000, which is offset by an increase in finance costs by £25,000, leading to an increase in the comparative loss before tax by £11,000. There is no impact to opening comparative reserves, with a reduction to the prior period closing net assets by £11,000 as at 31 December 2024.

During the current year the cumulative impact of restatements to the prior period comparatives are as follows:

The table above only presents the financial statement line items impacted by the restatement

The table above only presents the financial statement line items impacted by the restatement

The table above only presents the financial statement line items impacted by the restatement

The individual restatements are detailed as follows:

IFRS 15. Change in Revenue Accounting Policy and correction of historic errors

Historically, on signing a contract, the Group recognised 30% of the contract net revenue, together with 30% of the expected project costs associated with delivering the contract. During the current financial period management have changed their accounting policy in order to better represent the satisfaction of performance obligations under each project.

This follows the input method which is based on the Group's efforts towards satisfying a performance obligation relative to the total expected inputs into the satisfaction of that performance obligation. Due to the relatively short duration for installation works to be completed, this is based on time elapsed from the start on site ('SOS') date to the expected finish on site ('FOS') date. Upon signing, the Group will now recognise 5% of revenue for Solar PV / Battery projects and 0% of revenue for LED / EV projects, which has led to the restatement of the prior period results to provide a true and fair comparative under this new accounting policy (see note 2.11 for further details). Following review by management this is judged to be a more true and fair representation of the costs incurred prior to the start of site ('SOS') date in order to deliver an investment grade, fully costed, planned and funded installation with key details set out in the customer contract.

Due to the change in accounting policy, a number of LED projects previously recognised as being 30% complete at 31 December 2024 were reduced to 5% complete, while Solar projects recognised at 30% complete were reduced to 0% complete. These projects were recognised as having been signed by 31 December 2024, but had not passed their start on site ('SOS') date. The net impact of this adjustment reduced revenue by £959,000 and cost of sales by £534,000, with a corresponding decrease in accrued income and accrued costs respectively. LED and Solar projects that had passed start on site date, but had not yet reached the finish on site ('FOS') date also saw a corresponding reduction in their percentage completion, as a result of the decrease in the initial 30% recognition percentage. This resulted in a reduction in revenue by £1,395,000 and a decrease in cost of sales by £812,000, with a corresponding decrease in accrued income and accrued costs respectively, further impacted by adjustments for finish on site dates that were judged to have been inaccurate. This increased the loss after tax and decreased net assets by £1,008,000 as at 31 December 2024.

With internal costs now presented as cost of sales having been previously been allocated within administrative expenses, there was a reclassification of £1,600,000 from administrative expenses to cost of sales. This adjustment has no impact on the loss after tax or net assets as at 31 December 2024.

Alongside the change in accounting policy, a material solar contractor error was recognised for a series of projects. This led to a decrease in the opening net assets as at 1 January 2024 by £97,000 due to a decrease in accrued income. The comparative revenue for the year ended 31 December 2024 was reduced by £368,000, with a decrease in accrued income of £465,000. As at 31 December 2024 the loss after tax was increased by £368,000 and the net assets were decreased by £305,000.

IFRS 9. Corrections to SPV Financial Assets and Liabilities and corrections for capitalised debt fee unwinds and warrants.

Following a review of the financial asset and liability schedules by management, the unwind of both financial assets and liabilities were restated, in order to correct identified mechanical errors and unwind the financial assets and liabilities at amortised cost. These corrections led to an increase in financing revenue by £48,000 from the SPVs and an increase in the non-current financial assets by £48,000. This was offset by an increase in the financing expense for the unwind of funder liabilities by £25,000, leading to an increase in the non-current financial liability by £25,000. This led to a net decrease in the loss after tax of £23,000 as at 31 December 2024 and a corresponding increase in net assets.

On review, one financial asset associated with a Lighting-as-a-Service contract was recognised as not being recoverable due to the customer having gone into administration in a prior period. This led to a reduction in the opening net assets as at 1 January 2024 by £291,000. As a result, the financing revenue of £15,000 recognised for the unwind of the financial asset was reversed in the prior period income statement, increasing the loss after tax by £15,000. The non-current financial asset as at 31 December 2024 was reduced by £306,000, leading to a decrease in closing net assets of £306,000.

On confirming SPV funder repayments, it was recognised that there was an historic cut off error in the opening periods. As such management recalculated the financial liability unwind schedules based on actual cash transfer dates. This led to a reduction in the opening net assets as at 1 January 2024 by £351,000, with a corresponding decrease in the finance expense for the recalculated unwinding of SPV funder liabilities by £12,000. This led to a decrease in the loss after tax by £12,000. As at 31 December 2024 the non-current financial liabilities due to SPV funders were increased by £339,000, leading to a decrease in closing net assets of £339,000.

An additional drawdown tranche for one of the SPVs was noted to have been presented net upon review and therefore was corrected in order to gross out the impact on the income statement and balance sheet. This led to the recognition of £127,000 of additional revenue and cost of sales, in addition to an uplift to both the financial asset and financial liability by £127,000. This had no impact on the net asset position as at 31 December 2024.

Following the repayment of the NatWest customer financing facility, management undertook a review of the associated capitalised debt fees. These costs were incorrectly recognised through the income statement on a straight line basis and as such the charge was recalculated, leading to a decrease in the finance costs by £41,000 and corresponding improvement in the loss after tax by £41,000. On the statement of financial position, the capitalised debt fees were reclassified from prepayments (reduction by £237,000) and instead included as part of the borrowing figures for the NatWest customer financing facility (decreased by £278,000). The net impact was an increase in net assets by £41,000 as at 31 December 2024.

After entering the warrant arrangement associated with the Harwood Loan, management reviewed the historic accounting treatment for warrants. Previous recognition followed an interpretation similar to IFRS 2, recognising costs on a straight-line basis over the duration of an associated borrowing arrangement. This was recognised as an error. Historically, the Group has issued warrants as part of raising borrowing facilities and as such the associated cost can be allocated against the borrowing facility in question and recognised at amortised cost over the duration of the associated borrowing facility. On recognition, where a liability is anticipated to be settled via equity a warrant reserve is recognised within other reserves equal to the fair value of the instrument as at date of issue. Where the liability is expected to be cash settled a liability is recognised as a current / non-current financial liability. The expense is recognised as a finance cost within the Comprehensive Income Statement.

Where warrants are associated with a borrowing instrument, these are then capitalised and recognised as a debit to reduce the borrowings balance on the statement of financial position. The capitalised balance is then unwound at amortised cost in line with the duration of the associated borrowing arrangement.

As such the unwind for warrants following IFRS 9 methodology at amortised cost led to the recognition of £197,000 of historic finance expenses within opening reserves as at 1 January 2024. This was offset by the increase in warrant reserve by £329,000 for the full initial recognition of the fair value of warrants in existence. The interest expense in the prior period comparative was increased by £132,000 in recognition of the release in full of capitalised debt fees for warrants associated with borrowing facilities repaid following the sale of the Energy Management Division. The warrant reserve remains in place within the other reserves. The net impact as at the close of 31 December 2024 was £nil, with additional finance within closing accumulated losses of £329,000 offsetting against the increase in the warrant reserve of £329,000.

The Company only impact for the correction of the IFRS 9 accounting for the treatment of warrants increased the opening warrant reserve within other reserves by £568,000 as at the close of December 2023. This also reduced the retained earnings by £208,000, with a corresponding decrease by £360,000 to borrowings as the capitalised warrant costs were recognised. This led to an increase in the net assets as at 31 December 2023 by £360,000. As at 31 December 2024 the warrant reserve balance had been increased by £340,000 and retained earnings decreased by £340,000 due to the additional release of £132,000 of finance costs as the capitalised warrant fees associated with historic Group funding were released in full, This had £nil impact on the close net assets.

IFRS 16. Recognition of additions to electric vehicle fleet in 2024

On review of the electric vehicle fleet during the current year, management noted that a number of vehicles were additions in the prior financial year, for which rental expense had been recognised through the income statement, as opposed to the correct recognition of a right of use asset and lease liability under the requirements of IFRS 16. While the change in net assets is trivial, management elected to restate the prior period comparatives due to the material size for the gross right of use asset and gross lease liability on the statement of financial position.

Right of use asset additions of £868,000 were recognised in the prior period, with £68,000 of depreciation recognised. This offset against rental expenses previously recognised of £82,000 leading to a reduction in administrative expenses of £14,000. Lease additions of £868,00 were recognised in the prior period, with an additional interest expense of £25,000. As at 31 December 2024, additional right of use assets with a net book value of £800,000 and associated lease liabilities of £811,000 had been recognised, generating a decrease in net assets as at 31 December 2024 of £11,000.

The Company only impact of the IFRS 16 restatement led to the recognition of £491,000 of additional right of use assets net book value as at 31 December 2024, which was offset by an additional £497,000 of lease liabilities. This led to a decrease in net assets by £6,000.

4. Segmental reporting

The following information is given about the Group's reportable segments:

The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group's internal reporting in order to assess performance of the Group and has determined that in the period ended 31 December 2025 the Group had two operating segments, being Energy Services and Group Central costs.

On 9 February 2024, the Group sold its Energy Management business segment, hence the results and net asset position for Energy Management being reported as a discontinued operation, as presented in note 5. This was considered as a separate third business unit as part of the prior year comparatives.

Prior year comparatives have been restated, please see note 3 for further information.

*Cost of sales (Internal) is a non-GAAP measure recognised by management in order to identify the separation between project costs satisfied by third parties external to the Group (including commission costs) and project costs satisfied internally by staff within the Group (for example undertaking survey, design and project implementation activities).

*Cost of sales (Internal) is a non-GAAP measure recognised by management in order to identify the separation between project costs satisfied by third parties external to the Group (including commission costs) and project costs satisfied internally by staff within the Group (for example undertaking survey, design and project implementation activities).

For further details on the discontinued operations, see note 5.

5 Discontinued operations

During the prior year, the Group disposed of its wholly owned Energy Management Division to Flogas Britain Limited. The Energy Management Division within the Group comprised the following subsidiaries:

• eEnergy Consultancy Limited;

• eEnergy Insights Limited; and

• Energy Management Limited.

In accordance with IFRS 5, the Energy Management Division was classified as a disposal group held for sale and as a discontinued operation, with results below:

6 Revenue

During the current and prior year all revenue was generated at a point in time for the installation of LED and Solar systems at customer sites. Included within revenue is £1,349,000 (2024: £1,059,000 restated) of financing revenues recognised on historic LaaS and SaaS contracts within the Group's SPVs.

In the current year there were no customers (2024: nil) accounting for greater than 10% of the Group's revenue. Included within the current year revenue recognised is a balance of £392,000 which had been recognised as contract liabilities at the close of the prior period (2024: £1,689,000).

As at 31 December 2025, the Group recognised a contract asset of £756,000 (2024: £nil), primarily in relation to the Mace contracts for which work had been undertaken prior to year end, for which contractual documents were signed post 31 December 2025.

During the current period the Group has changed revenue accounting policy, leading to a restatement of the prior period comparatives (see note 3 for further details). Historically, on signing a contract, the Group recognised 30% of the contract net revenue, together with 30% of the expected project costs associated with delivering the contract. Upon signing, the Group now recognises 5% of revenue for Solar PV / Battery projects and 0% of revenue for LED /EV projects (see note 2.11 for further details). Following review by management this is judged to be a more true and fair representation of the costs incurred prior to the start of site ('SOS') date in order to deliver an investment grade, fully costed, planned and funded installation with key details set out in the customer contract.