Results for the year ended 31 December 2025

Pineapple Power Corporation plc

("Pineapple" or the "Company")

Results for the year ended 31 December 2025

21 October 2026. Full Report & Accounts are available at www.pineapplepowercorp.com

Pineapple Power Corporation (LSE:PNPL) announces its financial results for the year ended 31 December 2025 (the "2025 Accounts") and post period highlights.

Strategic Summary and Post Period Highlights

Financial Summary

 Full year 2025 loss before and after taxation of £214,713 (2024: £356,589).

Claudio Morandi, non-Executive Chairman, said:

"Our financial performance was challenging in 2025 following our decision not to proceed with the acquisition of Buffalo Battery Metals. However, during 2026 we have made significant progress in refocusing the group strategically and enhancing its financial position through a successful convertible loan note issue. We are now in a more robust position to pursue strategic acquisition opportunities in a broad spectrum of appropriate industries and geographies”.

For further information:

PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452

CHAIRMAN’S STATEMENT

I am pleased to present the financial statements for Pineapple Power Corporation plc (the “Company” or “Pineapple”) for the year ended 31 December 2025.

Rather than attempting to analyse the financial statements for the year and the Company’s past difficulties, I’d prefer to focus on what is being done today which I believe will be more pertinent for shareholders considering the Company has been in a holding pattern in 2025. Over the past eight months a huge level of activity has taken place to bring our business plan back on track – albeit under new management, investors and with a refreshed focus.

Upon the passing away of Andrew Holland, Non-Executive Director, we were obliged to find a replacement director under our articles of association and in keeping with the Stock Exchange rules. A listed company needs two directors at all times.

Our Company stockbrokers introduced us to Adam Park who came with a track record as a company director and turnaround specialist and happily he agreed to join the board as part of an ambition to take Pineapple to a group of investors. Adam’s appointment was effective from 11 February 2026.

Adam's initial focus was to strengthen the Company's financial and operational position and to bring its statutory and corporate obligations up to date. This included securing additional funding to settle certain outstanding creditors and engage professional advisers, introducing dual authorisation for payments, transferring bookkeeping and company secretarial responsibilities to Orana Corporate LLP, maintaining formal creditor and cash flow schedules, and ensuring that the current Directors have appropriate oversight of the Company's banking and financial reporting arrangements.

Consequently, in June 2026 the Company raised £318,000 through the issue of convertible loan notes to a group of investors led by William Potts (note 17). One of these investors was Nicholas Nelson, who joined the Board at around the same time. In September and October 2026, £244,000 of these loan notes converted into ordinary shares. The conversion of the remaining £74,000 of loan notes, all owned by William Potts, will take place in cooperation with the Company in due course. The funds raised are being applied to settle historical creditors and to maintain the Company's operations as it works towards a transaction in late 2026.

Shareholders would be aware that the Company has experienced difficulty in completing transactions previously however the Board remains committed to the Company’s original plan described as follows: ‘The Company was formed to undertake an acquisition of a controlling interest in a company or business (an "Acquisition"). Any Acquisition is expected to constitute a reverse takeover transaction and consideration for the Acquisition may be in part or in whole in the form of share-based consideration or funded from the Company's existing cash resources or the raising of additional funds. For details of the transactions in the year see Merger and Acquisition Activity in the Strategic Report.

Our immediate priority is to take the Company to the position where its share suspension will be lifted by the FCA. We are confident that this will happen enabling us to continue pursuing acquisition leads across a broad spectrum of industries and geographies.

Claudio Morandi Non-Executive Chairman

20 October 2026

AUDITOR’S REPORT

Opinion

We have audited the financial statements of Pineapple Power Corporation Plc (the ‘company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cashflows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that at 31 December 2025 the company had liabilities of £427,665, generated no revenue during the year, incurred a loss of £214,713 and requires additional funding to meet its liabilities and continue its operations. The company is dependent on securing further funding. Whilst a prospective investor has provided a non-binding written indication of support, no binding commitments are currently in place for the funding required during the going concern assessment period. As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included the following procedures:

• Obtaining the going concern assessment and the supporting cash flow forecasts to 29 February 2028;

• Comparing previous cash flow forecasts to actual performance in the prior year and post year-end to assess management’s ability to forecast;

• Ascertaining and challenging the key assumptions applied in the cash flow forecast and assessing the reasonableness of such assumptions. This included inflows from capital fundraises that the directors anticipate being achieved in the going concern period;

• Agreeing the inputs to the cash flow forecasts to the underlying supporting documentation;

• Agreeing the company’s actual cash balances at 30 September 2026 to the relevant bank statements and assessing whether these balances were accurately reflected in the forecast’s opening working capital position;

• Verifying the post year-end receipt of proceeds from the Convertible Loan Note fundraising to executed agreements and the company’s bank statements; and

• Testing the mathematical accuracy of the cash flow forecasts including stress testing the key assumptions.

Based on the procedures performed, we are satisfied that the events and conditions giving rise to the material uncertainty have been appropriately described and disclosed in Note 2 to the financial statements. We have reviewed the underlying cash flow forecasts, assumptions and supporting evidence used by management in preparing its going concern assessment. This included considering the written indication of support received from a prospective investor, the investor’s stated financial capacity to provide that support and the non-binding nature of the proposed funding. We found the disclosures to be consistent with the information obtained during the audit.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality to determine the nature and extent of our testing, for example in determining sample sizes.

We agreed to report to the directors all corrected and uncorrected misstatements we identified through our audit with a value in excess of £188 (2024: £300). We also agreed to report any other misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality as described above and assessed the risks of material misstatement in the financial statements. In particular, we tailored the scope of our audit to address the company's status as a cash shell, the limited volume of transactions during the year and the loss of access to the historical accounting system. Our audit focused on areas involving significant judgement and increased audit risk, including the appropriateness of the going concern basis of preparation, the completeness of expenditure and liabilities within the reconstructed accounting records, the recognition and disclosure of balances arising from the dispute with former consultants, and the completeness of disclosures related to related party transactions and balances.

Given the Directors loss to the company’s accounting system and therefore general ledger, a significant element of our audit involved obtaining direct access to the company's bank accounts and independently reconciling transactions to the reconstructed accounting records. We performed extensive substantive procedures over creditors, accruals and post year-end settlements to assess the completeness of liabilities and to evaluate the reasonableness of the directors’ reconstruction of the accounting records. As part of our going concern work, we challenged the assumptions underpinning management's cash flow forecasts, including proposed fundraising activities, forecast expenditure and available mitigating actions. We also considered post balance sheet events and funding arrangements entered into after the reporting date.

In accordance with ISA (UK) 240 The Auditor's Responsibilities Relating to Fraud in an Audit of Financial Statements, we addressed the presumed risk of management override of controls, including testing manual journals posted in the reconstructed trial balance, reviewing unusual transactions and evaluating whether there was evidence of bias in significant judgements made by management.

Our audit was performed from our London office with regular engagement with management and the directors throughout the audit process. The procedures performed enabled us to obtain sufficient appropriate audit evidence to support our audit opinion on the financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.  In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and application of cumulative audit knowledge.

• We determined the principal laws and regulations relevant to the company in this regard to be those arising from the listing rules, disclosure guidance and transparency rules, the Companies Act 2006, anti-bribery and anti-money laundering regulations and UK-adopted international accounting standards.

• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to:

- Holding discussions with management and the directors and considering whether there were any known or suspected instances of non-compliance with laws and regulations or fraud;

- Reviewing post year end board meeting minutes;

- Reviewing Regulatory News Service (RNS) announcements; and

- Reviewing legal and regulatory correspondence and legal expenses.

• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether transactions, liabilities or obligations may have been omitted from the reconstructed accounting records following the company's loss of access to its Xero accounting platform and the subsequent reconstruction of the Xero general ledger from source documentation. We addressed this through extensive substantive procedures, including reconciliation of bank transactions to the reconstructed records, detailed creditor testing, review of legal correspondence and statutory demands, and testing of reconstruction adjustments recorded by management.

• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: testing journals and reconstruction adjustments; reviewing an extended period of post year-end invoices, payments and creditor balances for evidence of incomplete expenditure or liabilities; and evaluating the business rationale of significant transactions that were unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by the board of directors on 10 February 2021 to audit the financial statements for the period ending 31 December 2020 and subsequent financial periods. Our total uninterrupted period of engagement is 6 years, covering the periods ending 31 December 2020 to 31 December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Timothy Harris (Senior Statutory Auditor)

For and on behalf of PKF Littlejohn LLP

Statutory Auditor

 20 October 2026

PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452

STATEMENT OF COMPREHENSIVE INCOME

FOR YEAR ENDED 31 DECEMBER 2025

The above results relate entirely to continuing operations. The notes on pages 30 to 38 form an integral part of these financial statements.

PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the Board on 20 October 2026 and were signed on its behalf by:

Claudio Morandi

Non-Executive Chairman

The notes on pages 30 to 38 form an integral part of these financial statements.

PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452

STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2025

The notes on pages 30 to 38 form an integral part of these financial statements.

PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452

STATEMENT OF CASH FLOWS

FOR YEAR ENDED 31 DECEMBER 2025

1. General information

Pineapple Power Corporation plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006. The Company’s registered number is 09081452.

The registered office of the Company is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF.

The Company’s ordinary shares are admitted to the Official List and to trading on the Main Market of the London Stock Exchange. The principal activity of the Company is the identification and evaluation of potential companies, businesses or assets for acquisition, with a focus on the clean and renewable energy sectors and other disruptive technologies.

2. Basis of preparation and material accounting policies

Statement of compliance

The financial statements have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006. They have been prepared under the historical cost convention. The financial statements are presented in Pounds Sterling, which is the Company’s functional and presentational currency, and are rounded to the nearest £1.

Going concern

The financial statements have been prepared on the going concern basis. At 31 December 2025 the Company had net liabilities of £427,665 (2024: net liabilities of £212,952) and held cash and cash equivalents of £61 (2024: £19,994). The Company generated no revenue during the year and incurred a loss of £214,713 (2024: £356,589). During the year its working capital was supported by related-party loans, which totalled £54,282 at the year end (2024: £12,500).

The Company requires additional funding to meet its liabilities as they fall due and to pursue its acquisition strategy. During 2026 the Company became involved in a dispute with two former consultants regarding unpaid fees, expenses and loans. Statutory demands totalling £238,616 were served in July 2026 and withdrawn in September 2026, but the underlying claims remain in dispute. The Directors have assessed the known claims and reflected the amounts considered payable in the financial statements.

In June 2026 the Company raised £318,000 through the issue of convertible loan notes (see note 17), of which £244,000 had converted into ordinary shares by 8 October 2026. The remaining £74,000 is convertible at the discretion of the noteholder. The Directors have prepared cash flow forecasts covering the period to October 2027, being at least twelve months from the date of approval of these financial statements. These forecasts reflect the Company's limited ongoing cost base, which consists mainly of Directors' fees and listed company costs, and show that the Company will need to raise further funds within the forecast period to meet its obligations, including any settlement of the disputed claims.

The forecasts principally assume that the Company will secure additional equity funding of up to £750,000 by 31 December 2026. The Company's broker, AlbR Capital, has been in close and regular contact with management throughout 2026, and the Directors expect the fundraising to be supported by the same group of investors that subscribed for the June 2026 convertible loan notes, led by William Potts. The Company has received a written, non-binding indication of support from William Potts for £250,000 of the proposed fundraising. It is confirmed that the investors have the financial capacity to provide this support and this is expected to remain their position throughout the going concern assessment period. The Directors expect the balance of the proposed fundraising to be provided by other prospective investors; however, no binding commitments are currently in place.

If the anticipated funding is delayed or secured at a lower level than forecast, the Directors intend to implement mitigating actions within their control, including reducing discretionary expenditure and deferring payment of Directors' remuneration until sufficient funding is available.

In concluding that the going concern basis remains appropriate, the Directors have considered the successful fundraising in June 2026, the strengthening of the Board through the appointments of Adam Park and Nicholas Nelson, the written indication of investor support and the mitigating actions available. Having considered these matters, the Directors have a reasonable expectation that the Company will have sufficient resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

However, the proposed funding remains non-binding and dependent on the successful completion of future fundraising, and the outcome of the dispute with the former consultants is uncertain. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The Company may therefore be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. The Company’s financial assets comprise cash and cash equivalents and other receivables, which are held to collect contractual cash flows that are solely payments of principal and interest and are measured at amortised cost, less any expected credit losses. The Company’s financial liabilities comprise trade and other payables and related-party loans, which are non-derivative and are measured at amortised cost using the effective interest method. Financial assets are derecognised when the contractual rights to the cash flows expire or are transferred; financial liabilities are derecognised when the related obligation is discharged, cancelled or expires.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost less any provision for impairment, determined on the expected credit loss basis in accordance with IFRS 9.

Trade and other payables

Trade and other payables are non-interest bearing and are stated at amortised cost.

Equity

Share capital represents the nominal value of ordinary shares in issue. The share premium account represents amounts subscribed for share capital in excess of nominal value, net of directly attributable issue costs. Equity-settled share-based payments are credited to a share-based payment reserve until the related options or warrants are exercised or lapse. On lapse of an equity-settled award, the associated balance is transferred within equity to retained losses. Retained losses comprise all current and prior period results.

Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of awards that will eventually vest, with a corresponding credit to the share-based payment reserve. No share-based payment awards were granted during the year (2024: none).

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable result for the year, using tax rates enacted or substantively enacted at the reporting date. Deferred tax is recognised on temporary differences using the balance sheet liability method. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the underlying temporary differences can be utilised.

Critical accounting judgements and key sources of estimation uncertainty

In preparing the financial statements the Directors are required to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The Directors consider the assessment of the Company’s ability to continue as a going concern (see above) to be the principal critical accounting judgement. Apart from this, the Directors do not consider there to be any other critical accounting judgements or key sources of estimation uncertainty affecting the financial statements.

END OF RNS RESULTS ANNOUNCEMENT