Solar Agreement, Loan Agreement, Grant of Warrants

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

12 November 2025

eEnergy Group plc

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

Enlarged Solar PV supplier agreement, Loan Agreement and Grant of Warrants

eEnergy (AIM: EAAS), the net zero energy services provider, is pleased to announce its significant solar PV agreement, announced on 1 September 2025 has been expanded from 47 schools to potentially up to 82 schools across East and West Midlands and parts of London. The scope of the work has also been expanded to include LED, EV and battery installations as well as solar PV as part of the Great British Energy Solar Partnership ("GBESP"). The final designs and mix of work within the various installations at each site are yet to be finalised.

To meet the rapid deployment and completion deadline for the end of March 2026, the Company has today entered into an unsecured loan facility of £1.5 million ("Loan Agreement") with Harwood Holdco Limited ("Harwood"). Furthermore, and in connection with this Loan Agreement, the Company has, pursuant to a warrant instrument dated 12 November 2025 (the "Warrant Instrument"), granted a total of 8,653,846 five-year warrants to subscribe for new ordinary shares of 0.3 pence each in the capital of the Company to Harwood.

Background to the Loan Agreement

On 1 September 2025, the Group announced that eEnergy had been selected as the preferred supplier for the Great British Energy Solar Partnership ("GBESP") Midlands Lot 1, to deliver eEnergy's rooftop solar PV solution to up to 47 schools in the East and West Midlands ("the Programme") to be managed by Mace Consult Limited ("Mace") who is leading a consortium comprising Mott Macdonald, RAFT, SOS-UK, Inspired Efficiency, Nexus, Energy Sparks, and Building Spatial Intelligence.

Since this announcement, the Company has been conducting structural surveys of the selected school sites and submitting applications for the necessary planning and network operator approvals ahead of the solar PV installation work at each site. The Programme is progressing well, and the Company has since been awarded an additional 35 schools increasing the total 82 schools. The Programme delivery timeline remains for completion by the end of March 2026, and, as such, the majority of the potential revenue will be recognised in FY26.

Installations under the Programme are expected to commence in November 2025. As installations commence and scale, there will be an associated working capital demand on the Company's cash flow. The agreed customer payment terms for work conducted under the Programme are longer than the Company's usual payment term which increases the short-term working capital requirements for the Company.

Current Trading

The Company is trading well and subject to no significant adverse weather in the final two months which could potentially delay the solar PV installations, remains on track to deliver Revenue and Adjusted EBITDA in line with market expectations. The order book for work to be delivered in FY2026 is already at a record level which positions the Company for further profitable growth in FY2026.

Details of the Loan Agreement

· £1.5 million as principal ("Loan");

· The Loan is unsecured;

· 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; and

· Interest will be accrued from the date monies are drawn down under the Loan Agreement at a rate of 10 per cent. per annum, (increasing by 2.5% on each extension option) repayable at the end of the term or on prepayment of the Loan.

Details of the Warrant Instrument

· The Company has agreed to grant warrants over 8,653,846 ordinary shares of 0.3 pence each in the capital of the Company ("Ordinary Shares") to Harwood at a strike price of 5.2 pence per Ordinary Share (the "Warrants);

· The Warrants will be exercisable, in whole or in part, at any time from today until 12 November 2030 (the "Subscription Period"); 

· In the event that the Company raises funds by way of an equity financing round where Ordinary Shares are issued in exchange for cash at a price per Ordinary Share of less than £0.052, , the strike price will be amended to reflect the issue price per Ordinary Share, provided that this shall not, for the avoidance of doubt, apply to any funds raised from (a) any subscription monies for the Warrant Shares pursuant to this Instrument; or (b) any Ordinary Shares issued on the exercise of any option granted to an employee, officer or consultant of the Company;

· Any Warrants that remain unexercised at the end of the Subscription Period shall lapse and terminate immediately on such expiry without further notice and shall be of no further force or effect; 

· The Warrants themselves will not be admitted to trading on AIM or on any other stock exchange; and

· Upon exercise of the Warrants, the underlying Ordinary Shares shall be issued within 10 Business Days and the Company will, not later than 3 Business Days after the issue of such Ordinary Shares, apply for the admission of such Ordinary Shares to trading on AIM and shall use its reasonable endeavours to procure such admission.

Harvey Sinclair, CEO of eEnergy, commented:

"We are very pleased to announce this +50% increase in the number of potential schools for our significant solar PV project under the GBESP. Since being awarded the preferred supplier in September, we have made excellent progress evaluating the selected schools and remain on track to start the first installations this month.

Given the rapid deployment and upsized scope for this project we have entered into a short term £1.5m working capital facility with Harwood to ensure we have sufficient liquidity to remain flexible for other tenders in the market."

Related Party Transaction

Harwood Holdco Limited and Harwood Capital LLP ("Harwood Capital") are both subsidiary companies of Harwood Capital Management Limited. Harwood Capital, who hold more than 10 per cent. of the existing issued share capital of the Company is classified as a related party under the AIM Rules for Companies ("AIM Rules") and Harwood's participation in the Loan Agreement, and the grant by the Company of the Warrants to Harwood, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the Company's directors, all of whom are independent Directors for the purpose of the above related party transaction, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Harwood's participation in the Loan Agreement and the grant by the Company of the Warrants to Harwood, are both fair and reasonable insofar as the Company's shareholders are concerned.

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

About eEnergy Group plc

eEnergy (AIM: EAAS) is revolutionising the path to Net Zero as a leading digital energy services provider for B2B and public sector organisations. We eliminate the barriers to clean energy generation and energy waste reduction, offering solutions that don't require upfront capital investment. Our vision is clear: make Net Zero possible and profitable for every organisation.

Our primary services include:

• Reduce: LED lighting and controls

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

• Charge: EV charging and management software

• Fund: With no upfront cost

All eEnergy services come with intelligent circuit-level energy analytics and are delivered through compliant, off-balance sheet funding-now including a dedicated £100 million fund with Redaptive, supporting private and public sector clients. Funding is also available through partners such as NatWest and Siemens, enabling our energy-as-a-service model.

eEnergy has completed over 1,100 decarbonisation projects within the B2B and public sector. We are #1 in the education sector, having worked with over 840 schools, installing over half a million LED lights, and improving the learning environment for over 443,000 students-enough to fill Wembley Stadium almost five times over. In one year alone, eEnergy has saved the education sector £13 million in energy costs. With over 70% of schools yet to transition to LED lighting and over 90% yet to deploy solar, eEnergy estimates that at least £5.4 billion would need to be invested to install adequate rooftop solar, LED lighting, and EV charging infrastructure in UK schools.

eEnergy is a market leader within the education sector and has been awarded the Green Economy Mark by the London Stock Exchange. We have also received a Bronze rating from EcoVadis for our commitment to ESG and sustainable business practices.

Cautionary Note Regarding Forward-Looking Statements

This announcement may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's directors. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Accordingly, you should not rely on any forward-looking statements and, save as required by the AIM Rules for Companies or by law, the Company does not accept any obligation to disseminate any updates or revisions to such forward-looking statements.