REG - eEnergy Group PLC - Final Results for the 18 months ended 31 Dec 2023
30/04/2024 07:15
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RNS Number : 5060M eEnergy Group PLC 30 April 2024
30 April 2024
eEnergy Group plc
("eEnergy", "the Company" or "the Group")
Final Results for the 18 months ended 31 December 2023
eEnergy (AIM: EAAS), the net zero energy services provider, is pleased to
announce its audited financial statements for the 18 months from 1 July 2022
to 31 December 2023. The comparative figures are for the 12 month period to 30
June 2022. As a result of the Energy Management Division sale post year end,
the Energy Management Division is classified as 'discontinued' from a
statutory reporting perspective.
On 22 June 2023 the Company announced that it had changed its accounting
reference date from 30 June to 31 December. The Group's business activities
and revenues are weighted towards the middle of the calendar year and
therefore the Board believes that a 31 December year end is in the best
interest of the Group.
Financial highlights
● Reported revenue of £26.3 million (FY22: £45.6 million)
- Energy Services (continuing business) annualised revenue of £17.5 million
for FY23, up 68% on a like-for-like basis (FY22 £10.5 million)
● Reported Adjusted EBITDA(1) of £(0.2) million (2022: £3.0 million)
- Energy Services annualised Adjusted EBITDA(1) of £1.5 million, up 55% on
a like-for-like basis (FY22 £1.0 million)
● Energy Services Sales (TCV) of £34.2 million (2022: £14.0 million),
equivalent to £22.8 million annualised, up 63% on a like-for-like basis
● Nebt Debt of £7.3 million (2022: £3.6 million) with balance sheet
transformed post-period end through sale of Energy Management Division and all
third party borrowings repaid
● Energy Services contracted future revenues of £7.8 million as at 31 December
2023, up 96% year-on-year (31 December 2022: £4.0 million)
Operational achievements
● Completion of new €5 million two-year project funding facility with Solas
Capital AG to finance LED lighting projects in Ireland
● Strategic investment agreement with long standing partner, Luceco plc
● Increased ownership stake in measurement platform MY ZeERO, to 100%
● Strategic planning for the post-period sale of the Energy Management Division
Post Period End
● Sale of the Energy Management Division
- £25 million initial cash consideration received with the remaining £4.3
million of initial consideration used to repay amounts due from the Group to
the Energy Management Division
- Potential additional consideration of £8-10 million over the next two
years based on the Energy Management Division delivering on its business plan
at the time of its sale
● Secured new £40 million project funding facility with NatWest to finance
energy efficiency and onsite generation technologies for the Group's public
sector customers
● £5.2 million solar contract with Spire Healthcare plc, the largest to date,
following installation of trial site
● Subsequent to the sale of the Energy Management Division, Andrew Lawley
appointed Non-Executive Chair of the Board, following John Foley stepping down
FY24 Trading and Outlook
● Continued impact of constrained balance sheet into Q1 24 until completion of
the Energy Management Division sale in February
● Compounded by slower conversion of advanced sales pipeline with lengthened
customer decision-making cycles
● Signs of market recovery into Q2 24 with current forward order book of £7.6
million and growing pipeline, giving confidence in strong revenue and earnings
growth for H2 24, supported by material reductions in the Group PLC cost-base
to reflect the reduced size of the business
● Profit generation for FY24 is expected to be concentrated in the second half
of the year
● Looking to expand position within the public sector to include local
authorities, higher and further education, whilst expanding into new
commercial sectors such as healthcare
● The Board now expects full year revenue for FY24 of £25-26 million
● Actions being taken to reduce the Group PLC cost-base following the disposal
of the Energy Management division are expected to deliver a reduction in
annualised Group PLC costs from £2.3 million in Q1 24 to £1.6 million by end
of Q4 24
Commenting on the results, Harvey Sinclair, CEO, said: "Following the sale of
the Energy Management Division in February 2024 we are left with a business
with a proven track record of delivering growth.
"We are now supported by strong cash resources, and are able to focus on
converting the growing pipeline over the next 12 months, and accordingly
expect profit generation for FY24 to be concentrated in H2. This will be
underpinned by the delivery of solar contracts secured in prior periods and
the reductions in cost-base of the Group function post-disposal.
"Following a period of record energy prices in 2022, the market paused for
breath in the second half of 2023 as energy prices settled and cost of funding
increased. We are now pleased to see some recovery in the market with strong
pipeline growth in recent weeks, and are encouraged by the economy's
acceleration towards Net Zero.
"Thank you to all the amazing eEnergy staff for their hard work and dedication
during the period, helping to continue to grow our business and for the smooth
separation and sale of the Energy Management Division."
The Company is today publishing its Annual Report and Accounts for the 18
months 31 December 2023, which will shortly be available on the Company's
website at https://eenergyplc.com/investors (https://eenergyplc.com/investors)
.
An investor webinar and analyst presentation will take place following the
trading update in July.
(1)Adjusted EBITDA is Earnings before interest, tax, depreciation and
amortisation, excluding exceptional items. Exceptional 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 and include transaction-related items, restructuring and
integration costs and share based payment expenses.
For further information, please visit www.eenergy.com (http://www.eenergy.com)
or contact:
eEnergy Group plc Tel: +44 20 7078 9564
Harvey Sinclair, Chief Executive Officer info@eenergy.com (mailto:info@eenergy.com)
Crispin Goldsmith, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) Tel: +44 20 7409 3494
Richard Johnson, James Harris
Canaccord Genuity Limited (Joint Broker) Tel: +44 20 7523 8000
Max Hartley, Harry Pardoe (Corporate Broking)
Turner Pope Investments (Joint Broker) Tel: +44 20 3657 0050
Andy Thacker, James Pope info@turnerpope.com (mailto:info@turnerpope.com)
Tavistock Tel: +44 207 920 3150
Jos Simson, Simon Hudson, Katie Hopkins eEnergy@tavistock.co.uk (mailto:eEnergy@tavistock.co.uk)
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 vison is
clear: make net zero possible and profitable for every organisation. eEnergy
is market leader within the education sector and has been awarded the Green
Economy Mark by London Stock Exchange.
Chairman's Statement
Dear Shareholder,
The period under review comprises 18 months as a result of the Company
changing its year end to better align with the seasonality of the markets we
serve. This report covers the period from 1 July 2022 to 31 December 2023.
These 18 months saw eEnergy grow both divisions of our business - Energy
Management and Energy Services. In early 2023, following a number of
unsolicited approaches, we put in place a strategy to dispose of the Energy
Management Division to unlock value and spur further expansion of the Energy
Services Division. This disposal was brought to a successful conclusion after
a longer than anticipated process after the period end, in February 2024. The
transaction effectively re-capitalised the Group, paid down our borrowings and
allowed us to focus our strategy and concentrate our resources on taking
advantage of the growth opportunities available to our Energy Services
business. The results of the Energy Management Division are included in these
Financial Statements for the full period but are classified for accounting
purposes as 'discontinued operations' and 'held for sale'.
The initial consideration for the sale of the Energy Management Division was
£29.1 million with a further additional contingent consideration payable
depending on the performance of the Division. The Directors expect this
additional consideration to be £8-10 million based on the Energy Management
Division delivering on its business plan at the time of its sale.
Following the disposal, the Group's sole division is Energy Services which
comprises the provision of end-to-end solutions in Energy Reduction, Energy
Generation and EV Charging. The outlook for these services is exciting,
particularly when combined with the NatWest financing capability we have put
in place post year end, resulting from our strengthened balance sheet.
Results for the period
Including the Energy Management Division, Group revenues for the 18-month
period were £45.6 million, compared to £22.1 million in the 12 months to
June 2022. Adjusted EBITDA (before Group Central costs) was £7.6 million,
compared to £4.6 million for 12 months to June 2022. More relevant are the
results for Energy Services which recorded revenues of £26.3 million,
equivalent to £17.5 million on an annualised basis, 68% higher than FY22 on a
like-for-like basis. A more detailed discussion of the results for the period
is contained in the CFO's Review.
ESG
As a business focused on helping the public and private sectors transition to
Net Zero, we set great store on adopting best practice in our environmental,
social and governance procedures and reporting. We have embarked on a journey
to develop and implement a comprehensive management-led ESG strategy across
the business. This was initiated in October 2023 and, while still underway at
the time of writing, this project is expected to be completed in the second
quarter of 2024. A full report on our progress to date is contained in the ESG
section in this report.
Board
Following the disposal of the Energy Management Division and with the
repayment of borrowings to a company of which John Foley is a shareholder and
director, he stepped down as Non-Executive Chair from the Board, and I was
appointed in his place. In addition, David Nicholl, Non-Executive Director,
stepped down from the Board but will remain as an adviser to the Board, given
his experience and technology sector knowledge.
At the same time, we were pleased to welcome John Hornby to the Board as a
Non-Executive Director. John is Chief Executive Officer of Luceco plc which,
following its strategic investment into the Company in November 2023, holds an
interest in almost 10% of eEnergy's issued shares. John joined Luceco in 1997
and led two management buyouts of the company in 2000 and 2005. John began his
career with Knox D'Arcy Management Consultants following graduation from the
University of Oxford where he obtained a degree in Economics.
Outlook
Over the last four years we have built a strong brand with a proven track
record, resulting in a market leading position in education, in what we
believe is going to be a sizeable market. We will look to leverage our leading
position in schools into other sectors of education, such as colleges and
universities, increase our work with local authorities, whilst also expanding
into new commercial sectors such as healthcare.
With the disposal of the Energy Management Division now completed, and
supported by strong cash resources, management and the Board are now focused
on converting the growing sales pipeline over the next 12 months. Whilst H1
FY24 has been impacted by market and business factors discussed in the CEO
review, we are confident H2 will return to strong revenue and earnings growth.
Finally, on behalf of the Board and management team, I thank our amazing staff
for their hard work in growing our business and for helping to make the
separation and sale of the Energy Management Division such a seamless
transaction. I also wish our departing colleagues and team mates well for the
future under the Division's new ownership.
Andrew Lawley
Non-executive Chair
29 April 2024
Chief Executive Officer's report
Following the sale of the Energy Management Division in February 2024, we are
left with Energy Services, a business with a proven track record of delivering
growth. We are now focused on accelerating this growth as our customers race
to meet Net Zero commitments by 2030, having built a platform with a sector
leading brand.
Financial strength unlocks opportunities
The receipt of the initial £25 million cash portion of the consideration has
transformed our balance sheet. A strong balance sheet will unlock a number of
the constraints that we have experienced historically - we now have the
working capital to tender for much larger multi-million-pound contracts and we
can secure better terms from our supply chain. It is also what has allowed us
to agree the recent facility with NatWest which provides us with the firepower
to enhance our growth and enable us to build additional recurring income
streams as we move forward.
Our markets for Energy Services are large and growing
Over the last three years since listing on AIM, we have delivered a 58%
compound annual growth rate in revenues which is evidence of the power of the
brand we have built in the market. It also demonstrates the scalability of our
operating model in what we see as a very large addressable market. From the
work we have been doing over the last 10 years we estimate that some 70% of
the market in education alone still remains to be addressed. Within this, we
estimate that the lighting opportunity alone, is worth an estimated £2
billion. We also recognise the barriers to entry for new competitors in the
public sector space are considerable.
Pipeline
Over the last three years we have built a very strong, investment grade
pipeline that's potentially worth over £120 million. Typically, our customers
have sales cycles of somewhere between six and 24 months and with our proven
track record of closing around half our investment grade proposals, this gives
us increasing visibility on future revenues.
Following a period of record energy prices in 2022, the market paused for
breath in the second half of 2023 as energy prices settled and cost of funding
increased. We are now seeing some recovery in the market with strong pipeline
growth in recent weeks.
The business has over 600 "Light as a Service" contracts with education
customers and so is well positioned to transition these customers to solar
solutions, utilising the recent NatWest funding solution.
We are aiming to drive scalable profitable growth and our objective is to
target the high teens EBITDA margins as we look into the mid-and long-term.
Energy Management Division
The Energy Management Division was created after we acquired three businesses
between 2020 and 2021 as part of a strategy to diversify beyond what was a
lighting as a service business that had been growing organically for seven
years.
Building a saleable business of size
We integrated the three acquired businesses into a single platform and into a
single brand that enabled us to deliver the efficiencies we created from new
products. These provided significant value-add to our customer base which was
demonstrated by stronger customer retention over the period of our ownership.
We can be proud of what we achieved against a backdrop of very challenging
market conditions - starting with the pandemic and continuing with disruptive
and volatile energy markets. These conditions were difficult for all
businesses but even worse for the energy consultancy sector.
The disposal
Following a number of unsolicited approaches in early 2023, we conducted a
strategic review of the options for the Group and concluded that it was in
shareholders' best interests to divest the division and secure a significant
return on investment on day one with the potential for further returns from an
expected £8-10 million additional contingent consideration over the next two
years, based on delivery of the business plan, in a structure that works for
both us and the acquirer.
In short, we have cleared our balance sheet constraints, and have provided the
Energy Services business with a springboard into what is a very exciting
market opportunity where we have a leading position.
Energy Services strategy
Strategy for growth
We've finessed our strategy into one based on three pillars. Reduction,
Generation and Charging. Our focus this year will be on Energy Reduction and
Energy Generation services. These will be followed by Energy Charging, by
which we mean electric vehicle (EV) charging.
EV charging remains an exciting opportunity but it's still nascent. In the
next few years, the adoption levels for EVs will start increasing and this
will create a significant opportunity to facilitate revenue and profitability
within the customer base that we've so successfully acquired.
With a leading brand position in the market, we now have a unique and
differentiated "Energy as a Service" customer proposition; this has been
reinforced through our off balance sheet financing solution, enabled by the
NatWest facility described in detail in the CFO's Review below. This solution
is becoming ever more attractive to customers in what is a capital constrained
environment. The second point of our competitive advantage comes from our
continued exclusive licence of MY ZeERO (formerly part of the Energy
Management Division) which allows us to provide both visibility and
verification of energy savings delivered.
Customer acquisition
During the last 18 months we have refined and sharpened our offer to
customers. This has been reflected in new customer wins and additional work
from existing users of our services.
Looking at the competitive landscape that we operate in, from the research we
have done both internally and through due diligence providers we see a thinly
served market with very few genuine competitors given the size of the market.
This in itself provides us with an incredible opportunity to leverage our
brand and strengthen that presence in the public sector. Historically we have
had a successful direct sales model that remains in place. Now, as we start
thinking about scaling the business, we're running in parallel an indirect
channel partner strategy to help expand out of the public sector together with
leveraging our ability to win increasingly large multi-million pound contracts
and tenders.
Energy Services Market
The energy crisis in 2022 was a big wakeup call to the world; cost savings
became the main driver for energy transition projects. However, over the last
12 months, energy prices have reduced (still remaining almost double pre-Covid
rates) and this has created a temporary slowing down of organisations
transitioning to Net Zero, which has been frustrating for the business as
project decision making cycles have been extended. My personal view is that we
are about to enter a period of accelerated and sustained focus on
decarbonising buildings in the period up to 2030. This provides an incredible
market opportunity, for which eEnergy is well positioned.
Whilst cost remains a key driver for our Energy Reduction Services, we are
starting to see stronger drivers in compliance and regulation. Furthermore,
given the changes to the cost of capital in the last 12 months, the market has
become increasingly constrained for capital intensive projects; this has made
the "energy as a service" proposition both relevant and commercially
attractive to organisations.
The ban on fluorescent lamps last year was a further inflection point for
lighting in the public sector, accentuating the need for organisations to
transition to LED, where their lighting infrastructure is increasingly
reaching 'end of life' and where LED is now the only option. Another driver is
the tightening of EPC ratings for commercial landlords which means that
property owners are starting to see the inherent increase in property value
that on-site generation could deliver for them.
Strategy in action
The potential introduction of a carbon tax, supply chain pressures and
Government policy for Net Zero commitments are all intensifying providing a
backdrop of non-financial drivers on top of the need to reduce wastage and
cost. 2030 is now only five years away.
Outlook
Over the last four years we have built a market leading position in education,
with a strong track record of delivering solutions to our customers across all
market sectors. We are looking to expand our position within the public sector
to include local authorities, higher and further education, whilst expanding
into new commercial sectors such as healthcare where we have already made a
strong start with the award of an estimated £5.2 million contract by Spire
Healthcare Group Plc in April 2024.
Through the second half of 2023 and into Q1 2024, the business was constrained
by its balance sheet until the completion of the disposal of the Energy
Management Division in February 2024. This coincided with a degree of market
fatigue created by falling energy prices and increased cost of funding leading
to a delay in project decision-making cycles, delaying the conversion of our
sales pipeline into contracted orders. The Energy Management Division disposal
process also took longer than anticipated and required considerable management
time. All of which is expected to result in H1 FY24 trading being weaker than
anticipated.
However on a more positive note, with the Energy Management Division disposal
completed and supported by strong cash resources, management are focused on
converting the growing pipeline over the next 12 months, and accordingly are
confident that H2 FY24 will return to strong revenue and earnings growth.
Profit generation for FY24 is therefore expected to be concentrated in the
second half of the year, supported by the delivery of solar contracts secured
in prior periods and actions being taken to materially reduce the Group PLC
cost-base to reflect the reduced size of the business.
Harvey Sinclair
Chief Executive
29 April 2024
Chief Financial Officer's report
Group key performance indicators
18 months to 31 December 2023
Continuing operations £'000 Discontinued operations £'000 Combined (non-statutory) £'000
Revenue 26,316 19,318 45,634
Adj. EBITDA (before central costs) 2,268 5,310 7,578
Adj. EBITDA (before central costs) % 8.6% 27.5% 16.6%
Adj. EBITDA (after central costs) (233) 5,310 5,077
Cash & cash equivalents (excl. restricted balances) 597
Net cash/(debt) (excl. of IFRS16) (7,433)
Results presentation
During the period, the Board decided to move the accounting reference date
from 30 June to 31 December in order to align reporting periods better with
the seasonal activity levels of the business. We are therefore reporting on an
18-month period to 31 December 2023 ("FY23").
Furthermore, having received a number of unsolicited approaches expressing
interest in acquiring the Energy Management Division during the first half of
2023, the Board engaged professional advisers to conduct a strategic review of
the Energy Management Division and to evaluate the approaches. This culminated
in the sale of the Energy Management Division in February 2024, after the
period end.
As a result, the Energy Management Division is classified as 'held for sale'
from a statutory reporting perspective. Statutory revenues of £26.3 million
and Adjusted EBITDA of £(0.2) million for the period reflect only the
continuing operations of the Group. Incorporating the Energy Management
results gives non-statutory revenues of £45.6 million and Adjusted EBITDA of
£5.1 million for the period.
The Energy Management Division, prior to its disposal, consisted of the
business and operations of Beond (acquired December 2020), UtilityTeam
(acquired September 2021) and MY ZeERO (acquired in stages from April 2021).
Following the divestment, the Energy Services Division represents the
continuing customer-facing activities of the Group encompassing Energy
Reduction Services, Energy Generation Services and EV Charging Services.
Summary performance
This was another period of significant revenue growth for the Group. Revenues
for the Group as a whole were £45.6 million, equating to annualised revenues
of £30.4 million and representing 38% growth on FY22 on a like-for-like
basis.
It is not unusual for high growth businesses to experience balance sheet
constraints. This was reflected in an increase in net debt of £3.8 million
during the period, which was largely a consequence of an increase in working
capital. This was driven by an increase in net accrued revenues, representing
future contracted cash due to the business, repayment of legacy (non-trade)
liabilities and a reduction in the provision for earnout consideration
relating to the acquisition of UtilityTeam. Investment was also made to
develop the Group's proprietary technology platforms, including MY ZeERO.
These balance sheet constraints restricted revenue growth, in particular in
the Energy Services Division, and also held back margins with decision-making
prioritising short-term cash benefits over long-term strategic initiatives.
Energy Services Performance
Strong momentum in new contract wins has continued to drive accelerated
revenue growth. Revenues of £26.3 million for the full period equate to
annualised revenues of £17.5 million, representing growth of 68% compared to
FY22 on a like-for-like basis (FY22 £10.5 million).
Strong execution and focus on cost management helped the business deliver a
160bps improvement on gross margins to 35.8% (FY22 34.2%), despite
inflationary pressures across the economy and a changing product mix with
growing eSolar and eCharge revenues generating lower product gross margins.
High revenue growth, together with improving gross margins, drove Adjusted
EBITDA to £2.3 million (equivalent to £1.5 million annualised, representing
55% growth from £1.0 million for FY22). Nevertheless, growth in Adjusted
EBITDA was mitigated by operating cost investments made to drive growth in
future periods, reflected in a reduction in Adjusted EBITDA margin from 9.3%
to 8.6%. These investments are estimated by management to have amounted to c.
£0.3 million on an annualised basis, equivalent to c. 160bps impact on the
annualised Adjusted EBITDA margin.
£34.2 million of new contract signings were delivered during the period. This
is equivalent to £22.8 million on an annualised basis, representing an
increase of 63% on FY22 (£14.0 million). As at 31 December 2023 the business
benefitted from a revenue forward order book (contracted future revenues) of
£7.8 million which are expected to convert to revenue during FY24. This
represented a 96% increase on the Energy Services forward order book of £4.0
million at 31 December 2022.
The Group has built a strong pipeline of Solar opportunities over the last 18
months which accounted for 64% of the revenue forward order book at 31
December 2023. Signed Heads of Terms had been secured for a further 13 MW as
at that date. Lead times on eSolar projects are long given the number of
stakeholders involved and consents required. After a long development cycle
these projects are now converting into revenue, accelerating growth into FY24.
Cash Flow and Working Capital
Net cash outflow from operating activities for the period was £2.4 million
(FY22 net cash outflow of £6.2 million).
The operating cash outflow was a result of a £4.1 million increase in net
working capital together with cash exceptional charges of £3.1 million, which
in large part related to the preparation for sale and disposal of the Energy
Management Division.
The single biggest contributor to the working capital increase was an increase
in net accrued revenue of £6.8 million. This increase partly reflects longer
project lead times in eSolar, with strong contract signings in the final
quarter of FY23, together with the organic growth of the business in both
Energy Management and Energy Services. Accrued revenue is recognised where
revenue generating activity within a given period is rewarded by cashflow in
future periods. Accrued revenue therefore represents contracted future cash
receipts for the business.
The increase in accrued revenue was mitigated by increases in accruals and
trade payables, which have scaled as revenues have increased, resulting in a
net increase in trade working capital of £1.9 million.
Payments of £2.1 million were made against legacy (non-trade and
non-recurring) liabilities during the period. £1.6 million related to
historical Time-to-Pay arrangements with HMRC, clearing all historical overdue
amounts, and £0.5 million related to legacy liabilities in Ireland.
Cash flow also reflected a £1.3 million investment in the period in
continuing to develop the Group's proprietary technology platforms, including
a new self-service client portal in Energy Management and MY ZeERO's cloud
analytics which were central to the preparation for sale of the division.
The sale of the Energy Management Division following the period end has had a
transformative impact on the Group's balance sheet. Going forward, management
intend to maintain a robust cash position to manage a lumpy working capital
cycle effectively, give enhanced credibility in tenders for larger multi-site
projects and secure better terms across the supply chain, driving further
margin improvement for the business.
The Group's balance sheet strength now gives us a key competitive advantage
and barrier to entry. It also opens up the opportunity to invest working
capital to drive growth, in particular through improving margins. A good
example of this is the new project funding facility with NatWest, announced in
February 2024. By being able to retain a modest share of completed projects on
our balance sheet, we are able to obtain a lower cost of finance. That
improves the conversion of contract value (what the customer actually pays) to
revenue and flows straight through to an increased margin. It also builds a
growing portfolio of predictable and recurring quarterly cash income over the
duration of the underlying customer contracts (typically 7-10 years),
delivering a return of over 2x the initial cash invested.
Management have identified further opportunities across the supply chain where
modest short-term working capital investment could unlock material cost
benefits. In order to maintain a robust cash position, a measured and prudent
approach will be taken to any such capital deployments with a target to be net
operating cash generative in any 12-month period going forward.
Borrowings and Funding
As at 31 December 2023 the Group had c. £8.1 million of borrowings
outstanding. £5 million of this related to a secured revolving credit
facility from HSBC Innovation Finance (previously known as Silicon Valley
Bank) with the balance related to secured discounted capital bonds issued in
November 2022.
Following completion of the disposal of the Energy Management Division after
the period end, both facilities have been repaid in full.
In November 2023 we were pleased to enter into a strategic investment
agreement with Luceco Plc, pursuant to which Luceco invested £1.8 million
into the Group via a subscription for new ordinary shares. Luceco is a leading
supplier of wiring accessories, EV chargers, LED lighting and portable power
products, listed on the Main Market of the London Stock Exchange, with which
eEnergy has a longstanding relationship as a significant supply partner to the
eLight business (part of the Energy Services Division).
Disposal of Energy Management
In February 2024 the sale of the Energy Management Division to Flogas Britain
Ltd (a subsidiary of DCC Plc) was completed for initial consideration of
£29.1 million (prior to repayment of amounts due from the Group to the Energy
Management Division).
Completion of the disposal unlocks significant value for shareholders and
delivers an immediate return on the £23.4 million invested since December
2020 in acquiring the businesses which made up the Energy Management Division
prior its disposal; Beond (acquired December 2020), UtilityTeam (acquired
September 2021) and MY ZeERO (acquired in stages from April 2021).
The terms of the transaction allow for additional contingent consideration
payments to eEnergy, linked to the net cash generated by the division from
completion through to end September 2025. The value of the potential future
contingent consideration, which is capped at £20 million, is estimated to be
worth in the range of £8-10 million, subject to the division achieving strong
growth in line with its business plan.
FY24 Outlook
Following disposal of the Energy Management Division, the Group retains a
standalone operating platform in Energy Services which benefits from strong
market drivers and improving margins.
A separate central Group Plc function is focused on enhancing the capital
value of the Group and on strategic expansion opportunities, as well as
housing the costs associated with meeting Plc obligations. Right-sizing the
cost-base of the central Group function following the Energy Management
disposal is a key management focus which will see the cost run-rate fall
materially through the year.
Following completion of the Energy Management sale and subsequent repayment of
the Group's borrowings in February 2024, Finance and Exceptional charges are
expected to be substantially reduced for FY24.
These actions will drive an improving conversion of revenue to profit as
expected revenue growth is achieved through H2 FY24.
Crispin Goldsmith
Chief Financial Officer
29 April 2024
Consolidated statement of comprehensive income
For the period to 31 December 2023
18 months to 31 December 2023 Restated Year to 30 June 2022
£'000
£'000
Note
Continuing operations
Revenue from contracts with customers 5 26,316 10,462
Cost of sales 6 (16,892) (6,880)
Gross profit 9,424 3,582
Operating expenses 7 (13,064) (5,727)
Included within operating expenses are:
- Exceptional items 7 3,407 1,492
Adjusted operating expenses (9,657) (4,235)
Adjusted earnings before interest, taxation, depreciation and amortisation (233) (653)
Earnings before interest, taxation, depreciation and amortisation (3,640) (2,145)
Depreciation, amortisation and impairment ii (683) (282)
Finance costs - net 10 (1,947) (242)
Loss before tax (6,270) (2,669)
Tax 11 333 -
Loss for the period / year from continuing operations (5,937) (2,669)
Discontinued operations
Profit after tax for the year from discontinued operations 4 3,416 1,178
Loss for the year (2,521) (1,491)
Attributable to:
Members of the parent entity (2,521) (1,431)
Non-controlling interests iii - (60)
Loss for the year (2,521) (1,491)
Other comprehensive income - items that may be reclassified subsequently to
profit and loss
Translation of foreign operations (61) (125)
Total other comprehensive loss (61) (125)
Total comprehensive loss for the year (2,582) (1,616)
Total comprehensive loss for the year attributable to:
Members of the parent entity - continuing (5,998) (2,734)
Members of the parent entity - discontinued 3,416 1,178
Non-controlling interests iii - (60)
(2,582) (1,616)
Basic and diluted loss per share from continuing operations 12 (1.67p) (0.82p)
i. Consistent with IFRS5, the prior period Income Statement and
associated notes have been restated for the disposal of the Energy Management
cash generating unit (eEnergy Management Limited, eEnergy Consultancy Limited
and eEnergy Insights Limited) which completed on 9 February 2024. The Energy
Management cash generating unit is disclosed as a discontinued operation and
classified as held for sale on the group balance sheet. The prior period
balance sheet disclosures are not restated.
ii. Depreciation and amortisation for the period includes £683k from
Continuing and £1,300k from Discontinuing Operations. See notes 13 PP&E,
14 Intangibles & 20 Leases and associated foot notes for the allocation
and disclosure of depreciation and amortisation charges.
iii. During the period, the Group acquired the remaining outstanding share
capital of eEnergy Insights Limited for a combination of cash and shares of
eEnergy Group PLC.
Consolidated statement of financial position As at 31 December 2023 As at 30 June
£'000
As at 31 December 2023 2022
Note £'000
NON-CURRENT ASSETS
Property, plant and equipment 13 292 458
Intangible assets 14 3,465 28,733
Right of use assets 20 502 777
Trade and other receivables 17 818 -
Deferred tax asset 23 1,138 1,071
6,215 31,039
CURRENT ASSETS
Inventories 16 177 809
Trade and other receivables 17 14,418 16,022
Financial assets at fair value through profit or loss 25 - 21
Cash and cash equivalents 18 597 1,802
15,192 18,654
Disposal group classified as held for sale 4 34,997 -
50,189 18,654
TOTAL ASSETS 56,404 49,693
NON-CURRENT LIABILITIES
Lease liability 20 384 349
Borrowings 21 - 5,011
Other non-current liabilities 22 - 2,252
Deferred tax liability 23 944 1,318
Provision 24 - 860
1,328 9,790
CURRENT LIABILITIES
Trade and other payables 19 15,203 16,802
Lease liability 20 189 542
Borrowings 21 8,030 11
23,422 17,355
Disposal group classified as held for sale 4 7,852 -
31,274 17,355
TOTAL LIABILITIES 32,602 27,145
NET ASSETS 23,802 22,548
Equity attributable to owners of the parent
Issued share capital 26 16,494 16,373
Share premium 26 49,319 47,360
Other reserves 27 2,017 261
Reverse acquisition reserve 27 (35,246) (35,246)
Foreign currency translation reserve (199) (138)
Accumulated losses (8,583) (5,985)
Equity attributable to equity holders of the parent 23,802 22,625
Non-controlling interest 28 - (77)
Total equity 23,802 22,548
Company statement of financial position As at 31 December 2023 As at
£'000
As at 31 December 2023 30 June 2022
Note £'000
NON-CURRENT ASSETS
Property, plant and equipment 13 26 28
Intangible assets 14 75 34
Right of use assets 20 128 279
Investment in subsidiary 15 6,574 6,574
6,803 6,915
CURRENT ASSETS
Intercompany receivables 24,574 24,380
Trade and other receivables 17 617 863
Cash and cash equivalents 18 56 91
25,247 25,334
TOTAL ASSETS 32,050 32,249
CURRENT LIABILITIES
Trade and other payables 19 1,854 2,114
Lease liability 20 132 265
Borrowings 21 2,960 -
4,946 2,379
TOTAL LIABILITIES 4,946 2,379
NET ASSETS 27,104 29,870
Equity attributable to owners of the parent
Issued share capital 26 16,494 16,373
Share premium 26 49,319 47,360
Other reserves 27 1,983 1,087
Accumulated losses (40,692) (34,950)
Total equity 27,104 29,870
Statement of cashflows Group Company
For the period ended 31 December 2023
Note Period to 31 Dec 2023 Year to 30 June 2022 Period to 31 Dec 2023 Year to 30 June 2022
£'000
£'000
£'000
£'000
Operating Profit (Profit Before Interest & Tax) (4,323) (2,427) (4,295) (2,882)
Depreciation & Amortisation 683 282 487 159
EBITDA Continuing Operations (3,640) (2,145) (3,808) (2,723)
EBITDA Discontinued Operations ii 4 4,844 2,877 - -
EBITDA i 3 1,204 732 (3,808) (2,723)
Adjustments for:
Other non-cash working capital movements - 677 (2) (24)
Shares and warrants issue to settle expenses 136 - 136 -
Share based payments 760 520 760 520
Gain on derecognition of contingent consideration (448) (1,032) (448) (1,032)
Operating cashflow before working capital movements 1,652 897 (3,362) (3,259)
(Increase) / decrease in trade and other receivables 493 (9,857) (874) (706)
(Decrease) increase in trade and other payables 2,052 165 589 (15)
Decrease (increase) in inventories 228 (95) - -
(Decrease) increase in net accrued / deferred income (6,808) 2,650 - -
Net cash (outflow) from operating activities (2,383) (6,240) (3,647) (3,980)
Cash flow from investing activities
Amounts received from (paid to) group undertakings - - - (8,448)
Acquisition of subsidiaries - (11,081) - -
Cash acquired on acquisition of subsidiaries - 4,007 - -
Cash from exercise of options in acquired business (100) - (100) -
Expenditure on intangible assets (1,338) (401) (75) (16)
Purchase of property, plant and equipment (293) (294) (20) (34)
Net cash (outflow) from investing activities (1,731) (7,769) (195) (8,498)
Cash flows from financing activities
Interest (paid) (602) (188) - -
Repayment of lease liabilities 20 (738) (347) (476) -
Proceeds from the issue of share capital, net of issue costs iii. 1,759 11,382 1,758 11,382
Proceeds from loans and borrowings 2,525 4,891 2,525 -
Repayment of borrowings - (3,287) - -
Net cash inflow from financing activities 2,944 12,451 3,807 11,382
Net (decrease) / increase in cash & cash equivalents (1,170) (1,558) (35) (1,096)
Effect of exchange rates on cash - 28 - -
Cash & cash equivalents at the start of the period 1,802 3,332 91 1,187
Cash & cash equivalents at the end of the period iv. 18 632 1,802 56 91
i. The Cash Flow has been restated to enhance comparability, following
classification of Energy Management as a discontinued operation. Prior period
Loss After Tax, disclosed as Operating loss in the opening line of the cash
flow was £(1,491)k. Adjusting for tax £(736)k, finance costs £323k,
depreciation and amortisation £2,636k arrives at EBITDA of £732k.
ii. Cash Flow attributable to discontinued operations include £1,076k
Operating cash inflow, £(1,397)k investing cash flows, £(149)k financing
cash flows, net movement in cash & cash equivalents £(470)k. Cash at the
beginning of the period was £505k and £35k at the end of the period. See
Note 4.
iii. Issue of share capital excludes £324k associated with the settlement
of deferred consideration for non-cash consideration. Excluded from issue of
Share Capital and Share Premium (see Statement of Changes in Equity), is £16k
Share Capital and £309k Share Premium for settlement of working capital
(deferred consideration).
iv. Cash and Cash Equivalents includes £35k from discontinued operations
(Note 4) and £597k of continuing.
v. The non cash consideration issued to acquire subsidiaries during the
period was £0million (2022: £3.0 million) and is disclosed for each
acquisition in Note 29.
Refer Note 32 for net debt reconciliation.
Consolidated Statement of changes in equity
For the period ended 31 December 2023
Share capital iii Share premium Reverse acqn. reserve Other Reserves Foreign currency reserve Accum. losses Non-controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2021 16,071 33,014 (35,246) 601 (13) (4,554) - 9,873
Other comprehensive loss - - - - (125) - - (125)
Loss for the year - - - - - (1,431) (60) (1,491)
Total comprehensive profit for the year attributable to equity holders of the - - - - (125) (1,431) (60) (1,616)
parent
Issue of shares for cash 240 11,760 - - - - - 12,000
Issue of shares for acquisition of subsidiary 55 2,903 - - - - - 2,958
Issue of shares in exchange for loan notes 7 301 - - - - - 308
Acquisition of non-controlling interest - - - - - - (17) (17)
Acquisition of put option relating to non-controlling interests - - - (3,921) - - - (3,921)
Utilisation on acquisition of non-controlling interests - - - 3,061 - - - 3,061
Share based payment - - - 520 - - - 520
Cost of share issue - (618) - - - - - (618)
Total transactions with owners 302 14,346 - (340) - - (17) 14,291
Balance at 30 June 2022 16,373 47,360 (35,246) 261 (138) (5,985) (77) 22,548
Other comprehensive loss - - - - (61) - - (61)
Loss for the period - - - - - (2,521) - (2,521)
Total comprehensive profit for the period attributable to equity holders of - - - - (61) (2,521) - (2,582)
the parent
Issue of shares for cash 105 1,650 - - - - - 1,755
Issue of shares for acquisition of subsidiaries (i) 16 309 - - - - - 325
Acquisition of balance of non-controlling interest (ii) - - - 860 - (77) 77 860
Warrants - - - 136 - - - 136
Share based payment - - - 760 - - - 760
Total transactions with owners 121 1,959 - 1,756 - (77) 77 3,836
Balance at 31 December 2023 16,494 49,319 (35,246) 2,017 (199) (8,583) - 23,802
(i.) Issue of share capital (non-cash) for settlement of contingent
consideration, relating to the acquisition of UtilityTeam and acquisition of
minority interests in eEnergy Insights.
(ii) Relates to reversal of the put option provision, regarding the step
acquisition of eEnergy Insights Limited, following acquisition of outstanding
share capital.
iii. Share Capital is inclusive of £15,333 deferred share capital - refer to
note 26.
Consolidated Statement of changes in equity
For the period ended 31 December 2023
Share Capital i Share Premium Other Reserves Accum. Losses Total Equity
£'000 £'000 £'000 £'000 £'000
Balance at 30 June 2021 16,071 33,014 567 (32,068) 17,584
Loss for the year - - - (2,882) (2,882)
Total comprehensive loss for the year attributable to equity holders of the - - - (2,882) (2,882)
parent
Issue of shares for cash 240 11,760 - - 12,000
Issue of shares for acquisition of subsidiary 55 2,903 - - 2,958
Issue of shares in exchange for loan notes 7 301 - - 308
Share based payment - - 520 - 520
Cost of share issue - (618) - - (618)
Total transaction with owners 302 14,346 520 - 15,168
Balance at 30 June 2022 16,373 47,360 1,087 (34,950) 29,870
Loss for the period - - - (5,742) (5,742)
Total comprehensive loss for the period attributable to equity holders of the - - - (5,742) (5,742)
parent
Issue of shares for cash 105 1,650 - - 1,755
Issue of shares for acquisition of subsidiary 16 309 - - 325
Warrants - - 136 - 136
Share based payment - - 760 - 760
Total transaction with owners 121 1,959 896 - 2,976
Balance at 31 December 2023 16,494 49,319 1,983 (40,692) 27,104
(i) Authorised and Issued share capital comprises 553,251,050,551 Deferred
shares of £0.00001 - £15,332,511 and 387,224,625 ordinary shares of £0.003
- £1,161,674.
Notes to the financial statements
For the period ended 31 December 2023
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 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 vison is
clear: make net zero possible and profitable for every organisation. eEnergy
is market leader within the education sector and has been awarded the Green
Economy Mark by 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 2.22.
The financial statements present the results for the Group and Company for the
18 month period ended 31 December 2023. The comparative period is for the year
ended 30 June 2022.
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's functional and presentation currency, and presented to the nearest
£'000.
During the period, the Group extended its period of account from June to
December. The Group's business activities and revenues are weighted towards
the middle of the calendar year and therefore the Board believes that a 31
December year end will be in the best interest of the Group.
The Directors have amended the period end of all subsidiaries to align with
that of the group company, except for eLight Ireland Limited, eLight EAAS
Projects Limited, eEnergy Management, eEnergy Consulatancy and eEnergy
Insights Limited. Under local legislation, eLight Ireland Limited and eLight
EAAS Projects Limited are ineligible for financial year end amendment, and the
Directors will revisit when eligible. eEnergy
Management Limited, eEnergy Consultancy Limited and eEnergy Insights Limited,
collectively the Energy Management Division were disposed of in February 2024.
These companies year ends were not revised due to commercial negotiations
associated with the anticipated disposal.
The Energy Management division, in accordance with IFRS 5, is disclosed
separately as a discontinued operation and classified as held for sale on the
balance sheet. The prior year income statement is restated to show continuing
operations, whilst the comparative balance sheet and cash flow remains
unaltered.
2.2 New standards, amendments and interpretations
The Group and Company have adopted all of the new and amended standards and
interpretations issued by the International Accounting Standards Board that
are relevant to its operations and effective for accounting periods commencing
on or after 1 July 2022.
No standards or Interpretations that came into effect for the first time for
the financial period beginning 1 July 2022 have had an impact on the Group or
Company.
2.3 New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases have not yet been
adopted by the UK):
Standard Impact on initial application Effective date
Annual Improvements 2018-2020 Cycle 1 January 2023
IFRS 17 Insurance Contracts 1 January 2023
IAS 1 (amendments) Classification of liabilities as Current or Non-current 1 January 2023
IAS 8 (amendments) Accounting estimates 1 January 2023
IAS 12 (amendments) Deferred tax arising from a single transaction 1 January 2023
IAS 1 (amendments) Presentation of Financial Statements: Disclosure of Accounting Policies 1 January 2023
IFRS 16 (amendments) Lease Liability in a Sale and Leaseback 1 January 2024
IAS 1 (amendments) Non-Current Liabilities with Covenants 1 January 2024
The effect of these new and amended Standards and Interpretations which are in
issue but not yet mandatorily effective is not expected to be material.
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. The Group meets its working capital requirements from its cash and
cash equivalents and its project financing arrangements, which in some
instances are secured by debentures over special purpose financing
subsidiaries and their assets, which are principally long-term customer
contracts.
Following the period end, the sale of the Energy Management division was
completed allowing the Group to repay its corporate debt facilities in full
and substantially strengthen its balance sheet, which now benefits from
significant cash headroom.
The Directors note that there is continued macroeconomic and geo-political
uncertainty. Energy prices have moderated, however there remains a clear
financial benefit from the energy efficiency solutions provided by the Group
as well as a continued focus from our customers on reducing their carbon
footprint. The Directors therefore believe the business is well placed to
continue to deliver strong growth despite this backdrop. However the Directors
note the environment does create heightened risk and uncertainties, including
from inflationary pressures.
The Group has prepared budgets and cash flow forecasts covering the going
concern period which have been stress tested for the negative impact of
possible scenarios.
Taking these matters into consideration, 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.
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.
Any contingent consideration to be transferred by the Group is recognised at
fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset or liability is
recognised either in profit or loss or as a change to other comprehensive
income. Contingent consideration that is classified as equity is not
re-measured, and its subsequent settlement is accounted for within equity.
Acquisition-related costs are expensed as incurred. Inter-company
transactions, balances and unrealised gains 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 Company's
presentation and functional currency. 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 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 income statement 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 income statement are translated at the
average exchange rate; and
- all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange 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 income statement 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 makers. The chief operating
decision maker, who are responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors.
The Directors have identified three segments; Energy Management, Energy
Services and Group. The identified segments have independent revenue streams,
established senior managers and are consistent with how the group consolidates
and manages the business.
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. 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 subsequently at fair value through profit or
loss.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
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; and
· the contractual terms give rise to cash flows that are solely
payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (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.
The Group classifies energy credits as FVPL assets. Information about the
method used in determining fair value is provided in note 25.
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, 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 under 'accrued expenses
and deferred income' on the Statement of Financial Position.
The Group derives revenue from the transfer of goods and services over time
and at a point in time in the major product and service lines detailed below.
Energy Services division (part of continuing operations)
Revenues from external customers come from the provision of energy efficiency
solutions, solar PV generation and EV charging capability which will typically
include the provision of technology at the outset of the contract and then an
additional ongoing service and maintenance over the term of the contract.
The Group undertakes to install technology which either delivers energy
savings, generates energy or provides a service proposition to customers. The
Group designs the solution to deliver the desired outcomes, sources and then
installs that technology. Revenue is recognised during the project period
following contract signature.
There is typically a service and maintenance undertaking included within the
agreement and this may require the repair or replacement of faulty products.
Where this performance obligation is not a material element of the client
agreement, as is usually the case, revenue is not separately recognised and an
accrual for the expected future costs is recognised as part of the cost of
sale pro rata to the aggregate revenue that is recognised. Where this
performance obligation is material the revenue is recognised rateably over the
term of the contract as the performance obligation is satisfied.
Customers either contract to make payments linked to the installation of the
project or to pay over several years (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.
Energy credits
Historically, the Group has, on occasion, received consideration for both LaaS
and supply & install contracts in Ireland in the form of energy credits.
Energy credits are financial assets that are valued at fair value through
profit or loss and their initial estimated value is included as part of the
transaction price recognised as revenue. Energy credits are validated by the
SEAI (the Irish regulator) and once validated are transferred to an
undertaking that needs those energy credits, typically a power generation
company. Any changes in the fair value of the energy credits between initial
recognition and their realisation for cash are recorded as other gains or
losses. As at the period end the value of energy credits on the Group's
balance sheet was nil.
Energy Management division (part of discontinued operations)
Revenue is comprised of fees received from customers or commissions received
from energy suppliers, net of value-added tax, for the review, analysis and
negotiation of gas and electricity contracts on behalf of clients in the UK.
To the extent that invoices are raised in a different pattern from the revenue
recognition policy described below, entries are made to record deferred or
accrued revenue to account for the revenue when the performance obligations
have been satisfied.
All of the Group's energy management clients receive procurement services and
many also receive risk management, consulting and advisory services (together
"Management Services"). These services will often be combined into a single
contract but the Group separately identifies the relevant procurement
obligations and recognises revenue when the relevant performance obligations
have been satisfied. Revenue is recognised for each of these as follows:
a) Procurement services
Procurement revenue arises when the Group provides services that lead to the
client entering into a contract with an energy supplier. The Group typically
receives a commission from the energy supplier based upon the amount of energy
consumed by the client over the life of the contract. As the services provided
by the company are completed up to the point that the contract is signed
between the client and the energy supplier the performance obligation is
considered to be satisfied at that point and the revenue is recognised then.
Contract signature may be considerably in advance of the date at which the
supply contract will commence. The total amount of revenue recognised is based
upon applying the historical energy consumption of the client to estimate the
expected energy consumption over the term of the contract with the energy
supplier. This revenue is then limited by an allowance for actual consumption
to be lower than originally estimated and an allowance for the contract term
not being completed. The balance of revenue not recognised at the point the
energy supply contract is signed is recognised over the life of the contract
in line with the client's actual consumption.
b) Energy management services
As well as Procurement services the Group provides clients with a range of
risk management, consulting and advisory services which include Bill
Validation, Cost recovery, compliance services, ongoing market intelligence,
ongoing account management and the development of hedging strategies. These
services are typically provided evenly over the term of the contract and are
therefore recognised rateably over the contract life.
Client segmentation
The Group's energy management clients are segmented into four categories based
upon the balance of services they contract to receive from the Group. These
categories are:
SME: Small & Medium enterprise clients who typically only take procurement
services
Mid-market: Clients who typically take fixed procurement contracts with a limited range of
management services
Strategic: Clients who take a wider range of management services, including Bill
Validation and / or Budget Management reporting
Flex: Retained for contracts allocated to this segment in previous periods, where a
client procured using a flex model with regular re-trading of the procurement
contract and more advanced risk management services.
The overall proportion of revenue attributed by management to Procurement
Services and recognised at the point the energy supply contract is signed
ranges from 70% of the total expected contract value for SME to 17% for
Strategic and the average recognised across the portfolio for the period was
24% (2022: 23%).
Cost of sales
Cost of sales represents internal or external commissions paid in respect of
sales made. The Cost of sale is matched to the revenue recognised so for
Procurement Services is recognised at the time the contract is signed and for
Management Services rateably over the contract term. To the extent the pattern
of payment for these commissions is different from the costs being recognised
accruals or prepayments are recorded in the balance sheet.
Other
a) Management services
The Group provides management services to customers and certain other parties
under fixed fee arrangements. Efforts to satisfy the performance obligation
are expended evenly throughout the performance period and so the performance
obligation is considered to be satisfied evenly over time and accordingly the
revenue is recognised evenly over time.
2.12 Share based payments
The cost of equity-settled transactions with employees is measured by
reference to the fair value of the equity instruments granted 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 income statement,
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.
2.13 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 4 years
Estimated useful lives and residual values are reviewed each year and amended
as required.
2.14 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
3-10 years
Estimated useful lives and residual values are reviewed each year and amended
as required.
Indefinite life intangible assets comprising goodwill are not amortised and
are subsequently measured at cost less any impairment. 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).
Goodwill impairment reviews are undertaken annually, 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.
2.15 Inventories
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.
2.16 Leases
The Group leases properties and motor vehicles. 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 payment 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 £5k) 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.
2.17 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 income statement other than those transferred to the Reverse
Acquisition reserve.
2.18 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 income statement
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 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.
2.19 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 income statement 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.
2.20 Exceptional items and non-GAAP performance measures
Exceptional 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, exceptional
items include those items that do not occur often and are material.
Exceptional 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 business during the period and (iv) share based payments.
We believe the non-GAAP performance measures presented, along with comparable
GAAP measurements, are useful to provide information 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 measure of
profitability before Exceptional items. These measures are also consistent
with how underlying business performance is measured internally. We also
report our Profit or Loss before Exceptional items which is our net income,
after tax and before exceptional items as this is a measure of our underlying
financial performance.
The Group separately reports exceptional items within their relevant income
statement 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 exceptional item or included within
underlying results. Reversals of previous exceptional 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.
2.21 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 profit or loss,
including comparatives.
2.22 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:
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 pre-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.
Energy credits
Energy credits are valued based on management's assessment of market price
fair value underlying the energy credit. Such assessment is derived from
valuation techniques that include inputs for the energy credit asset that are
not based on observable market data. Further details are disclosed within note
25. Uncertainty about the market price fair value used in valuing the energy
credit assets could result in outcomes that require a material adjustment to
the value of these energy credits assets in future periods.
Intangible assets
On acquisition, specific intangible assets are identified and recognised
separately from goodwill and then amortised over their estimated useful lives.
An external expert is engaged to assist with the identification of material
intangible assets and their estimated useful lives. These include items such
as brand names and customer lists, to which value is first attributed at the
time of acquisition. The capitalisation of these assets and the related
amortisation charges are based on judgements about the value and economic life
of such items.
The economic lives for customer relationships, trade names and computer
software are estimated at between five and eleven years. The value of
intangible assets, excluding goodwill, at 31 December 2023 is £426k (2022:
£4,917k).
Contingent consideration
An element of consideration relating to certain business acquisitions made was
contingent on the future EBITDA targets being achieved by the acquired
businesses. On acquisition, estimates were made of the expected future EBITDA
based on forecasts prepared by management. These estimates were reassessed at
each reporting date and adjustments are made where necessary. Amounts of
deferred and contingent consideration payable after one year are discounted.
The carrying value of contingent consideration at 30 June 2023 is NIL (2022:
£868k).
Any gain or loss on revaluation of contingent consideration does not adjust
the carrying value of goodwill and is treated as an exceptional item in the
income statement.
Procurement Services revenue
When assessing the recognition of Procurement Services revenue within the
Energy Management division, the Group estimates the degree to which expected
energy consumption is constrained by reductions in energy consumption over the
term of the contract, when compared to the historical energy consumption of
the client and by the risk of supply contracts being terminated by clients
before the end of the contract term. These constraints reduce the extent to
which Procurement Service revenue is recognised on signing whether the client
contract is purely for Procurement Services or a combination of Procurement
and Energy Management Services.
3. 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 2023 the Group
had three operating segments, being Energy Services, Energy Management and
Group Central costs.
Subsequent to year end, the Group sold its Energy Management business segment,
hence the results and net asset position for Energy Management has been
presented in Note 4.
Energy Services and Group Central in aggregate form the Continuing Operations
of the Group.
Energy Mgmt i Energy Services Group
Central
2023 £'000 £'000 £'000 2023 £'000
Revenue - UK 19,318 24,258 - 43,576
Revenue - Ireland - 2,058 - 2,058
Revenue - Total 19,318 26,316 - 45,634
Cost of sales (4,324) (16,892) - (21,216)
Gross profit 14,994 9,424 - 24,418
Operating expenses (9,684) (7,156) (2,501) (19,340)
Adjusted EBITDA ii 5,310 2,268 (2,501) 5,078
Depreciation and amortisation (1,315) (196) (487) (1,998)
Finance and similar charges (44) (119) (1,828) (1,991)
Profit (loss) before exceptional items and tax 3,951 1,953 (4,816) 1,088
Exceptional items ii (466) (442) (2,965) (3,873)
Loss before tax 3,485 1,511 (7,781) (2,785)
Income tax (69) 333 - 264
Profit (loss) after exceptional items and tax 3,416 1,844 (7,781) (2,521)
Net Assets
Assets 34,997 15,980 4,483 55,460
Liabilities (7,852) (11,867) (11,939) (31,658)
Net assets (liabilities) 27,145 4,113 (7,456) 23,802
i Discontinued operations - refer note 4.
ii. EBITDA (Adjusted EBITDA and exceptional items) £1,204k (£(3,640)
Continuing & £4,844k Discontinued)
Energy Mgmt i Energy Services Group
Central
2022 £'000 £'000 £'000 2022 £'000
Revenue - UK 11,634 8,518 - 20,152
Revenue - Ireland - 1,944 - 1,944
Revenue - Total 11,634 10,462 - 22,096
Cost of sales (2,251) (6,880) - (9,131)
Gross profit 9,383 3,582 - 12,965
Operating expenses (5,709) (2,607) (1,628) (9,944)
Adjusted EBITDA ii 3,674 975 (1,628) 3,021
Depreciation and amortisation (789) (124) (159) (1,072)
Finance and similar charges (82) (244) 3 (323)
Profit (loss) before exceptional items and tax 2,803 607 (1,784) 1,626
Impairment of brands (1,564) - - (1,564)
Exceptional items ii (797) (346) (1,146) (2,289)
Loss before tax 442 261 (2,930) (2,227)
Income tax 736 - - 736
Profit (loss) after exceptional items and tax 1,178 261 (2,930) (1,491)
Net Assets
Assets 33,930 12,930 2,833 49,693
Liabilities (10,483) (8,702) (7,960) (27,145)
Net assets (liabilities) 23,447 4,228 (5,127) 22,548
i Discontinued operations - refer note 4.
ii. EBITDA (Adjusted EBITDA and exceptional items) £732k (£(2,145)
Continuing & £2,877k Discontinued)
4. DISPOSAL GROUP HELD FOR SALE AND DISCONTINUED OPERATIONS
Subsequent to the period end, the Group announced the disposal of its wholly
owned Energy Management division to Flogas Britain Limited for an initial
consideration of £29.1 million and additional contingent consideration which
is expected to be in the range of £8-£10m, subject to the trading
performance of the Energy Management division for the period to 30 September
2025.
The energy management division within the Group comprise the following
subsidiaries:
- eEnergy Consultancy Limited;
- eEnergy Insights Limited; and
- eEnergy Management Limited.
In accordance with IFRS 5, the Energy Management division has been classified
as a disposal group held for sale and as a discontinued operation, with
results below:
Statement of Financial Performance:
2023 2022
£'000
£'000
Sales revenue i 19,318 11,634
Cost of sales (4,324) (2,251)
Gross profit 14,994 9,383
Operating expenses (10,150) (6,506)
Exceptional items - added back 466 797
Adjusted earnings before interest, taxation, depreciation and amortisation 5,310 3,674
Earnings before interest, taxation, depreciation and amortisation 4,844 2,877
Depreciation, amortisation and impairment (1,315) (2,353)
Finance costs - net (44) (82)
Profit before tax 3,485 442
Tax (69) 736
Profit after tax 3,416 1,178
i. Revenue comprises: £4,412k (2022: £3,976k) Point in time £5,767k
(2022: nil) commission recognised on contract signature and £9,139k (2022:
£7,658k) Commissions recognised over time.
Statement of Cash Flows:
2023 2022
£'000
£'000
Adjusted Earnings before interest, taxation, depreciation and amortisation 5,310 3,674
Exceptional Items (466) (797)
Earnings before interest, taxation, depreciation and amortisation 4,844 2,877
Movements in Working Capital (3,768) (1,786)
Net Cash Flows From Operating Activities 1,076 1,091
Net Cash Flows from Investing Activities (1,397) 1,854
Net Cash Flows from Financing Activities (149) (2,222)
Net Decrease in Cash & Cash Equivalents (470) 723
Cash & Cash Equivalents at the start of the period 505 (218)
Cash & Cash Equivalents at the end of the period 35 505
Assets and liabilities of the Energy Management division classified as held
for sale:
2023 2022
£'000
£'000
Non-current assets classified as held for sale
Property, plant and equipment 170 125
Intangible assets 25,064 25,801
Right of use assets 37 99
Deferred tax asset (194) 178
25,077 26,203
Current assets classified as held for sale
Inventories 239 406
Trade and other receivables 9,603 6,772
Other current assets 44 44
Cash and cash equivalents 34 505
9,920 7,727
TOTAL ASSETS 34,997 33,930
Non-current liabilities classified as held for sale
Deferred tax liability - 525
- 525
Current liabilities classified as held for sale
Trade and other payables 7,809 9,833
Lease liability 41 125
Borrowings 2 -
7,852 9,958
TOTAL LIABILITIES 7,852 10,483
NET ASSETS OF THE DISPOSAL GROUP 27,145 23,447
5. REVENUE FROM CONTRACTS WITH CUSTOMERS
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Sales revenue 26,337 10,544
Energy credits (21) (82)
26,316 10,462
In the current year there were nil customers (2022: nil) accounting for
greater than 10% of the Group's revenue totalling £45.6m (2022: £22.1m).
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Point in time - installation at customer premises 26,316 10,462
26,316 10,462
6. COST OF SALES
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Cost of sales - labour 2,692 1,706
Cost of sales - commissions 1,242 426
Cost of sales - technology 12,077 4,370
Cost of sales - other 881 378
16,892 6,880
7. OPERATING EXPENSES
The breakdown of operating expenses by nature is as follows:
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Wages and salaries 7,248 3,281
Rent, utilities and office costs 75 329
Professional fees 713 250
Travel and motor vehicle expenses 484 250
Adjustment of assets recorded at fair value through profit or loss - (41)
Exceptional items - refer below 3,407 1,492
Other expenditure 1,137 167
13,064 5,728
The Directors consider the following expenses (credits) within operating
expenses to be exceptional:
Note 18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Changes to the initial recognition of contingent consideration 29 (448) (1,032)
Integration & restructuring costs 574 912
Acquisition & disposal related costs 2,521 1,092
Share based payment expense 33 760 520
3,407 1,492
8. AUDITOR'S REMUNERATION
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Fees payable to the Company's auditor for the audit of parent company and 100 130
consolidated financial statements
100 130
9. STAFF COSTS AND DIRECTORS' REMUNERATION
The aggregate staff costs for the year were as follows:
Group Company
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022 18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
£'000
£'000
Directors' remuneration 1,310 752 1,310 932
Other staff wages and salaries 4,999 2,105 1,557 -
Social security costs 939 424 278 169
Share based payment expense 760 520 760 -
8,008 3,801 3,905 1,101
On average, excluding non-executive directors, the Group and Company employed
20 technical staff members (2022: 23) 34 sales staff members (2022: 43) and 68
administration and management staff members (2022: 62). Please see Directors
report, for disclosure of highest paid Director and emolument breakdown.
10. FINANCE COSTS - NET
18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
Interest expense - borrowings 1,007 195
Finance charge on leased assets 114 47
Foreign exchange 83 -
Warrants issued 136 -
Other finance costs 607 -
Finance costs - net 1,947 242
11. TAXATION
18 Months to 31 Dec 2023 18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
£'000
£'000
£'000
Continuing Discontinued
The charge / (credit) for year is made up as follows:
Current tax charge / (credit)
Current year - 17 159
Deferred tax credit (note 24)
Origination and reversal of temporary differences 79 (79) (895)
Deferred tax adjustment in respect of prior year 254 (7) -
Total tax credit for the year 333 (69) (736)
Reconciliation of effective tax rate
Profit (Loss) before income tax (6,270) 3,485 (2,227)
Income tax applying the UK corporation tax rate of 22% (2022: 19%) 1,379 (423)
(767)
Effect of tax rate in foreign jurisdiction (48) 85
Non-deductible expenses (647) (67) 11
Impact of tax rate change - (11) (102)
Movement in unrecognised deferred tax asset 12 149 (322)
Group relief surrendered (617) 617 -
Prior year adjustment 254 10 -
Other tax differences - - 15
Income credit (charge) for the year 333 (69) (736)
The movements in Deferred Tax are described in Note 23.
Factors affecting the future tax charge
The standard rates of corporation tax in Ireland is 12.5% and from 1 April
2023, the main rate of corporation tax in the UK increased from 19% to 25% and
a new 19% small profits rate of corporation tax was introduced for companies
whose profits to not exceed £50,000.
This main rate applies to companies with profits in excess of £250,000. For
UK resident companies with augmented profits below £50,000 a lower rate of
19% is generally applicable. For companies with augmented profits between
£50,000 and £250,000, there is a sliding scale of tax rates. For corporate
companies, both profit limits are divided by the number of active companies
worldwide.
12. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share are calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.
EARNINGS PER SHARE 18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
(Loss) for the year - £'000 (2,521) (1,431)
Weighted number of ordinary shares in issue 353,952,474 323,783,394
Basic earnings per share - pence (0.71) (0.44)
Weighted number of dilutive instruments in issue - -
Weighted number of ordinary shares and dilutive instruments in issue 353,952,474 323,783,394
Diluted earnings per share - pence (0.71) (0.44)
EARNINGS PER SHARE CONTINUING 18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
(Loss) for the year from continuing operations - £'000 (5,937) (2,669)
Weighted number of ordinary shares in issue 353,952,474 323,783,394
Basic earnings per share from continuing operations - pence (1.67) (0.82)
Weighted number of dilutive instruments in issue - -
Weighted number of ordinary shares and dilutive instruments in issue 353,952,474 323,783,394
Diluted earnings per share from continuing operations - pence (1.67) (0.82)
EARNINGS PER SHARE DISCONTINUING 18 Months to 31 Dec 2023 12 Months to 30 Jun 2022
Profit for the year from discontinuing operations - £'000 3,485 1,178
Weighted number of ordinary shares in issue 353,952,474 323,783,394
Basic earnings per share from discontinuing operations - pence 0.98 0.36
Weighted number of dilutive instruments in issue - -
Weighted number of ordinary shares and dilutive instruments in issue 353,952,474 323,783,394
Diluted earnings per share from discontinuing operations - pence 0.98 0.36
Share options and warrants could potentially dilute basic earnings per share
in the future but were not included in the calculation of diluted earnings per
share as they are anti-dilutive. See note 33 for further details.
13. PROPERTY, PLANT AND EQUIPMENT
GROUP Property, plant & equipment £'000 Computer equipment £'000 Total £'000
Cost
Opening balance 1 July 2021 260 29 289
Additions on acquisition 306 - 306
Additions in the year 240 47 287
At 30 June 2022 806 76 882
Additions in the period 293 - 293
Transferred to assets held for sale (475) (37) (512)
At 31 December 2023 624 39 663
Depreciation
Opening balance 1 July 2021 (191) (18) (209)
Additions on acquisition (108) - (108)
Charge for the year (95) (12) (107)
At 30 June 2022 (394) (30) (424)
Charge for the period (1) (365) (21) (386)
Transferred to assets held for sale 411 28 439
At 31 December 2023 (348) (23) (371)
Net book value 30 June 2022 412 46 458
Net book value 31 December 2023 276 16 292
(1.) Depreciation charge for the period includes £217,000 PPE & £14,000
Computer Equipment relating to discontinued operations.
COMPANY Property, plant & equipment £'000 Total £'000
Cost
Opening balance 1 July 2021 72 72
Additions in the year 34 34
At 30 June 2022 106 106
Additions in the period 20 20
At 31 December 2023 126 126
Depreciation
Opening balance 1 July 2021 (72) (72)
Charge for the year (6) (6)
At 30 June 2022 (78) (78)
Charge for the period (22) (22)
At 31 December 2023 (100) (100)
Net book value 30 June 2022 28 28
Net book value 31 December 2023 26 26
14. INTANGIBLE ASSETS
The intangible assets primarily relate to the Goodwill and separately
identifiable intangible assets arising on the Group's acquisitions. See note
29 for further details of the movement in the current period. The Group tests
the intangible asset for indications of impairment at each reporting period,
in line with accounting policies.
Goodwill £'000 Software £'000 Customer Relation-ships £'000 Brand £'000 Total £'000
Cost
Opening balance 1 July 2021 8,613 642 824 555 10,634
Additions on acquisition 15,203 215 3,487 1,039 19,944
Additions in the year - 401 - - 401
At 30 June 2022 23,816 1,258 4,311 1,594 30,979
IFRS 3 amendment (332) - - - (332)
Additions in the period - 1,338 - - 1,338
Transfer to assets held for sale (20,474) (2,100) (4,311) (1,594) (28,479)
At 31 December 2023 3,010 496 - - 3,506
Amortisation
Opening balance 1 July 2021 - (60) (41) (30) (131)
Additions on acquisition - - - - -
Impairment - - - (1,564) (1,564)
Charge for the year - (159) (392) - (551)
At 30 June 2022 - (219) (433) (1,594) (2,246)
Impairment - - - - -
Charge for the period i - (359) (724) - (1,083)
Transfer to assets held for sale - 537 1,157 1,594 3,288
At 31 December 2023 - (41) - - (41)
Net book value 30 June 2022 23,816 1,039 3,878 - 28,733
Net book value 31 December 2023 3,010 455 - - 3,465
i. Depreciation charge for the period includes £253k Software & £724k
Customer Relationships relating to discontinued operations
The Group completed a strategic review of its brands and trading names and on
1 July 2022 aligned all of the trading businesses under the master "eEnergy"
brand. Accordingly, the carrying value of the Beond and the UtilityTeam brand
names were fully impaired as at 30 June 2022.
The recoverable amount of each cash generating unit was determined based on
value-in-use calculations which require the use of assumptions. The
calculations use cash flow projections based on financial budgets approved by
management which are built "bottom up" for the next three years. The annual
discount rate applied to the cash flows is 13% (2022: 13%) which is the same
rate used by our valuation adviser in the previous year, to value the
separably identifiable intangible assets in the prior year.
The Directors have considered and assessed reasonably possible changes in key
assumptions and have not identified any instances that could cause the
carrying amount to exceed recoverable amount.
COMPANY Software Total £'000
£'000
Cost
Opening balance 1 July 2021 34 34
Additions in the year - -
At 30 June 2022 34 34
Additions in the period 75 75
At 31 December 2023 109 109
Amortisation
Opening balance 1 July 2021
Charge for the year - -
At 30 June 2022 - -
Charge for the period 34 34
At 31 December 2023 34 34
Net book value 30 June 2022 34 34
Net book value 31 December 2023 75 75
15. INVESTMENT IN SUBSIDIARIES
COMPANY ONLY 2023 £'000 2022 £'000
Opening balance 6,574 17,947
Transfer to intermediate holding company - (11,373)
Closing balance 6,574 6,574
The full list of subsidiary undertakings of the Company are listed in note 39.
16. INVENTORY
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Work in progress 71 403 - -
Finished goods 106 406 - -
177 809 - -
The value of inventory expensed as part of Cost of Sales in the year and prior
year is disclosed in Note 6. Inventories are stated at the lower of cost and
net realisable value.
17. TRADE AND OTHER RECEIVABLES
Group Company
TRADE AND OTHER RECEIVABLES (LESS THAN 12 MONTHS) 2023 2022 2023 2022
£'000
£'000
£'000
£'000
Trade receivables 5,694 3,827 - -
Prepayments 766 726 533 574
Accrued revenue 7,624 9,892 - -
Other receivables 334 1,577 84 289
14,418 16,022 617 863
All trade receivables are short term and are due from counterparties with
acceptable credit ratings so there is no expectation of a credit loss.
Accordingly, the Directors consider that the carrying value amount of trade
and other receivables approximates to their fair value. Please refer to Note
31.
Group Company
TRADE AND OTHER RECEIVABLES (MORE THAN 12 MONTHS) 2023 2022 2023 2022
£'000
£'000
£'000
£'000
Trade receivables 818 - - -
818 - - -
18. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and short term deposits. The
carrying value of these approximates to their fair value. Cash and cash
equivalents included in the cash flow statement comprise the following balance
sheet amounts:
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Cash at bank and in hand (excluding restricted cash) 109 1,380 56 91
Restricted cash (1) 488 422 - -
Cash and cash equivalents 597 1,802 56 91
(1) Restricted cash relates to financing arrangements and customer
collections.
19. TRADE AND OTHER PAYABLES
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Trade payables 5,033 4,196 1,023 609
Accrued expenses 2,358 2,610 674 313
Deferred income 2,236 2,809 - -
Social security and other taxes 1,216 2,790 36 324
Contingent consideration - 868 - 868
Other payables 4,360 3,529 121 -
15,203 16,802 1,854 2,114
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and continuing costs. The Directors consider that the carrying value
amount of trade and other payables approximates to their fair value. Please
refer Note 31.
Deferred income represents revenues collected but not yet earned as at the
period / year end.
20. LEASES
The Group had the following lease assets and liabilities at period / year end:
Group Company
LEASES 2023 2022 2023 2022
£'000
£'000
£'000
£'000
Right of use assets
Properties 497 774 128 279
Motor vehicles 5 3 - -
502 777 128 279
Lease liabilities
Current 189 542 132 265
Non-current 384 349 - -
573 891 132 265
Group Company
MATURITY 2023 2022 2023 2022
£'000
£'000
£'000
£'000
Maturity on the lease liabilities are as follows:
Current 189 542 132 265
Due between 1-5 years 243 209 - -
Due beyond 5 years 141 140 - -
573 891 132 265
Group Company
LEASE PAYMENTS 2023 2022 2023 2022
£'000
£'000
£'000
£'000
Continuing 590 212 476 144
Discontinuing 148 135 - -
738 347 476 144
Right of use assets
A reconciliation of the carrying amount of each class of right-of-use asset is
as follows:
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Properties
Opening balance 1 July 2022 774 579 279 -
Additions 277 487 277 431
Additions on acquisition - 135 - -
Depreciation (467) (427) (428) (152)
Transfer to assets held for sale (87) - - -
Closing balance 31 December 2023 497 774 128 279
Motor vehicles
Opening balance 1 July 2022 3 31 - -
Additions 20 - - -
Depreciation (1) (18) (28) - -
Closing balance 31 December 2023 5 3 - -
(1) Depreciation charge for the period includes £114,000 relating to
discontinued operations
Amounts Recognised in the Income Statement - continuing
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Interest on Lease Liabilities 114 48 34 -
Expenses relating to short-term leases 4 4 - -
Income from sub-leasing right of use assets presented in 'other revenue' - -
- -
Amounts Recognised in the Income Statement - discontinued
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Interest on Lease Liabilities 16 10 - -
Expenses relating to short-term leases - - - -
Income from sub-leasing right of use assets presented in 'other revenue' - -
- -
21. BORROWINGS
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Current
Borrowings 8,030 11 2,960 -
8,030 11 2,960 -
Non-current
Borrowings - 5,011 - -
- 5,011 - -
In February 2022 the Group refinanced substantially all of its existing bank
indebtedness and consolidated its borrowings into a single £5 million, four
year, revolving credit facility provided to eEnergy Holdings Limited, an
intermediate holding company in the Group. The facility was secured by way of
debentures granted to the lender by all of the Group's trading subsidiaries.
The facility included covenants relating to debt service cover and gearing.
The facility was repaid on 9 February 2024 following disposal of Energy
Management division to Flogas Britan Limited, see note 37 events subsequent to
the year end.
During the current period the Group secured a further £2,525,000 in
subordinated debt which was structured as secured discounted capital bonds.
The bonds were issued at a 21.29% discount to their face value (equivalent to
a discount rate of 1.25% per month plus a 2% repayment fee) and were due to be
redeemed by the Company (through the payment of in aggregate £3,207,754) on
or before 24 May 2024 (in respect of £2,000,000) and on or before 21 June
2024 (in respect of £525,000). The loan was settled in full subsequent to
year end - refer note 37 events subsequent to the year end .
2023 2022
£'000
£'000
Maturity on the borrowings are as follows:
Current 8,030 11
Due between 1-2 years - 11
Due between 2-5 years - 5,000
Due beyond 5 years - -
8,030 5,022
22. OTHER NON-CURRENT LIABILITIES
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Other non-current liabilities - 2,252 -
- 2,252 - -
Other non-current liabilities relates to amounts owed to external funding
providers in relation to customer receivables not yet received by the Group
and paid on in respect of multi-year contracts.
23. DEFERRED TAX
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Total
2023 2022 2023 2022 2023 2022
£'000
£'000
£'000
£'000
£'000
£'000
Intangible assets - - 788 1,060 788 1,060
Tangible assets - - 156 258 156 258
Losses (1,076) (925) - - (1,076) (925)
Other (62) (146) - - (62) (146)
Total (assets) liabilities (1,138) (1,071) 944 1,318 (194) 247
Movement in temporary difference during the period
The following are the major deferred tax liabilities and assets recognised by
the Group and movements thereon during the current and prior reporting period:
2023 2022
£'000
£'000
Balance at 1 July 247 -
Acquired on acquisition - liability - 1,142
Credit for the year - (895)
Prior year adjustment (247) -
Balance at 31 December 2023 / 30 June 2022 - 247
Unrecognised deferred tax assets
At 31 December 2023, the Group had tax losses in the UK and Ireland totalling
£7.0 million and £1.8 million respectively (2022: £11.7 million and £3.2
million) for which deferred tax assets have been recognised to the extent that
it is expected to be future taxable profits against which the Group can use
the benefit therefrom.
24. PROVISIONS
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Put option - 860 - -
- 860 - -
During the prior year, the Group entered into a put option agreement in
respect of the step acquisition of eEnergy Insights Limited to acquire further
shares in the company, see note 15. The fair value of this option at
acquisition was £3,921,000, of which £3,061,000 was utilised following
exercise of options to acquire shares and discount rate unwind.
During the current period, the Group acquired the outstanding minority
interests, as a consequence the put option was reversed.
25. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The Group classifies the following financial assets at fair value through
profit or loss:
Group Company
2023 2022 2023 2022
£'000
£'000
£'000
£'000
Energy credits - 21 - -
- 21 - -
The energy credits are measured under level 2 of the fair value hierarchy as
described in note 30.
26. SHARE CAPITAL AND SHARE PREMIUM
GROUP AND COMPANY Ordinary Shares # Share Capital £'000 Deferred Share Capital £'000 Share Capital Share Premium £'000
£'000
As at 30 June 2021 246,258,090 738 15,333 16,071 33,014
Issue of shares at placing price of £0.15 80,000,000 240 - 240 11,760
Issue of shares for the acquisition of UtilityTeam 18,031,249 55 - 55 2,903
Issue of shares in exchange for loan notes from eEnergy Insights Ltd 2,490,620 7 - 7 301
Cost of share issue - - - (618)
As at 30 June 2022 (ordinary shares of £0.003 each) 346,779,959 1,040 47,360
15,333 16,373
Issue of shares at placing price of £0.05 35,078,000 105 - 105 1,650
Issue of shares for deferred consideration for the acquisition of UtilityTeam 4,000,000 12 309
- 12
Issue of shares to acquire 100% of eEnergy Insights Ltd 1,366,666 4 -
- 4
As at 31 December 2023 (ordinary shares of £0.003 each) 387,224,625 1,161 49,319
15,333 16,494
The deferred shares have no voting, dividend, or capital distribution (except
on winding up) rights. They are redeemable at the option of the Company alone.
Details of share options and warrants issued during the year and outstanding
at 31 December 2023 are set out in note 33.
The share premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of issue of the
shares, the value of the bonus share issue, or any bonus warrant issue.
27. OTHER RESERVES
GROUP 2023 2022
£'000
£'000
Share based payment reserve 1,983 1,087
Revaluation reserve - other current assets 34 34
Other equity reserve - (860)
2,017 261
COMPANY 2023 2022
£'000
£'000
Share based payment reserve 1,983 1,087
1,983 1,087
Share based payment reserve Cumulative charge recognised under IFRS 2 in respect of share‐based payment
awards.
Reverse acquisition reserve Substantially represents the preacquisition value of the equity of the Parent
Company and the investment in eLight, net of expenses that was made when
eLight reversed into the company then known as Alexander Mining plc in January
2020 to create eEnergy Group plc.
Revaluation reserve The increase in the assessed carrying value of other current assets.
Other equity reserve This relates to the fair value of the put option liability in relation to the
EIL acquisition in October 2021, which under the present access method is
recognised against another equity reserve - refer note 25.
28. NON-CONTROLLING INTERESTS
Non-controlling interests relates to the Group's investment in eEnergy
Insights Limited ("EIL"). In the prior year, the Group acquired 37.5% of the
shares in EIL and this was accounted for as an equity accounted associate. The
Group acquired additional shares in the year which took the Group's investment
to 85.5% of the company and is now a consolidated subsidiary.
During the current period the Group acquired the remaining 14.5% interest in
eEnergy Insights Limited and subsequently included it within assets held for
sale given the sale of the Energy Management division subsequent to period
end. As such, the non-controlling interest in losses from prior year of
£77,000 was recognised in the Group for the current period and reflected
within the profit after tax from discontinued operations.
29. BUSINESS COMBINATIONS
UtilityTeam TopCo Limited
On 17 September 2021 the Company completed the acquisition of all of the share
capital of UtilityTeam TopCo Limited ("UTT"). At the same time the Company
completed the Placing of 80 million shares which were issued at 15 pence per
share, raising £12.0 million for the Company. The Placing proceeds have been
primarily used to settle the initial cash consideration for the acquisition of
UTT.
UTT is a UK-based, top 20 energy consulting and procurement business, whose
services aim to reduce costs and support clients' transition to Net Zero.
The initial consideration of £14.0 million was satisfied as follows:
· cash consideration of £9.5 million, payable on completion with
further cash consideration of £1.5 million, payable on or before 31 December
2021; and
· the issue of 18.0 million Ordinary Shares, which had a fair value
of £3.0 million based on the closing share price on the day prior to
completion.
· An adjustment of £780,000 was agreed with the vendors to reflect
the difference between the actual level of net working capital and debt in UTT
when compared to that estimated in the Sale & Purchase Agreement. This
amount was repaid by the vendors in cash during 2022. This adjustment is
reflected in the table below.
It was initially agreed that further earn-out consideration of up to a maximum
of £5.1 million may be payable, based on a multiple of 7.0x UTT's EBITDA, for
the year ending 31 December 2021. eEnergy agreed to pay £7 for every £1 of
EBITDA generated in excess of £2.3 million, up to a maximum EBITDA of £3.0
million ("Earn-Out Consideration").
The Earn-Out Consideration would be satisfied as follows:
· the first £1.5m of Earn-Out Consideration to be paid in cash;
and
· any balance, up to £3.6 million, to be satisfied by the issue of
new Ordinary Shares at a price that is the higher of 24p and the 30 day volume
weighted average price prior to 31 December 2021.
The Earn Out Consideration was agreed in July 2022 and it was further agreed
that it would be satisfied by the issue of 4,000,000 Ordinary Shares to the
vendors. Subsequently, the deferred consideration of £1,900k referred below
was reduced by £1,032,000 to a value of £868,000 in the year ended 30 June
2022 and by a further £547k in the period ended 31 December 2023, with the
final amount of £312,000 settled through the issue of the 4,000,000 Ordinary
Shares referred above - refer to Note 33.
The fair value of the assets acquired and liabilities assumed of UTT at the
date of acquisition based upon the UTT consolidated balance sheet at 17
September 2021 were as follows:
£'000
Property, plant and equipment 191
Right of use assets 135
Cash at bank 3,994
Inventory 27
Trade and other receivables 3,574
Trade and other payables (6,564)
Lease liabilities (141)
Other liabilities (2,190)
Loans and other borrowings (1,450)
Intangible assets 4,526
Deferred tax liability (1,132)
Total identifiable net assets acquired 970
Total identifiable net assets acquired 970
Goodwill 14,970
15,940
Consideration:
Initial consideration (shares issued recorded at the market value) 2,959
Cash 11,081
Contingent consideration 1,900
Total consideration 15,940
Goodwill relates to the accumulated "know how" and expertise of the business
and its staff. None of the goodwill is expected to be deducted for income tax
purposes. A purchase price allocation was performed during the prior year
which recognised specific identifiable intangible assets which are deductible
for income tax purposes. These separately identified intangible assets were:
- Brand names - £1,039k and
- Customer relationships - £3,487k
Balances related to UtilityTeam acquisition were classified as assets held for
sale at the balance sheet date, and subsequently disposed of in February 2024.
30. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital Risk Management
The Company manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders. The overall strategy of the Company and the Group is to minimise
costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the Parent, comprising issued share capital, foreign exchange
reserves and retained earnings as disclosed in the Consolidated Statement of
Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are interest, credit, foreign exchange and liquidity
risks. The management of these risks is vested to the Board of Directors.
The sensitivity has been prepared assuming the liability outstanding was
outstanding for the whole period. In all cases presented, a negative number in
profit and loss represents an increase in finance expense / decrease in
interest income.
Fair Value Measurements Recognised in the Statement of Financial Position
The following provides an analysis of the Group's financial instruments that
are measured subsequent to initial recognition at fair value, grouped into
Levels 1 & 2 based on the degree to which the fair value is observable.
• Level 1 fair value measurements are those derived from inputs
other than quoted prices that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 2 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
• Level 3 assets are assets whose fair value cannot be determined
by using observable inputs or measures, such as market prices or models. Level
3 assets are typically very illiquid, and fair values can only be calculated
using estimates or risk-adjusted value ranges.
Equity Price Risk
The Group is exposed to equity price risks arising from equity investments.
Equity investments are held for strategic purposes.
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction
of interest received on cash surpluses held and an increase in interest on
borrowings the Group may have. The maximum exposure to interest rate risk at
the reporting date by class of financial asset was:
2023 2022
£'000
£'000
Bank balances 597 1,802
Given the low interest rate environment on bank balances, any probable
movement in interest rates would have an immaterial effect.
The maximum exposure to interest rate risk at the reporting date by class of
financial liability was:
2023 2022
£'000
£'000
Borrowings 8,030 5,022
The borrowings attract interest rates between 9% and 15% (2022: between 2.5%
and 4.9%). Assuming the amount at period end was held for a year, a 10%
movement in this rate would have a £1,000k: (2022: £502k) effect on the
amount owing. The borrowings were settled subsequent to period end - refer
note 37.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables from
customers. Indicators that there is no reasonable expectation of recovery
include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due.
The carrying amount of financial assets represents the maximum credit
exposure.
The principal financial assets of the Company and Group are bank balances,
trade receivables and energy credits. The Group deposits surplus liquid funds
with counterparty banks that have high credit ratings and the Directors
consider the credit risk to be minimal.
The Group's maximum exposure to credit by class of individual financial
instrument is shown in the table below:
2023 2023 2022 2022
Carrying Value Maximum Exposure Carrying Value Maximum Exposure
Group £'000 £'000 £'000 £'000
Cash and cash equivalents 597 597 1,802 1,802
Trade receivables 5,694 5,694 3,827 3,827
Energy credits - - 21 21
6,291 6,291 5,650 5,650
2023 2023 2022 2022
Carrying Value Maximum Exposure Carrying Value Maximum Exposure
Company £'000 £'000 £'000 £'000
Cash and cash equivalents 56 56 91 91
Trade receivables - - - -
56 56 91 91
No aged analysis of financial assets is presented as no financial assets are
past due at the reporting date.
Trade receivables
The Group has applied IFRS 9 Financial Instruments and the related
consequential amendments to other IFRSs. IFRS 9 introduces requirements for
the classification and measurement of financial assets and financial
liabilities as well as the impairment of financial assets.
In relation to the impairment of financial assets, IFRS 9 requires an expected
credit loss model as opposed to an incurred credit loss model under IAS 39.
The expected credit loss model requires the Group to account for expected
credit losses and changes in those expected credit losses at each reporting
date to reflect changes in credit risk since initial recognition of the
financial assets. In other words, it is no longer necessary for a loss event
to have occurred before credit losses are recognised.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables. During the period, there were no credit losses experienced and no
loss allowance being recorded.
Currency Risk
The Group operates in a global market with income and costs arising in a
number of currencies and is exposed to foreign currency risk arising from
commercial transactions, translation of assets and liabilities and net
investment in foreign subsidiaries. Exposure to commercial transactions arise
from sales or purchases by operating companies in currencies other than the
Company's functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through its
foreign currency denominated cash balances, trade receivables and payables:
2023 2022
£'000
£'000
EURO
Cash and cash equivalents 77 317
Trade receivables 3,488 3,091
Trade payables (229) (255)
3,336 3,153
The table below summarises the impact of a 10% increase / decrease in the
relevant foreign exchange rates versus the €EUR rate for the Group's pre-tax
earnings for the period and on equity:
2023 2022
£'000
£'000
Impact of 10% rate change
Euro 370 350
370 350
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow
budgets and forecasts to ensure that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably. The Group
deems there is sufficient liquidity for the foreseeable future.
The Group had cash and cash equivalents at period end as below:
2023 2022
£'000
£'000
Unrestricted Cash 109 1,380
Restricted Cash i 488 422
Cash and cash equivalents 597 1,802
i. Restricted Cash refers to deposits held by the Group, not available
until the satisfaction of sales contracts.
31. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
2023 - GROUP Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets (liabilities) £'000 £'000 £'000
Trade and other receivables (current and non-current) 7,612 - 7,612
Cash and cash equivalents 597 - 597
Trade and other payables - (12,845) (12,845)
Lease liabilities (current and non-current) - (573) (573)
Borrowings (current and non-current) - (8,030) (8,030)
8,209 (21,448) (13,239)
2023 - COMPANY Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £'000 £'000 £'000
Trade and other receivables 617 - 617
Cash and cash equivalents 56 - 56
Trade and other payables - (1,180) (1,180)
Lease liabilities (current and non-current) - (132) (132)
Borrowings (current and non-current) - (2,960) (2,960)
673 (4,272) (3,599)
2022 - GROUP Financial assets at fair value through profit or loss Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets (liabilities) £'000 £'000 £'000 £'000
Fair value assets through profit or loss 21 - - 21
Trade and other receivables - 6,130 - 6,130
Cash and cash equivalents - 1,802 - 1,802
Trade and other payables - - (14,192) (14,192)
Lease liabilities (current and non-current) - - (892) (892)
Borrowings (current and non-current) - - (5,022) (5,022)
21 7,932 (20,106) (12,153)
2022 - COMPANY Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £'000 £'000 £'000
Trade and other receivables 863 - 863
Cash and cash equivalents 91 - 91
Trade and other payables - (1,801) (1,801)
954 (1,801) (847)
32. RECONCILIATION OF MOVEMENT IN NET DEBT
At 1 July 2022 New borrowing Interest added to debt Debt repaid Other cashflows Acquisition Adjustment At 31 Dec 2023
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Cash at bank 1,380 2,525 - (600) (2,840) 132 597
Borrowings (5,022) (2,525) (1,083) 600 - - (8,030)
Net cash (debt)excluding lease liabilities (3,642) - (1,083) - (2,840) 132 (7,433)
Lease liabilities (892) (257) (114) 690 - - (573)
Net Cash (debt) (4,534) (257) (1,197) 690 (2,840) 132 (8,006)
At 1 July 2021 New borrowing Interest added to debt Debt repaid Other cashflows On acquisition At 30 June 2022
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Cash at bank 3,332 4,890 - (3,634) (7,215) 4,007 1,380
Borrowings (1,846) (4,890) (123) 3,287 - (1,450) (5,022)
Net cash (debt)excluding lease liabilities 1,486 - (123) (347) (7,215) 2,557 (3,642)
Lease liabilities (698) (484) (57) 347 - - (892)
Net Cash (debt) 788 (484) (180) - (7,215) 2,557 (4,534)
33. SHARE BASED PAYMENTS AND SHARE OPTIONS
(i) Executive Share Option Plan
The Group operates an Executive Share Option Plan, under which directors,
senior executives and consultants have been granted options to subscribe for
ordinary shares. All options are share settled.
The fair value of services received in return for share options granted is
measured by reference to the fair value of the share options granted. This
estimate is based on the Black-Scholes model which is considered most
appropriate considering the effects of vesting conditions, expected exercise
period and the payment of dividends by the Company.
(ii) Management Incentive Plan ("MIP")
On 7 July 2020, the Company created the eEnergy Group Management Incentive
Plan. The MIP is linked to the growth in the value of the Company. The forms
of incentive award to be implemented as part of the MIP comprise:
(a) "Growth Share Awards": awards granted in the form of an immediate
beneficial interest to be held by participants in a discrete and bespoke class
of ordinary shares ("Growth Shares") in eEnergy Holdings Limited, a wholly
owned subsidiary of the Company. After a minimum period of three years, the
Growth Shares may be exchanged for new ordinary shares of 0.3 pence each in
the Company ("Ordinary Shares"), subject to meeting performance conditions.
(b) "Share Options": awards granted in the form of a share option with an
exercise price equal to the market value of an Ordinary Share at the date of
Grant. These are structured to qualify for the tax advantaged Enterprise
Management Incentive ("EMI Share Options").
Under the MIP, the aggregate value of EMI Share Options and the Growth Shares
is capped at 12.5% of the Company's market capitalisation on conversion of the
Growth Shares.
Malus, clawback and leaver provisions apply to the MIP as outlined in the
Admission Document.
Growth Shares
As at 31 December 2023 the following Directors ("Participants") had subscribed
for Growth Shares in eEnergy Holdings Limited for their tax market value as
set out in the table below. This value was determined by the Company's
independent advisers, Deloitte LLP. Payment of the subscription monies by the
Participants is a firm commitment, with payment normally deferred until the
MIP matures.
Director Number of Growth shares Aggregate Subscription Price
Harvey Sinclair 5,500 £298,650
Andrew Lawley 1,000 £54,300
David Nicholl 1,000 £54,300
Total 7,500 £407,250
The Participants earn a percentage share of the "Value Created", being the
difference between the Group's market capitalisation (one-month average) at
the start and end of the measurement period (which is at least three years)
adding any returns to shareholders such as dividends and deducting the value
of new shares issued for cash or otherwise. The percentage share of the Value
Created is subject to a minimum Total Shareholder Return ("TSR") hurdle of 5%
and up to 15% TSR is equal to the annual TSR realised by shareholders over the
measurement period, and thereafter increased on a straight line basis so that
at 25% TSR the share of the Value Created is 20%, which is the maximum
percentage of the Value Created allocated to the MIP.
Growth Shares can be exchanged for Ordinary Shares after three or four years
at the Company's or Participant's option, based on the Value Created at that
time. The value of any EMI Share Options held by a Participant are deducted
from the value of their Growth Shares before conversion to Ordinary Shares.
The Remuneration Committee must be satisfied that the gains on the Growth
Shares are justified by the underlying financial performance of the Group.
Participants will be required to hold 50% of any Ordinary Shares acquired on
conversion of the Growth Shares until the end of the fourth year (30 June
2024).
On a change of control, the TSR growth rate up to that date is measured and if
the 5% minimum is achieved, Participants will share in the value created.
The fair value of the Growth Shares over the vesting period being three years
grant date was deemed to be £833,000, with £196,000 (2022: £214,000) fair
value expensed during the year.
EMI options
The Company granted the following EMI Share Options over Ordinary shares at an
exercise price of 6.12 pence, based on the closing price on Monday 6 July
2020:
Director Number of Options
Harvey Sinclair 4,084,960
Ric Williams 4,084,960
Total 8,169,920
The EMI options are exercisable when the MIP matures, being after a minimum
period of three years. The Remuneration Committee must be satisfied that the
returns are justified by the underlying financial performance of the Group.
Ric Williams resigned as a director during the period his EMI Share Options
lapsed at the end of his notice period. As a result, the vesting period for
his award has been deemed to reduce from three years to two years and three
months and the value that has been expensed has been accelerated accordingly.
The fair value of the EMI Options over the vesting period being three years
grant date was deemed to be £200,000, with £18,000 (2022: £91,000) fair
value expensed during the year.
(iii) EMI Share Option Awards and non advantaged Share Option Awards
On 7 December 2021 the Company granted share options over 13,800,000 Ordinary
Shares at an exercise price of 0.3 pence per share. The majority of the awards
were structured so that the following vesting criteria applied:
· 1/3rd with an exercise condition of the share price being above
24p at vesting;
· 1/3rd with an exercise condition of the share price being above
20p at vesting; and
· 1/3rd with no exercise price condition
2.5 million of the Options were awarded to Crispin Goldsmith, with 2/3rds of
his award having an exercise price condition at 15p at the vesting date and
the remainder having no exercise price condition.
Crispin Goldsmith was appointed as a Director of the Company on 20 July 2022.
(iv) Other share options or warrants
On 9 January 2020 the Company issued 1,575,929 warrants to a number of
advisors as part of the reverse acquisition transaction completed on that date
which are exercisable for the 4 years following the anniversary of the date of
issue at 7.5p per share. These advisor warrants had an estimated value of
£45,544 which is based on the Black-Scholes model which is considered most
appropriate considering the effects of vesting conditions, expected exercise
period and the payment of dividends by the Company.
The estimated fair values of warrants which fall under IFRS 2, and the inputs
used in the Black Scholes Option model to calculate those fair values are as
follows:
Date of grant Number of warrants Share Price Exercise Price Expected volatility Expected life Risk free rate Expected dividends
9 Jan 2020 1,575,929 £0.075 £0.075 45.00% 5 0.00% 0.00%
On 25 November 2022, the Group secured £2,525,000 in secured debt financing
being structured as secured discounted capital bonds. In connection to this
debt financing, the subscribers of the bonds were granted 42,083,328 warrants
in the Company which are exercisable for 5 years following the issue of the
bonds. These bond warrants had an estimate value of £631,788 which is based
on the Black-Scholes model which is considered the most appropriate
considering the effects of vesting conditions, expected exercise period and
the payment of dividends by the Company.
32,791,216 of the bond warrants were granted on or around 25 November 2022,
with the remaining 9,292,112 granted on or around 20 December 2022, following
the receipt of shareholder approval at the Company's 2022 AGM.
The estimated fair value of warrants which fall under IFRS 2, and the inputs
used in the Black Scholes Option model to calculate those fair values are as
follows:
Date of grant Number of warrants Share Price Exercise Price Expected volatility Expected life Risk free rate Expected dividends
25 Nov 2022 32,791,216 £0.0475 £0.060 45.00% 5 3.00% 0.00%
20 Dec 2022 9,292,112 £0.0320 £0.060 45.00% 5 3.50% 0.00%
Total contingently issuable shares
2022 2021
Executive Share Option Plan 471,000 471,000
Other share options and warrants 67,654,177 25,570,849
68,125,177 26,041,849
The number and weighted average exercise price of share options and warrants
are as follows:
2023 2022
Weighted average exercise price Number of options Weighted average exercise price Number of options
Outstanding at the beginning of the year 4.969p 26,041,849 17.887p 1,923,596
Granted during the year (acquisitions) - - 16.2p 2,000,000
Granted during the year - - 2.5p 22,118,253
Granted during the period - bond warrants 6.000p 42,083,328 - -
Outstanding at the end of the year 5.606p 68,125,177 4.969p 26,041,849
Exercisable at the end of the year 6.694p 44,130,257 20.961p 2,046,929
Share options and warrants outstanding at 31 December 2023, had a weighted
average exercise price of 5.606 pence (2022: 4.969 pence) and a weighted
average contractual life of 4.85 years (2022: 3.01 years). To date no share
options have been exercised.
34. CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2023 or 30 June 2022.
35. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2023 or 30 June 2022.
36. RELATED PARTY TRANSACTIONS
The remuneration of the Directors and their interest in the share capital is
disclosed in the Remuneration Committee report.
On 20 and 21 December 2022, the company borrowed £525k from its directors at
an annual interest rate of 15%. At the period end, the group owed in principal
£200k to Derek Myers & Nigel Burton and £25k to Crispin Goldsmith,
Harvey Sinclair, Gary Worby, David Nicholl and Andrew Lawley. On 12 February
2024, the company repaid in full the principal and accumulated interest
amounting to £632k.
On 25 November 2022, eEnergy Group PLC borrowed £1m from FFIH Limited at an
annual interest rate of 15%. John Foley, was a director of both eEnergy Group
PLC and FFIH Limited. On the 9 February 2024 the loan was repaid and John
Foley resigned as a director. At 31 December 2023, £1.2m was outstanding.
On 13 November 2023, Luceco PLC acquired a 9.0% interest in eEnergy Group PLC.
On 9 February 2024, John Hornby, Director of Luceco PLC was appointed to the
Board of Directors of eEnergy Group PLC. During the period, eEnergy acquired
£860k of goods and services from Luceco PLC (and it's wider group of
subsidiaries). At the period end the trade creditor balance with Luceco was
£712k.
During the period, the Group acquired £457k (2022: £74k) goods and services
from Utility Data Intelligence (UDI) Limited, for whom Gary Worby is a mutual
director. At the end of the period, the trade creditor balance with UDI was
£67k (2022: £23k).
During the period, eEnergy Group Plc received an advance of £500k from Derek
Myers in relation to a potential transaction which ultimately did not proceed.
On termination of the transaction the advance became repayable. At the end of
the period, £70k was outstanding, which has been repaid post period end.
Balances and transactions between companies within the Group that are
consolidated and eliminated are not disclosed in these financial statements.
37. EVENTS SUBSEQUENT TO PERIOD END
Subsequent to period end, the Group completed the sale of its Energy
Management Division to Flogas Britain Limited ("Flogas") for an initial
consideration of £29.1 million (comprising cash of £25 million and £4.1
million to settle amounts due from the Group to the Energy Management
Division) and additional contingent consideration, capped at £20m (estimated
by the Directors to be in the range of £8-10 million) to be based on the
trading performance of the Energy Management Division for the period to 30
September 2025. The net proceeds that were received were used to pay down the
Group's £8.1 million debt facilities in full - please refer to note 32.
Additionally the Group implemented a new share incentive awards scheme ("New
Awards") under the Group's 2024 Share Option Plan which will work alongside
the existing Management Incentive Plan implemented in 2020 (note 33). The New
Awards are subject to achieving a minimum vesting threshold share price of
9.32p with the share price performance target being tested three years from
award in January 2027.
In February 2024 the Group entered into an agreement with National Westminster
Bank Plc to provide up to £40 million of project funding to finance energy
efficiency and onsite generation technologies for the Group's public sector
customers.
38. CONTROL
In the opinion of the Directors as at the period end and the date of these
financial statements there is no single ultimate controlling party.
39. LIST OF SUBSIDIARY UNDERTAKINGS
As at 31 December 2023, the Group owned interests in the following subsidiary
undertakings, which are included in the consolidated financial statements:
Name Holding 2023 Holding 2022 Business Activity Country of Incorporation Registered Address
Direct subsidiary undertaking
eEnergy Holdings Limited 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS
Indirect subsidiary undertakings
eLight Group Holdings Limited 100% 100% Holding Company Ireland 1-3 The Green, Malahide, Co. Dublin K36 N153
eEnergy Services N.I. Limited 100% 100% Trading Company Northern Ireland 19 Arthur Street, Belfast, BT1 4GA
e-Light Ireland Limited 100% 100% Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153
e-Light EAAS Projects 2 Limited 100% - Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153
eLight EAAS Projects Limited 100% 100% Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153
eEnergy UK Projects Limited 100% - Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy UK Projects SPV 1 Limited 100% - Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Services UK Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy EAAS Projects UK Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Services RSL Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
Smartech Energy Projects Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Aquilla Projects Ltd 100% - Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Consultancy Limited * 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
Energy Centric Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
Zero Carbon Projects Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
Zero Carbon Projects Pty Limited 100% 100% Non-Trading Company Australia Suite 4, 142 Spit Rd, Mosman, NSW, 2088
eEnergy Insights Limited * 100% 85.5% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Management Limited * 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Management Topco Limited 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Management Holdings Limited 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy Management USA Limited 100% 100% Non-trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
UtilityTeam US Inc 100% 100% Non-trading Company United States 20 St Thomas Street, London, SE1 9RS
* Entities that comprise the Energy Management Division that have been sold
subsequent to period end - Note 4.
Except for those subsidiary entities comprising the Energy Management
Division, as noted above, all other subsidiary entities incorporated in
England and Wales are exempt from the requirements of the Companies Act 2006
related to the audit of individual accounts by virtue of Section 479A CA2006.
-ends-
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