REG - eEnergy Group PLC - Final Results
30/06/2025 15:30
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RNS Number : 0367P eEnergy Group PLC 30 June 2025
30 June 2025
eEnergy Group plc
("eEnergy", "the Company" or "the Group")
Final Results for the Year to 31 December 2024
eEnergy (AIM: EAAS), the net zero energy services provider, is pleased to
announce its audited financial statements for the year ended 31 December 2024.
Key highlights
· Delivered record revenue up 71% to £25.1 million from continuing
operations (2023 restated annualised results: £14.7 million)
· Transitioned into profit with Adjusted EBITDA after central costs of
£0.6 million (2023 restated annualised results: £6.4 million loss)
· Record H22024 with revenue of £19.1 million and Adjusted EBITDA
after central costs of £2.6 million
· Net Debt (incl IFRS16 liabilities) reduced to £2.4 million (2023
restated results: £8.0 million)
· Cash increased to £2.3m (31 December 2023: £0.6m)
· Awarded solar installation contract worth £5.2 million with Spire
Healthcare; diversification of client base into Healthcare alongside Education
· FY2024 results in-line with revised expectations
· Please refer to the paragraph below in relation to the disclaimer
of audit opinion
Record performance, strong momentum
· Strong contracted forward order book of £7.0 million at year end
· 45% increase in sales pipeline to £375 million
· Following the disposal in February 2024 of the Energy Management
division for circa £25.0m in cash, substantially all debt repaid
· Further developed the eEnergy LED lighting survey App, driving
efficiency and scalability, together with investment in Salesforce and
NetSuite
· Strong revenue, larger contracts: Doubled the direct sales team,
transitioned to a regional model, and strengthened framework and tender
capabilities, unlocking £1.0 million+ contracts in Universities and NHS
hospitals with faster sales cycles
· Capitalised on Net Zero demand: Government-backed Net Zero frameworks
are fuelling growth. Our off-balance sheet funding model, built with NatWest,
is driving strong adoption across education, healthcare, and commercial
sectors
· With a leaner cost base, improved operational gearing, and strong
pipeline conversion, eEnergy is set to accelerate shareholder value in 2025
and beyond
Post period end
· Partnership with Redaptive Inc: Redaptive providing funding of up
to £100 million and eEnergy established as one of Redaptive's dedicated
delivery partners for the UK
o £40m NatWest facility for public sector still intact
· Launch of SolarLife, a structured solar operations and
maintenance (O&M) service
· Appointment to five frameworks broadening channels to market
alongside direct sales
· Notable contracts wins including £0.5m Plymouth NHS Trust
contract
· Awarded Bronze sustainability rating by EcoVadis, placing the
Group in the top 35% of companies assessed globally
· Critically, we expect to be cash positive in H12025 (as we have
stemmed the cash burn) and be further cash generative in H22025
· This is now a crucial turning point in the Group's history, and we
are now poised for cash generative growth with improved operational gearing,
pricing under control and working capital under control
Disclaimer of audit opinion and accounting adjustments
As previously disclosed in January's Trading Update, accounting discrepancies
were identified in Q4 2024. New CFO John Gahan and the finance department have
spent time to review and resolve historic accounting issues.
The origin of the accounting misstatements was not in FY2024 but in prior
accounting periods. To correct the opening balances in the balance sheet as at
31 December 2023, which then flow through into the FY2024 Income Statement,
the Company has therefore restated the historical results via prior period
adjustments and adjusted FY2024 accordingly.
In addition, our auditor PKF who have been the Company's auditor since 2019
have issued a disclaimer of opinion on the financial statements for the year
ended 31 December 2024. PKF were unable to provide an audit opinion, inter
alia, as they were unable to obtain adequate supporting evidence for project
accounting transactions, impacting the cut off of group revenue and group cost
of sales. As a result, PKF was unable to obtain sufficient appropriate audit
evidence over the accuracy of the opening reserves and the prior period
restatements as at 1 January 2024 and 1 July 2022. Further details may be
found in the audit report set out in full further below.
The Directors believe that the FY2024 results are prepared on a true and fair
basis and that the FY2023 restated results are fairly stated. The FY2024
financial statements have been prepared on a going concern basis. The Board is
confident that the comprehensive response by the executive team, including the
finance department's restructuring, has properly addressed the identified
legacy accounting issues. Strengthened control mechanisms have been
established to prevent future occurrences and avoid any further operational
disruption.
Further details can be found in the CFO's report below.
FY2025 trading and outlook
The Board is optimistic about the prospects for the current year as a whole.
eEnergy's substantially debt-free balance sheet, streamlined operations, and
project funding facilities from Redaptive and NatWest provide a solid
foundation for growth.
With cash generation from improving project gross margins continuing to be a
key focus for the Board and management in FY2025, we have made further
reductions to the cost base. Current trading remains in line with management's
expectations.
Commenting on the results, Harvey Sinclair, CEO, said: "The past 12 months has
been a highly significant and successful period for eEnergy. The company
produced record revenue of £25.1 million, up by 71% with a very strong
performance in H22024 that saw record revenue of £19.1 million and £2.6
million adjusted EBITDA after central costs.
This is the fourth consecutive year of revenue growth and illustrates the
opportunity for our business to continue to grow market share as the leading
Energy-as-a-Service provider in the UK for education and further expand our
position in the complementary healthcare sector.
For all organisations, maximising the financial returns from energy efficiency
initiatives remains a central concern, with Net Zero goals being another key
motivation. Initiatives such as Great British Energy's first major project,
installing rooftop solar panels on approximately 200 schools and 200 NHS sites
across the UK, perfectly aligns with our mission at eEnergy and corroborates
how we can eliminate energy waste and make Net Zero not just achievable, but
profitable for public sector organisations.
eEnergy's appointment to the NHS Commercial Solutions Sustainable Estates
Framework Agreement and our £5.2m contract with Spire Healthcare across 38
sites, showcases eEnergy's strong position in the healthcare market, our
multi-project and multi-site capabilities, and the successful execution of our
strategy to accelerate energy efficiency solutions through frameworks.
Following the sale of the Energy Management Division at the beginning of the
year, a considerable amount of effort in H12024 was spent on realigning the
business and laying the foundations for our next chapter as a nimble pure-play
Net Zero energy services company. I would like to thank the finance department
for the detailed exercise they undertook and to significantly upgrade our
financial systems. The Board is confident that we have identified and
addressed the cause of the legacy accounting misstatements and put in place
effective controls to ensure that there will be no re-occurrence of the
issues.
As we commence FY2025, we do so with a clean balance sheet, a record forward
order book, an enhanced operational management team and a streamlined cost
structure. Our focus on improving gross margin and cash generation is sharper
than ever, and we expect to be cash positive in H12025 and further cash
generative in H22025."
Investor presentation
There will be an online presentation, open to all existing and potential
shareholders, via Investor Meet Company at 9.30am tomorrow (1 July 2025).
Questions can be submitted pre-event via the Investor Meet Company dashboard
or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet
eEnergy Group plc via:
https://www.investormeetcompany.com/eenergy-group-plc/register-investor
(https://www.investormeetcompany.com/eenergy-group-plc/register-investor)
The Company is today publishing its Annual Report and Accounts for the year
ended 31 December 2024, which will shortly be available on the Company's
website at https://eenergy.com/investors (https://eenergy.com/investors) .
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018, as amended.
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)
John Gahan, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) Tel: +44 20 7409 3494
Richard Johnson, James Harris, David Asquith
Canaccord Genuity Limited (Broker) Tel: +44 20 7523 8000
Max Hartley, Harry Pardoe (Corporate Broking)
Tavistock Tel: +44 20 7920 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 do not require upfront capital investment by our
customers. Our vision is clear: make Net Zero possible and profitable for
every organisation.
Our primary services include:
· Reduce: LED lighting and controls
· Generate: Solar PV, ground mount, rooftop, and carport
· Charge: EV charging and management software
All eEnergy's services come with intelligent circuit-level energy analytics
and are funded through a panel of funders (including Redaptive and NatWest) to
provide an off-balance sheet-compliant energy-as-a-service solution.
eEnergy has completed over 1,100 decarbonisation projects within the B2B and
public sector. We are #1 in the education sector, having worked with over 840
schools, installing over half a million LED lights, and improving the learning
environment for over 443,000 students-enough to fill Wembley Stadium almost
five times over. In one year alone, eEnergy has saved the education sector
£13 million in energy costs. With over 70% of schools yet to transition to
LED lighting and over 90% yet to deploy solar, eEnergy estimates that at least
£5.4 billion would need to be invested to install adequate rooftop solar, LED
lighting, and EV charging infrastructure in UK schools.
eEnergy is a market leader within the education sector and has been awarded
the Green Economy Mark by the London Stock Exchange.
Chair's Statement
After a slow start to the year under review due to weaker market conditions,
the disruption as a result of the disposal of the Energy Management Division
and the consequent business separation, we enjoyed a record second half,
enabling us to report revenue and EBITDA in line with expectations.
Financially, thanks to the detailed review and clean-up of historic accounting
issues by new CFO John Gahan and the finance department's subsequent
restructuring, we start the current year with a clean balance sheet and full
control of project profitability and cash generation. A full description of
John's work is contained in the CFO's Review below.
Operationally and financially, the Group is in good shape. However, I can only
apologise to shareholders for the delay in publication of these results due to
our CFO's balance sheet review initiated after he joined that uncovered
material accounting misstatements which adversely impacted the prior period
results and led to restatements. We have taken the necessary steps to ensure
that this cannot happen again. Despite the auditor's providing a disclaimer
of opinion, the Board is confident that these issues are now behind us and
that the FY2024 results and FY2023 restated results are fairly stated.
We took the opportunity to reset as a business in FY2024, investing in our
infrastructure, platforms and channels to market. H22024 saw a strengthening
and re-acceleration of the Net Zero agenda, particularly in the public sector
and was reflected in our strong contracted forward order book which was £7.0
million at year end.
The outlook for FY2025 as a whole is positive and we expect a strong second
half as the work undertaken to improve financial controls and margins, the
success of our channel strategy and the new partnership with Redaptive and its
£100 million funding facility feed through to results.
Results
Revenues in FY2024 increased by 71% to £25.1 million compared to annualised
restated financial FY2023 revenue of £14.7 million. Despite a relatively slow
start to the year with H12024 revenues at £6.0 million, the Group's H22024
revenue was £19.1 million. Adjusted EBITDA after central costs was £0.6
million compared to a restated Adjusted EBITDA loss after central costs of
£6.4 million for the annualised FY2023 period. Closing cash was £2.3 million
(FY2023: £0.6 million). We expect to be cash generative in H12025.
Disposal of EMD
Following a number of unsolicited approaches in early 2023, we undertook a
strategic review and concluded that divesting the Energy Management Division
was in the best interests of shareholders. The separation was completed during
the period, albeit with greater complexity than initially expected. The circa
£25.0 million cash proceeds enabled us to repay the majority of our debt and
strengthen our cash position.
The terms of the disposal allowed for potential additional consideration
payments to eEnergy dependent on results for the division from completion
through to the end of September 2025. As the post-sale results of the EMD have
been lower than the Board was anticipating, the prospect for further deferred
consideration is now considered unlikely. Accordingly, no deferred
consideration has been recognised in the balance sheet as at 31 December 2024.
Accounting adjustments and disclaimer of audit opinion
As previously disclosed in January's Trading Update, accounting discrepancies
were identified (principally due to inaccurate project accounting balances).
The origin of the accounting misstatements was not in FY2024 but in prior
accounting periods. To correct the opening balances in the balance sheet as at
31 December 2023, which then flow through into the December 2024 balance
sheet, we have therefore restated the historical results via prior period
adjustments.
We have addressed the cash burn through cost reductions, increasing the rate
of sales, and implementing tighter controls over pricing decisions.
In addition, our auditor PKF who have been the Company's auditor since 2019
have issued a disclaimer of opinion on the financial statements for the year
ended 31 December 2024. PKF were unable to provide an audit opinion, inter
alia, as they were unable to obtain adequate supporting evidence for project
accounting transactions, impacting the cut off of group revenue and group cost
of sales. As a result, PKF was unable to obtain sufficient appropriate audit
evidence over the accuracy of the opening reserves and the prior period
restatements as at 1 January 2024 and 1 July 2022. Further details may be
found in the audit report set out in full further below.
The Directors believe that the FY2024 results are prepared on a true and fair
basis and that the FY2023 restated results are fairly stated. The FY2024
financial statements have been prepared on a going concern basis. The Board
now believes the upgraded financial controls across the business and the
reorganisation of the Finance function to be more outward facing supporting
the operations, which will bring greater certainty to the forecasting of
revenue, profit and cash.
Board
Post the disposal of the Energy Management Division in February 2024, I
succeeded John Foley as Chairman, while David Nicholl, Non-Executive Director,
transitioned to an advisory role, ensuring continuity during this period of
change. 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 of circa 10% of eEnergy's issued shares.
In October 2024, John Gahan joined as Chief Financial Officer, from
Simbec-Orion Group. Previously, John was at Sprue Aegis plc (renamed FireAngel
Safety Technology plc), an AIM-quoted technology products business, where he
was Finance Director, overseeing the Company's AIM IPO and significant growth
thereafter. John qualified as a Chartered Accountant with KPMG, is a Fellow
of the Institute of Chartered Accountants of England and Wales, and has
extensive financial, commercial and operational experience.
ESG
We have made substantial progress in shaping our sustainability strategy and
advancing our commitment to ESG best practices. Following the completion of
our materiality assessment in May, we developed a comprehensive, tailored
sustainability strategy and established an integrated ESG reporting framework.
This framework features a robust carbon emissions reporting mechanism and sets
out clear, measurable commitments to track and demonstrate our progress.
To provide a solid benchmark for our ongoing efforts, we undertook an EcoVadis
assessment towards the end of the year, achieving a Bronze rating shortly
after the financial year-end. Further details, including specific
environmental and social initiatives implemented during the year, are
available in the ESG section of our annual report and separately on our
website.
Outlook
The Board is confident that the comprehensive response by the executive team
has properly addressed the identified legacy accounting issues. We have
established effective control mechanisms to prevent future occurrences and
avoid any further operational disruption.
As we approach the end of H12025, the Board is optimistic about the prospects
for the current year as a whole. Our substantially debt-free, clean balance
sheet, our streamlined operations, and our client project funding facilities
of £100 million from Redaptive and the £40 million from NatWest provide a
solid foundation for growth. Cash generation from improving project gross
margins and better net working capital management remain a key focus for the
Board and management in FY2025.
Net Zero ambitions continue to be a growth driver for our business,
particularly for the public sector. For all organisations, the financial
benefits of reclaiming energy spend remain a consistent priority.
While we are mindful of macroeconomic uncertainties, we are confident that our
focus on governance, risk-aware expansion, and stakeholder alignment will
drive sustained value creation. Our mission is to create long-term value for
shareholders while ensuring robust oversight of operational and financial
risks.
On behalf of the Board, I thank all of our stakeholders for their continued
trust and support.
Andrew Lawley
Non-executive Chair
30 June 2025
CEO Statement
I am pleased to write to shareholders after what has been a highly significant
and successful past 12 months, which has seen the Company achieve record
quarterly revenue numbers in H2 and post-full year revenue growth. This is the
fourth consecutive year of revenue growth and illustrates the opportunity for
our business to continue to grow market share as the leading
Energy-as-a-Service provider in the UK for education and further expand our
position in the complementary healthcare sector.
Strategy
The first six months was a period in which we spent considerable efforts on
realigning the business and laying the foundations for our next chapter as a
nimble pure play Net Zero energy services company following the successful
sale of our Energy Management Division.
The realignment has seen us focus on improving efficiencies and making key
hires to our Board and management team which included the notable appointment
of John Gahan who joined as the Company's Chief Financial Officer in October
2024.
I would also like to thank John and his new team who have undertaken a
significant evaluation exercise on our reporting systems. We now have in place
a much strengthened and disciplined finance department, and the Board believes
the accounts now show a true and fair view of the financial results for the
year and the balance sheet as at 31 December 2024.
At our interim results, I reported on what had been a challenging 12 months
for our market caused by temporary macro events. Despite these headwinds we
had a strong and growing sales pipeline that gave us confidence that the
market would return to normalised levels. I am pleased to report that the
market conditions have significantly improved in line with our expectations,
and we have seen a significant rebound which saw us break sales records for Q3
and again in Q4.
The transition to Net Zero remains an important growth driver for eEnergy as
organisations have a renewed focus on energy reduction initiatives and clean
energy generation solutions, particularly in the public sector. For all
business, a primary motivation, regardless of the economic climate, is the
financial benefit of reclaiming energy spend. The financial savings achieved
through effective energy management consistently drive decision-making. Within
this, our capital-free funding model continues to resonate particularly
strongly with the education sector, including Independent Schools and
Multi-Academy Trusts, enabling them to unlock significant savings and improve
sustainability without upfront investment.
Revenue increased by 71% on restated annualised FY2023 figures, driven by
strong demand for LED lighting conversions and solar solutions as customers
sought energy supply security and stability. Adjusted EBITDA after central
costs was £0.6 million, reflected tighter cost controls and improved gross
margins. We exited FY2024 substantially debt-free, with net cash of £2.3
million, enabling investment in high-return projects and underpinning our
growth ambitions.
With an emphasis on strengthening our routes to market, we doubled our direct
sales team, implemented a regional model, boosted our partner network, and
created a dedicated bid team with a focus on frameworks. We have strengthened
our position with our appointments to CCS, Lexica, NHS Commercial Solutions,
and Proactis frameworks to streamline procurement and unlock direct award
opportunities.
The year saw significant strategic contract wins in education, private and
public sector hospitals, and C&I. The signing of a £1.0 million contract
with Newcastle College Group to deliver a full LED lighting conversion
amplified our presence in the further education sector. This is clear
evidence of eEnergy's strategy to accelerate energy efficiency solutions
through frameworks, competitive tenders and reducing sales cycles. Our
inclusion on the NHS Commercial Solutions Sustainable Estates Framework, and
subsequently through this framework post year-end, a £0.5 million contract
win with University Hospitals Plymouth NHS Trust, positions us strategically
in the healthcare market while showcasing our framework strategy's proven
impact.
The cost of solar development plus the cost of energy has reached an
inflection point, making solar more commercially viable. eEnergy's solar
offering continued to rapidly expand during the year, with solar revenues
increasing significantly to 42% of total revenue, supported by our "SolarLife"
platform that we launched post year-end, which combines installation with
long-term maintenance contracts.
We signed our largest-ever solar installation worth £5.2 million with Spire
Healthcare, which demonstrates our dedication to deliver innovative energy
efficiency solutions for our clients, whilst showcasing our multi-project and
multi-site abilities. The contract showcases eEnergy's position within the
healthcare industry and reflects the trust our clients place in our ability to
optimise their energy consumption while reducing costs and environmental
impact
In March 2024, we announced the new £40 million Project Funding Facility with
NatWest, to finance energy efficiency and onsite generation technologies for
the Group's public sector customers. This facility unlocked larger
multi-technology decarbonisation projects, enhancing recurring income streams.
Post year-end we signed a £100 million funding partnership with Redaptive.
This provides a huge growth opportunity for eEnergy, giving us the firepower
to deliver more funded decarbonisation projects, faster, and across every
sector. The partnership establishes eEnergy as one of Redaptive's dedicated
delivery partners for Redaptive-initiated projects in the UK. This
collaboration not only provides access to capital but also leverages
Redaptive's global footprint, enabling us to accelerate our mission, remove
financial barriers, and deliver clean energy solutions to a greater number of
organisations on their journey to Net Zero. We look forward to seeing the
benefits of our partnership with Redaptive develop in the balance of FY2025.
The wider market and the race to Net Zero
We believe the future trajectory of Net Zero is now strong. Momentum continues
and is strengthened by the UK government's ambitious Net Zero policies driving
regulatory and funding support (PSDS, NEEF, ESOS).
Our position within the race to Net Zero is compelling given the regulatory
environment and increasing corporate sustainability mandates. The UK's
commitment to Net Zero by 2050, coupled with interim carbon budgets and
sectoral decarbonisation strategies, has created an explosive five-year window
for energy efficiency and renewable energy deployment. This backdrop, combined
with rising energy costs and corporate ESG commitments, continues to drive
robust demand across our education and healthcare target markets.
As previously reported, we commissioned independent research to ascertain the
addressable market in healthcare and education. The research identified the
large opportunities within these sectors. The remaining addressable education
market is 65% which management believe values the opportunity at c. £2
billion, with a 50% remaining addressable market in the NHS alone for LED
lighting.
Looking ahead
FY2025 started with a substantially debt free balance sheet, a record forward
order book, an upgraded operational management team and a reduced cost base.
H22024's record momentum continued into Q12025 with a strong contracted
revenue order book of £7.0 million (£1.0 million more than the £6.0
million revenue for the whole of H12024).
We are more focused than ever on improving gross margin and cash generation
through supply chain optimisation and solar lifecycle services. We look to
continue to expand our geographic footprint within the healthcare sector and
ever-improve our routes to market via direct sales and frameworks.
After a period of restructuring, our simplified business model coupled with
our strengthened balance sheet positions eEnergy to capitalise on the
accelerating Net Zero transition and organisations' constant search to reduce
costs. We are market leaders in our sector, serving education and healthcare
organisations and are well placed to drive further significant growth.
The Board is excited by the opportunities presented to eEnergy and believes
that we have the platform and resources in place to take full advantage of
these, with the Board confident in delivering long-term value for
shareholders.
Harvey Sinclair
Chief Executive
30 June 2025
CFO statement
Introduction
I was pleased to be appointed to the Board of eEnergy as the Chief Financial
Officer on 1 October 2024. Since joining, I have focussed on three key
objectives:
· Identify why historical cash generation lagged behind reported
profitability, and make the business cash generative
o Undertook an extensive review of the balance sheet and working capital to
understand the relationship between revenue, profit recognition and project
cash flow.
o As disclosed in the Company's January 2025 Trading Update, identified that
the balance sheet in FY2024 was materially overstated due to numerous historic
accounting misstatements.
o Restated historical results via prior-period adjustments. The impact of
the adjustments is summarised in the Financial Statements.
· Improve project gross margins and cash flow by:
o Working more closely with the Sales team to maximise profitability on new
business, and greater collaboration with the Operational teams on project
delivery to minimise gross margin leakage.
o Reviewing working capital to improve operational cash flow and seek to
make every project cash generative throughout its duration.
o Implemented cost reduction program to improve operational gearing.
o Post-period funding facility with Redaptive for up to £100 million to
improve cash flow alongside the existing NatWest facility.
· Upgrade financial reporting and financial control to bring
greater accountability
o Strengthened financial controls across the business and reorganised the
finance function to be more outward facing, supporting operations and
focussing on cash generation and profit improvements.
o Brought greater certainty to the forecasting of revenue, profit and cash,
and to better understand the risk of delivering the sales pipeline forecast.
o Addressed legacy project accounting misstatements through a complete
upgrade of financial controls and installed new processes on a consistent
basis around the recognition of revenue and costs.
Group key performance indicators
12 months ended 31 December 2024
Continuing operations Dis-continued operations Combined (non-statutory)
£m £m £m
Revenue 25.1 1.2 26.3
Adjusted EBITDA (before central costs) 3.1 - 3.1
Adjusted EBITDA % Revenue (before central costs) 12.5% - 11.9%
Central costs (2.5) (2.5)
Adjusted EBITDA (after central costs) 0.6 - 0.6
Cash and cash equivalents 2.3 - 2.3
Net (debt) (incl IFRS16 liabilities) (2.4) - (2.4)
Operating cash flow before net working capital movements (5.2) - (5.2)
Net cash impact of exceptional items (2.1) - (2.1)
Notes
Adjusted EBITDA (before central costs) excludes all plc related costs and
adjusting items.
Adjusted EBITDA (after central costs) includes all plc related costs and
excludes adjusting items.
Results presentation
Continuing operations represents the consolidated customer facing activities,
encompassing the Group's energy reduction (LED), energy generation (solar) and
EV charging services.
In FY2024, from continuing operations, statutory revenue was £25.1 million
and Adjusted EBITDA after central costs was £0.6 million. In H22024,
Revenue was £19.1 million and Adjusted EBITDA after central costs was £2.6
million which generated EBITDA / Revenue of circa 13.6%.
Adjusted EBITDA in FY2024, pre-central costs of £3.1 million was circa 12.3%
as a % of Revenue.
The Energy Management Division (EMD) was "held for sale" from a statutory
reporting perspective in the 2023 18-month financial period ("FY2023") with
circa one month's worth of trading with revenue of £1.2 million and
break-even EBITDA in the statutory FY2024 results, until completion of the
sale of that business on 9 February 2024. Incorporating the EMD,
non-statutory Revenue for the Group was £26.3 million and Adjusted EBITDA
after central costs was £0.6 million for the period.
The timing of the sale of the EMD business was important because the £25.0m
cash injection funded the Group over the course of FY2024; it covered
operating losses, net working capital outflows and exceptional cash costs of
circa £2.1 million. Post the sale of the EMD and after the repayment of
substantially all debt, net cash decreased by £5.7 million from £8.0 million
at the end of February 2024 (the month the EMD was sold) to £2.3m as at 31
December 2024.
Summary performance
In spite of the prior year restatements, this was another period of
significant growth in revenue for the business, with FY2024 revenue of £25.1
million showing an increase of 71% over the restated annualised FY2023 revenue
of £14.7 million. The business has seen significant growth in both LED and
solar revenues.
Due to tighter controls over quotations, improved product sourcing
arrangements with more competitive pricing from suppliers, reduced margin
leakage and a significant reduction in loss making contracts, gross margin
improved significantly to 34.7% in FY2024. Restated annualised FY2023 results
gross margin was just 12.6%. This was adversely affected by a provision for
loss making contracts (which accounted for a circa 6.0% reduction in gross
margin) and significantly higher product costs which were only materially
reduced in H22024 through lower pricing from vendors.
We have put considerable effort to ensure that all new projects are quoted
only after we have completed sufficient up-front due diligence to establish an
accurate estimate of the cost of installation. This is - equivalent to an
"investment grade" proposal - for approval by our customers which ensures a
seamless project implementation.
As a result of the higher revenue, improved margin and reduced operating
costs, Adjusted FY2024 EBITDA post-central costs were positive at £0.6
million and Adjusted FY2024 EBITDA pre-central costs amounted to £3.1
million.
NatWest facility and our partnership with Redaptive (announced post-period in
May 2025)
In FY2024, eEnergy entered into an agreement with National Westminster Bank
Plc ("NatWest") to provide up to £40 million of project funding to finance
energy efficiency and onsite generation technologies for the Group's public
sector customers. Whilst this strengthened eEnergy's competitive position in
tendering for large multi-site contracts in the public sector (as the Group
has a funded offering), a review highlighted that the cash flow implications
for eEnergy funding projects itself alongside NatWest was simply
unsustainable.
Through our partnership with Redaptive Inc. ("Redaptive"), we have addressed
this cash flow issue as Redaptive fully funds the customer project itself with
no cash investment from eEnergy. eEnergy receives 100% of the project net
revenue (revenue excluding the interest costs billed to the customer as part
of the cost the customer sees), and the customer then pays Redaptive over the
life of the project, providing an immediate cash benefit to the customer
compared to its cash cost of its current energy.
Working with Redaptive will significantly improve the cash generation of the
business. We look forward to seeing the benefits of our partnership develop in
H22025 and beyond. We also expect to see significant referral opportunities
from Redaptive through its US customer base with UK-based operations.
We have retained the NatWest facility as the interest rate is market leading,
and where we have particularly price competitive tenders, we may still use
NatWest to make our customer offering as price competitive as possible.
Balance sheet, working capital review and disclaimer of audit opinion
Following my appointment as the Chief Financial Officer on 1 October 2024, my
team conducted an in-depth balance sheet review towards the end of FY2024.
This identified the balance sheet at that time was materially overstated due
to accounting misstatements and that the genesis of the overstatements dated
back over several years. Identifying the appropriate adjustments to restate
the current balance sheet was relatively straight forward. However, to adjust
for the accounting misstatements, identifying which balances and by how much
prior period balances should be restated has required a detailed and extensive
review across different accounting periods and two different accounting
systems. This forensic exercise has taken many months to complete which has
led to the results announcement being delayed until 30 June 2025.
As a consequence of the review, adjustments have been made to the results for
the prior periods ended 30 June 2022 and 31 December 2023, which have been
restated to remove the impact of the accounting misstatements. For the year
ended 30 June 2022, this has resulted in a £2.4 million increase in the
Adjusted EBITDA loss and for 18-month period ended 31 December 2023, a £9.4
million increase in the Adjusted EBITDA loss. The balance sheets for each
period end have also been restated. As a result, the £23.8 million of
reported net assets as at 31 December 2023 has been reduced by £12.5 million,
53% to £11.3 million. The restated income statement and balance sheet have
been reconciled to the reported results for the two prior periods respectively
within the Financial Statements.
Since completing the review, we have overhauled the project accounting
methodology and put in place effective controls to ensure that the
over-recognition of revenue and under-recognition of costs - which were the
principal drivers of the accounting misstatements - cannot happen again.
Despite the auditors providing a disclaimer of opinion, as detailed in the
Chairman's statement above, based on the forensic work undertaken over the
past six months, the Board is comfortable that the restated closing FY2023
balance sheet, the income statement for the year and the closing balance as at
31 December 2024 together provide a true and fair view of the loss for the
Group for the year and its closing net asset position.
Disposal of EMD
In February 2024, the sale of the EMD to Flogas Britain Ltd (a subsidiary of
DCC PLC) was completed for a cash consideration of circa £25.0 million.
Completion of the disposal confirms a modest loss on disposal but critically
provided the Group with significant net cash at a time when the business
needed cash. Whilst the terms of the transaction allowed for potential
additional consideration payments to eEnergy - linked to the net cash
generated by EMD from completion through to 30 September 2025 - as the
post-sale results have been lower than the Board anticipated, the prospect for
recovering further deferred consideration is considered unlikely. Therefore,
no deferred consideration has been recognised in the balance sheet as at 31
December 2024. The accounting misstatements detailed above are not related to
the EMD business or its disposal.
Summary and FY2025 Outlook
I take this opportunity to thank the finance team for their help and
incredible support to investigate the accounting misstatements and to restate
the prior period results. This work has taken a significant amount of
time. Having completed this immensely time-consuming exercise, we have
refocused our efforts on driving operational improvements to focus on profit
and cash flow.
We are confident that we have identified and addressed the cause of the legacy
issues and put in place effective controls to ensure that there will be no
re-occurrence going forward.
To protect the underlying profitability of the Group and put the business onto
a stronger cash generative footing, we have made further reductions to the
cost base. Critically, we expect to be cash positive in H12025 (so we have
stemmed the cash burn) and be further cash generative in H22025.
This is now a crucial turning point in the Group's history, and we are now
poised for cash generative growth with improved operational gearing, pricing
under control and working capital under control.
John Gahan
Chief Financial Officer
30 June 2025
Independent auditor's report to the members of eEnergy Group plc
Disclaimer of opinion
We were engaged to audit the financial statements of eEnergy Group Plc (the
'parent company') and its subsidiaries (the 'group') for the year ended 31
December 2024 which comprise the Consolidated statement of comprehensive
income, Consolidated statement of financial position, Company statement of
financial position, Consolidated statement of cashflows, Consolidated
statement of changes in equity, Company statement of changes in equity and
notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK-adopted international accounting standards and as
regards the parent company financial statements, as applied in accordance with
the provisions of Companies Act 2006. The financial reporting framework that
has been adopted in the preparation of the parent company financial statements
is applicable law and United Kingdom Accounting Standards, including FRS101
Reduced Disclosures Framework (United Kingdom Generally Accepted Accounting
Practice).
We do not express an opinion on the accompanying financial statements of the
group and parent company. Because of the significance of the matters described
in the basis for disclaimer of opinion section of our report, we have not been
able to obtain sufficient appropriate audit evidence to provide a basis for an
audit opinion on these financial statements.
Basis for disclaimer of opinion
In seeking to form an opinion on the financial statements, we considered the
implications of the significant uncertainties disclosed in the financial
statements concerning the following matters:
· For the year ended 31 December 2024, the group reported revenue of
£25.1m (18 months ended 31 December 2023 £22m). In the absence of adequate
supporting evidence for project accounting transactions, we have been unable
to obtain sufficient appropriate audit evidence over the cut off, occurrence
and accuracy of revenue of the periods presented.
· For the year ended 31 December 2024 , the group reported cost of
sales of £16.4m (18 months ended 31 December 2023 £19.2m). In the absence of
adequate supporting evidence for project accounting transactions we have been
unable to obtain sufficient appropriate audit evidence over the cut off,
completeness and accuracy of cost of sales.
· Due to issues over the cut off of revenue and associated project
accounting balances between 2023 and 2024, as a result of the above, we do not
have sufficient appropriate audit evidence over the accuracy of opening
reserves and the prior period restatement as at 1 January 2024 and 1 July
2022.
Other information
The other information comprises the information included in the strategic and
directors' reports, other than the financial statements and our auditor's
report thereon. The directors are responsible for the other information
contained within the strategic and directors' reports. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
Because of the significance of the matters described in the basis for
disclaimer of opinion section of our report, we are unable to determine
whether a material misstatement of other information exists.
Opinion on other matters prescribed by the Companies Act 2006
Because of the significance of the matters described in the basis for
disclaimer of opinion section of our report, we have been unable to form an
opinion, whether based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
Because of the significance of the matter described in the basis for
disclaimer of opinion section of our report, we have been unable to determine
whether there are any material misstatements in the strategic report or the
directors' report.
Arising from the limitation of our work referred to above:
· we have not obtained all the information and explanations that we
considered necessary for the purpose of our audit; and
· we were unable to determine whether adequate accounting records have
been kept.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· returns adequate for our audit have not been received from branches
not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group and parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group and parent company or to cease
operations, or have no realistic alternative but to do so.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and parent company and the
sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management,
application of cumulative audit knowledge and experience of the sector.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from UK-adopted
IAS and United Kingdom Generally Accepted Accounting Practice, the Companies
Act 2006 and the AIM Rules for Companies.
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group and parent
company with those laws and regulations. These procedures included, but were
not limited to enquiries of management and review of legal / regulatory
correspondence and legal ledger accounts.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that estimates, judgements and assumptions applied by management
regarding revenue recognition, project completion, project accounting, the
assessment of impairment of goodwill and intangible assets gave the greatest
potential for management bias.
· As in all of our audits, we attempted to address the risk of fraud
arising from management override of controls by performing audit procedures
which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business. We were unable to obtain sufficient appropriate
audit evidence in this regard.
· We communicated the risk of non-compliance with laws and regulations,
including fraud, to the component auditor who incorporated this into their
testing, which was reviewed by the group audit team.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the group and parent company's
financial statements in accordance with ISAs (UK) and to issue an auditor's
report.
However, because of the matters described in the basis for disclaimer of
opinion section of our report, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion on these
financial statements.
We are independent of the group and parent company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as applied to
listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Karen Egan (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
30 June 2025
Consolidated statement of comprehensive income
Year to 18 months to 31 December 2023
31 December (Restated)(i)
Note 2024 £'000
£'000
Continuing operations
Revenue from contracts with customers 6 25,057 22,032
Cost of sales (16,374) (19,238)
Gross profit 8,683 2,794
Administrative expenses 7 (14,855) (15,792)
Distribution costs (1,270) (995)
Operating Loss (7,442) (13,993)
Finance income 10 257 -
Finance costs 10 (2,317) (2,350)
Loss before tax (9,502) (16,343)
Tax 11 1,644 333
Loss for the period/year from continuing operations (7,858) (16,010)
Discontinued operations
(Loss) / profit after tax for the year from discontinued operations 5 (325) 3,416
Loss for the year (8,183) (12,594)
Other comprehensive income
Items that may be reclassified subsequently to profit and loss
Translation of foreign operations 317 (61)
Total other comprehensive loss 317 (61)
Total comprehensive loss for the year (7,866) (12,655)
Basic and diluted loss per share from continuing operations 12 (2.03p) (4.52p)
i. Following the identification of material accounting misstatements,
the Directors have restated the prior period comparatives. See note 3 for
further details and analysis.
ii. Items of income and expense that are considered by management for
designation as adjusting items include items such as significant corporate
restructuring costs, acquisition and disposal related costs, changes in
initial recognition of contingent consideration and share-based payment
expenses. These are further analysed in note 7.
Reconciliation to Adjusted EBITDA (Non-GAAP Measure) Year to 18 months to 31 December 2023
31 December (Restated)(i)
Note 2024 £'000
£'000
Operating Loss (7,442) (13,993)
Adjustments for:
Depreciation and Amortisation 7 412 683
Adjusting items 7 7,591 3,657
Adjusted EBITDA (Non-GAAP Measure) 561 (9,653)
Consolidated statement of financial position
As at As at As at
31 December 31 December 30 June
Note 2024 2023 2022
(Restated)(i) £'000 (Restated)(i) £'000
£'000
NON-CURRENT ASSETS
Property, plant and equipment 13 227 292 458
Intangible assets 14 3,443 3,465 28,733
Right-of-use assets 20 560 502 777
Trade and other receivables 17 - 818 -
Financial assets 28 12,848 8,286 6,163
Deferred tax asset 22 2,540 1,138 1,071
19,618 14,501 37,202
CURRENT ASSETS
Inventories 16 - 177 809
Trade and other receivables 17 5,424 2,422 13,906
Financial assets 28 2,179 1,621 1,090
Cash and cash equivalents 18 2,317 597 2,542
9,920 4,817 18,347
Disposal group classified as held for sale 5 - 34,997 -
9,920 39,814 18,347
TOTAL ASSETS 29,538 54,315 55,549
CURRENT LIABILITIES
Trade and other payables 19 9,261 14,540 16,852
Lease liabilities 20 189 189 542
Provisions 23 510 646 -
Financial liabilities 28 435 - -
Borrowings 21 490 8,030 11
10,885 23,405 17,405
Disposal group classified as held for sale 5 - 7,852 -
10,885 31,257 17,405
Net current (liabilities) / assets (965) 8,557 942
NON-CURRENT LIABILITIES
Lease liabilities 20 501 384 349
Borrowings 21 3,543 - 5,011
Deferred tax liability 22 115 944 1,318
Provisions 23 394 - 860
Financial liabilities 28 8,793 10,405 8,210
Other non-current liabilities - - 2,252
13,346 11,733 18,000
TOTAL LIABILITIES 24,231 42,990 35,405
NET ASSETS 5,307 11,325 20,144
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Issued share capital 24 16,494 16,494 16,373
Share premium 24 49,319 49,319 47,360
Other reserves 25 2,103 2,017 261
Reverse acquisition reserve 25 (35,246) (35,246) (35,246)
Foreign currency translation reserve 118 (199) (138)
Accumulated losses (27,481) (21,060) (8,389)
5,307 11,325 20,221
Non-controlling interest - - (77)
TOTAL EQUITY 5,307 11,325 20,144
i. Following the identification of material accounting misstatements,
the Directors have restated the prior and prior prior period comparatives. See
note 3 for further details and analysis.
These financial statements were approved by the Board of Directors and
authorised for issue on 30 June 2025 and were signed on their behalf:
John Gahan
Director
Company statement of financial position
Company number: 05357433
As at As at
31 December 31 December
Note 2024 2023
£'000 (Restated)(i)
£'000
NON-CURRENT ASSETS
Property, plant and equipment 13 19 26
Intangible assets 14 70 75
Right-of-use assets 20 129 128
Trade and other receivables 17 23,963 24,574
Investment in subsidiary 15 6,574 6,574
30,755 31,377
CURRENT ASSETS
Trade and other receivables i 17 307 617
Cash and cash equivalents 18 175 56
482 673
TOTAL ASSETS 31,237 32,050
CURRENT LIABILITIES
Trade and other payables 19 8,851 1,854
Lease liability 20 132 132
Borrowings 21 - 2,960
8,983 4,946
TOTAL LIABILITIES 8,983 4,946
NET ASSETS 22,254 27,104
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Issued share capital 24 16,494 16,494
Share premium 24 49,319 49,319
Other reserves 25 2,069 1,983
Accumulated losses (45,628) (40,692)
TOTAL EQUITY 22,254 27,104
i. Following the identification of material accounting misstatements,
the Directors have restated the prior period comparatives. The prior period
comparatives for trade and other receivables includes a balance of
£24,574,000 relating to intercompany receivables previously presented
separately on the face of the Statement of financial position as current
assets.
A separate Statement of comprehensive income for the Parent Company has not
been presented, as permitted by section 408 of the Companies Act 2006. The
Company's loss for the period was £6,698,000 (2023: loss of £5,742,000).
These financial statements were approved by the Board of Directors and
authorised for issue on 30 June 2025 and were signed on their behalf:
John Gahan
Director
Consolidated statement of cashflows
For the year ended 31 December 2024
Group
Note Year to Period to
31 December 31 December
2024 2023
(Restated)(i)
£'000 £'000
Operating (loss)/profit (profit before interest & tax) (7,442) (13,993)
Depreciation & amortisation 7 412 683
EBITDA continuing operations (7,030) (13,310)
EBITDA discontinued operations 5 8 4,844
EBITDA 4 (7,022) (8,466)
Adjustments for:
Shares and warrants issue to settle expenses 10 228 136
Share-based payment expense 30 1,620 760
Gain on derecognition of contingent consideration - (448)
Operating cashflow before working capital movements (5,174) (8,018)
(Increase)/decrease in trade and other receivables (2,643) 4,797
(Decrease) in trade and other payables (2,387) (6,841)
(Increase) in financial assets (5,120) (2,860)
(Decrease)/increase in financial liabilities (1,808) 2,800
Decrease in inventories 177 228
Increase in provisions 258 896
Increase / (decrease) in net accrued/deferred income - 5,875
Net cash (outflow) from operating activities (16,697) (3,123)
Cash flow from investing activities
Net cash on disposal of discontinued operations (including cash disposed) 5 22,874 -
Cash out from exercise of options in acquired business - (100)
Expenditure on intangible assets (18) (1,338)
Purchase of property, plant and equipment (13) (293)
Net cash inflow / (outflow) from investing activities 22,843 (1,731)
Cash flows from financing activities
Interest paid - (602)
Repayment of lease liabilities 20 (357) (738)
Proceeds from the issue of share capital, net of issue costs - 1,759
Proceeds from loans and borrowings 29 4,603 2,525
Repayment of borrowings 29 (8,707) -
Net cash (outflow) / inflow from financing activities (4,461) 2,944
Net increase / (decrease) in cash & cash equivalents 1,685 (1,910)
Cash & cash equivalents at the start of the period (ii) 632 2,542
Cash & cash equivalents at the end of the period (ii) 18 2,317 632
i. Following the identification of material accounting
misstatements, the Directors have restated the prior period comparatives. See
note 3 for further details and analysis.
ii. Cash & cash equivalents as at 1 January 2024 included a
balance of £35,000 included within the Energy Management Division
discontinued operation. The opening cash balance as at 1 July 2022 has been
restated to recognise an additional £740,000 in eEnergy EAAS Projects Limited
which had not previously been consolidated. See note 3 for further details.
Refer note 29 for net debt reconciliation.
Consolidated statement of changes in equity
For the period ended 31 December 2024
Share Share Reverse Other Foreign Accumulated Non- Total
capital ( iii) premium acquisition reserves currency losses controlling equity
reserve reserve (Restated) interest
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2022 16,373 47,360 (35,246) 261 (138) (5,985) (77) 22,548
Restatement of opening reserves - - - - - (2,404) - (2,404)
Balance at 30 June 2022 - (restated) iv 16,373 47,360 (35,246) 261 (138) (8,389) (77) 20,144
Loss for the period - - - - - (2,521) - (2,521)
Restatement to loss for the period - - - - - (10,073) - (10,073)
Other comprehensive loss - - - - (61) - - (61)
Total comprehensive profit for the period attributable to equity holders of - - - - (61) (12,594) - (12,655)
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 - (restated) 16,494 49,319 (35,246) 2,017 (199) (21,060) - 11,325
Loss for the year - - - - - (8,183) - (8,183)
Other comprehensive loss - - - - 317 - - 317
Total comprehensive profit for the year attributable to equity holders of the - - - - 317 (8,183) - (7,866)
parent
Warrants - - - 228 - - - 228
Share-based payment - - - 1,620 - - - 1,620
Recycling of share-based payment reserve - - - (1,762) - 1,762 - -
Total transactions with owners - - - 86 - 1,762 - 1,848
Balance at 31 December 2024 16,494 49,319 (35,246) 2,103 118 (27,481) - 5,307
i. Issue of share capital (non-cash) for settlement of contingent
consideration, relating to the acquisition of Utility Team 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 24.
iv Following the identification of material accounting misstatements,
the Directors have restated the prior and prior prior period comparatives.
This includes a restatement of £2,404,000 presented through the opening
accumulated losses as at 30 June 2022. See note 3 for further details and
analysis
Company statement of changes in equity
For the period ended 31 December 2024
Share Share Other Accumulated Total
capital ( i ) premium reserves losses equity
£'000 £'000 £'000 £'000 £'000
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
Loss for the year - - - (6,698) (6,698)
Total comprehensive loss for the year attributable to equity holders of the - - - (6,698) (6,698)
parent
Warrants - - 228 - 228
Share-based payment - - 1,620 - 1,620
Recycling of share-based payment reserve - - (1,762) 1,762 -
Total transaction with owners - - 86 1,762 1,848
Balance at 31 December 2024 16,494 49,319 2,069 (45,628) 22,254
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 2024
1 General information
eEnergy Group plc ('the Company') is a public limited company with its shares
traded on the AIM market of the London Stock Exchange. eEnergy Group plc is a
holding company of a group of companies (the 'Group').
eEnergy (AIM: EAAS) is the UK's leading digital energy services provider for
B2B and public sector organisations reducing customers' energy costs with LED
lighting, solar PV and EV charging. Customers either purchase our
energy-saving solutions outright (as capex) or we can provide a funded
solution using third-party finance. Either way, customers generate immediate
cash savings post the installation of an eEnergy project.
Our primary services include:
· Reduce: LED lighting and controls.
· Generate: Solar PV, ground mount, rooftop, and carport.
· Charge: EV charging and management software.
eEnergy has completed over 1,100 decarbonisation projects within the B2B and
public sector. eEnergy is #1 in the education sector, having worked with over
840 schools, and installed over half a million LED lights, and improved the
learning environment for over 443,000 students-enough to fill Wembley
Stadium almost five times over. With circa 70% of UK schools yet to
transition to LED lighting and over 90% yet to deploy solar, eEnergy estimates
a significant addressable market to install rooftop solar, LED lighting, and
EV charging infrastructure in UK schools.
Our vision is clear: make Net Zero possible and profitable for every
organisation. eEnergy is the market leader within the education sector and has
been awarded the Green Economy Mark by 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 2.24.
The financial statements present the results for the Group and the Company for
the 12-month period ended 31 December 2024. The comparative period is for the
18 months ended 31 December 2023, and those results have been restated as
outlined further in note 3. As such the results are not directly comparable
between the current 12 month period and prior period comparative.
The principal accounting policies are set out below and have, unless otherwise
stated, been applied consistently in the financial statements. The
consolidated financial statements are prepared in Pounds Sterling, which is
the Group and Company's functional and presentation currency, and are
presented to the nearest £'000.
The Energy Management Division, in accordance with IFRS 5, is disclosed
separately as a discontinued operation and classified as held for sale on the
31 December 2023 balance sheet.
The Company meets the definition of a qualifying entity under FRS 100
(Financial Reporting Standard 100) issued by the Financial Reporting Council.
During the current period eEnergy Group PLC has adopted Financial Reporting
Standard 101 Reduced Disclosure framework for the presentation of the single
entity financial statements, having previously presented under IFRS. There has
been no impact as a result in the adoption of this accounting framework to the
single entity financial statements, other than the disclosure exemptions
applied.
The Company only financial statements have therefore been prepared in
accordance with FRS 101 (Financial Reporting Standard 101) 'Reduced Disclosure
Framework' as issued by the Financial Reporting Council. As permitted by FRS
101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to share-based payment, financial instruments,
capital management and presentation of comparative information in respect of
certain assets, presentation of a cashflow statement, standards not yet
effective and related party transactions, Where required, equivalent
disclosures are given in the consolidated Group accounts.
The Directors have taken advantage of the exemption available under section
408 of the Companies Act and not presented a profit and loss account for the
Company alone. The Company had a loss for the year of £6,698,000 (2023: loss
of £5,742,000) and the Company received no dividend income in the current or
prior year.
2.2 Prior period adjustments
In Q4 of FY24 a forensic review uncovered widespread significant accounting
misstatements in each of the three accounting periods to 31 December 2024, all
of which have been adjusted for. The errors were principally around the
over-recognition of revenue, under-recognition of costs and errors in the
project accounting. We also identified further accounting misstatements
around the recognition of SPVs as principal as opposed to agent under IFRS 15,
bad debt provisioning and the lack of a provision for loss making contracts.
The results for the prior periods have been restated to correct the accounting
misstatements. This has resulted in a £2.4 million increase in the Adjusted
EBITDA loss for the year end 30 June 2022 and a £9.4 million increase in the
Adjusted EBITDA loss for the 18 months ended 31 December 2023. The balance
sheets for each period end have also been restated which has significantly
reduced the Group's net assets. At note 3, the restated Statement of
Comprehensive Income and Statement of Financial Position have been reconciled
to the reported results for the 18-month period to 31 December 2023 and the
balance sheet as at that date.
Since uncovering the accounting misstatements, we have overhauled the project
accounting methodology and put in place new financial controls to ensure that
the over-recognition of revenue and under-recognition of costs - which was the
principal issue driving the understatement of the reported losses - cannot
happen again. We have also corrected the accounting entries around the
recognition of revenue in the SPVs and tidied up the closing balance sheet to
remove balances that should have been written off in prior periods. Further
commentary on the prior year adjustments is set out in the Chief Financial
Officer's Overview.
2.3 New standards, amendments and interpretations
The Group has applied the following new standards and interpretations for the
first time for the annual reporting period commencing 1 January 2024:
• Amendments to IFRS 16: Lease Liability in a Sale and
Leaseback;
• Amendments to IAS 1: Classification of Liabilities as Current
or Non-Current;
• Amendments to IAS 1: Non-current Liabilities with Covenants:
and
• Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements.
The adoption of the standards and interpretations listed above has not led to
any changes to the Group's accounting policies or had any other material
impact on the financial position or performance of the Group.
2.4 New standards and interpretations not yet adopted
New standards and interpretations that are in issue but not yet effective are
listed below:
• Amendments to IAS 21: Lack of Exchangeability;
• Amendments to IFRS 9 and IFRS 7: Classification and
Measurement of Financial Instruments;
• Amendments to IFRS 10 and IAS 28: Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture;
• IFRS 18: Presentation and Disclosure in Financial Statements;
and
• IFRS 19: Subsidiaries without Public Accountability:
Disclosures.
With the exception of the adoption of IFRS 18, the adoption of the above
standards and interpretations is not expected to lead to any changes to the
Group's accounting policies nor have any other material impact on the
financial position or performance of the Group.
IFRS 18 was issued in April 2024 and is effective for periods beginning on or
after 1 January 2027. Early application is permitted and comparatives will
require restatement. The standard will replace IAS 1 Presentation of Financial
Statements and although it will not change how items are recognised and
measured, the standard brings a focus on the Statement of comprehensive income
and reporting of financial performance. Specifically, it classifies income and
expenses into three new defined categories - operating, investing and
financing and two new subtotals operating profit and loss and profit or loss
before financing and income tax, introduces disclosures of management defined
performance measures (MPMs) and enhances general requirements on aggregation
and disaggregation. The impact of the standard on the Group is currently being
assessed and it is not yet practicable to quantify the effect of IFRS 18 on
these consolidated financial statements, however there is no impact on
presentation for the Group in the current year given the effective date - this
will be applicable for the Group's 2027/28 Annual Report.
2.5 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 sale of the Energy Management Division in February 2024 facilitated the
repayment of virtually all of the Group's corporate debt facilities and
substantially strengthened the balance sheet. Other than the COVID Bounce
Back Loan of circa £30,000 and the NatWest Customer Funding Facility, there
was no external debt in the business as at 31 December 2024.
The Directors note that there is continued macroeconomic and geo-political
uncertainty. eEnergy is a contracting business and carefully manages its
sales pipeline to ensure new sales opportunities convert into revenue in
sufficient quantities and at sufficient margins to allow the business to
generate positive cash. The Directors believe the business is well placed to
continue to deliver strong growth in revenue and cash flow.
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.
2.6 Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases. Specifically, the results of subsidiaries disposed of during the year
are included in the Consolidated Statement of comprehensive income until the
date when the Company ceases to control the Company, as presented within the
share of results from discontinued operations prior to the sale of the Energy
Management business.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
value of the assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts of
acquiree's identifiable net assets.
Potential contingent consideration to be paid by the Group is assessed and
recognised at fair value at the acquisition date. Subsequent changes to the
fair value of contingent consideration is recognised either in profit or loss
or as a change to other comprehensive income.
Acquisition-related costs are expensed as incurred. Intercompany transactions,
intercompany balances and unrealised gains or losses on transactions between
Group companies are eliminated. Unrealised losses are also eliminated.
2.7 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 the period end, and income, expenses and cash flow items are
translated using the rate that approximates the exchange rates at the dates of
the transactions (i.e. the average rate for the period).
(ii) Transactions and balances
Transactions denominated in a foreign currency are translated
into the functional currency at the exchange rate at the date of the
transaction. Assets and liabilities in foreign currencies are translated to
the functional currency at rates of exchange ruling at the balance sheet date.
Gains or losses arising from settlement of transactions and from translation
at period-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of comprehensive income for
the period.
(iii) Group companies
The results and financial position of all the Group entities
that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet;
• income and expenses for each Statement of comprehensive income
are translated at approximately the average exchange rate during the period;
and
• all resulting exchange rate differences are recognised as a
separate component of equity.
On consolidation, exchange rate differences arising from the translation of
the net investment in foreign operations are taken to shareholders' equity.
When a foreign operation is partially disposed or sold, exchange differences
that were recorded in equity are recognised in the Statement of comprehensive
income as part of the gain or loss on sale.
2.8 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 Services, Group and the
Energy Management Division (which was disposed of on 9 February 2024). The
identified segments have independent revenue streams, established senior
managers and are consistent with how the Group consolidates and manages the
business.
The Directors also undertake analysis of the Group in order to identify plc
related costs from Group operating costs, in order to separately present the
specific costs to the Group as a result of being AIM listed.
2.9 Impairment of non-financial assets
Non-financial assets and intangible assets not subject to amortisation and are
tested annually for impairment at each reporting date and whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment review is based on discounted future cash flows at an assumed
discount rate of 12%. If the expected discounted future cash flow from the use
of the assets and their eventual disposal is less than the carrying amount of
the assets, an impairment loss is recognised in profit or loss and not
subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are largely independent cash flows (cash generating
units or 'CGUs').
2.10 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.
2.11 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured at amortised cost; and
· those to be measured through other comprehensive income.
The Group classifies financial assets as at amortised cost only if both of the
following criteria are met:
· the asset is held within a business model whose objective is to
collect contractual cash flows;
· the contractual terms give rise to cash flows that are solely
payment of principal and interest; and
· those to be measured subsequently at fair value through profit
or loss.
Financial instruments that meet the following conditions are measured
subsequently at fair value through other comprehensive income ('FVTOCI'):
· The financial asset is held within a business model who's
objective is achieved both by collecting contractual cash flows and selling
the financial assets; and
· The contractual terms of the financial asset give rise to
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Cash payments to eEnergy from customer installations funded using third-party
finance are recognised at amortised cost which is the net present value of
those cash flows to eEnergy. The financial asset is unwound over time as the
cash is received from the customer, the 'unwind' element is recognised as
revenue through the Statement of comprehensive income.
Amounts owed to funders reflect the capital obligation of the committed future
cashflows. The financial liabilities are 'unwound' over time via interest
expense recognised through the Statement of comprehensive income.
Loans from funders accrue interest which is recorded as an interest expense.
There are some timing differences between the recognition of interest as
income and the recognition of the interest expense.
b) Recognition
Purchases and sales of financial assets are recognised on the date of the
trade (that is, the date on which the Group commits to purchase or sell the
asset). Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
d) Debt instruments
Debt instruments are recorded at amortised cost: Assets that are held for
collection of contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost. Interest
income from these financial assets is included in finance income using the
effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/(losses)
together with foreign exchange gains and losses.
e) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. Impairment losses are
presented as a separate line item in the Statement of profit or loss.
2.12 Revenue recognition
Under IFRS 15: Revenue from Contracts with Customers, five key points to
recognise revenue have been assessed:
Step 1: Identity the contract(s) with a customer;
Step 2: Identity the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the
contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance
obligation.
The Group recognises revenue when the amount of revenue can be reliably
measured (i.e. there is a signed contact), it is probable that future economic
benefits will flow to the entity, and specific criteria have been met for each
of the Group's activities, as described below.
Where estimates are made, these are based on historical results, taking into
consideration the type of customer, the type of transaction and the specifics
of each arrangement. Where the Group makes sales relating to a future
financial period, these are deferred and recognised as 'deferred income' on
the Statement of financial position, with associated costs recognised as
contract assets / accrued costs based on the pro-rating for the stage of
completion of an installation.
Signed customer contracts reflect the value of revenue.
Energy Services Division (continuing operations)
Typically, on signing a contract, the Group recognises 30% of the contract net
revenue, together with 30% of the expected project costs associated with
delivering the contract. Revenue of 30% is recognised as the Group will have
already incurred substantial costs to be in position to provide an investment
grade fully costed, fully funded, fully planned installation with the key
details set out in the customer contract which is a fixed price contract (save
for any agreed variation orders). Once the project is underway, further
revenue and project costs are recognised each month by pro-rating revenue
between the start on site ('SOS') and expected finish on site ('FOS') dates.
This substantially reduces the potential for management override of controls
as the revenue to be recognised is based on the SOS and FOS dates agreed with
the client. Given the number of parties involved, the SOS and expected FOS
dates are important milestones on the project. Completion of the project is
evidenced by a signed customer 'certificate of acceptance' ('COA') at the end
of the project. The COA is shared with the third-party funder as evidence
that the project has been accepted by the client and the funder then advances
any remaining funding to eEnergy.
Where estimates on variation revenue (and variation project costs) are made,
these are based on analysis of the additional work being requested which are
agreed with the client and with any third-party contractors in advance in
writing. All contractors require a purchase order ('PO') from eEnergy before
they are permitted to commence work including any work on variation orders.
eEnergy's tight control of POs ensures that the contractors work to a simple
message of 'no PO no go' which prevents unauthorised third-party project costs
being incurred on projects.
There is typically a relatively small service and maintenance undertaking
included within the customer agreement and this may require the repair or
replacement of faulty products during the term of the agreement, typically
7-10 years. This performance obligation is not a material element of the
client agreement so the revenue is not separately recognised. An accrual for
potential future warranty costs is typically recognised as part of the cost of
sale.
Customers either contract to make payments to the Group as capex payments, or
to pay over the term of the contract (typically 7-10 years) to match their
usage of the technology. In the latter case, the Group may assign the majority
or all of its rights and obligations under a client agreement to a finance
partner. Neither that assignment, nor the timing of the customer payments,
changes the recognition of revenue under the contract. The installation
revenue will have been recognised in full by completion. If the contract
with the customer has a funded solution, the Group recognises the interest
income (and interest expense) over the life of the contract. Further details
are set out below.
2.13 Special Purpose Vehicle ('SPV') accounting and restatements
Introduction
Prior to the restatement in these accounts, eEnergy's Special Purpose Vehicle
accounting has not correctly differentiated between the different services
being provided by each Buildco (the Irish or UK company that installs the
projects) and the SPVs. SPVs contract directly with third-party customers for
Lighting- and Solar-as-a-Service contracts ('LaaS / SaaS'), while also
contracting directly with funders in order to finance these cashflows.
Installations are subcontracted internally to a Buildco within the eEnergy
Group. Upon review, management has identified that the SPVs operate as
principal under the LaaS and SaaS contracts and as such revenue is presented
gross, as are balances due from customers and due to funding providers. Prior
to the restatement in these accounts the Group incorrectly recognised the SPVs
as acting as agent on behalf of the Buildco, therefore netting revenue and
balances due from customers and due to funders. Restatements have
therefore been required to correctly recognise the associated build and
installation costs for each project in Buildco (not in the SPV) and to
recognise the finance income revenue in the SPV (not in Buildco).
Previously, certain installation costs were included within the SPVs but
should have been included within the Buildco. We have restated the statutory
results of each entity to reflect the contractual position of the contracts
for each of Buildco and the SPVs.
Buildco revenue no longer takes into account the financing component which is
now solely recognised in the SPVs over the life of the contract. The
financing component is recognised over time as the interest revenue unwinds
via the principal of amortised cost into the Statement of comprehensive income
as 'financing revenue'. Previous accounting treatment did not differentiate
between the two separate performance obligations for the net revenue
(installation obligation) and the provision of credit which is the financing
revenue which is in the SPV.
Prior to the restatement in these accounts, the full balance to be invoiced
under a funded contract was recognised as a trade receivable. This has been
restated in the prior year with a reclassification from trade receivables to
financial assets, to recognise the long term contractual cashflow due from the
customer, with the balance analysed between less than one year and greater
than one year. We have also correctly restated the liabilities to funders to
reflect the financial liability owed to those third parties, which had
previously been netted against contractual cash inflows.
The SPV contracts with third-party funders who advance funds to that SPV which
enables the SPV to pay the cost of the installation to one of the Group's two
Buildco businesses. The SPV remains responsible for the repayment of the
advance from the funder. If there is a shortfall in customer repayments, the
SPV must make up that difference to the funder. Essentially, the SPV
typically just makes a relatively small margin on the interest finance charged
by the funder.
For Buildco, the funded project revenue approach follows the same accounting
treatment for customer-funded CAPEX installation revenue. The project
accounting in Buildco is now treated consistently across both types of
contracted revenue (CAPEX and funded).
Funding Liabilities
In summary, there are three categories of funding which we recognise as being
distinct from each other. These are as follows:
Where the SPV sells the customer receivable to the funder but retains the
financial obligations to the funders with recourse. This scenario covers the
SOLAS, SUSI and Aquilla SPV arrangements. Funders make an upfront payment to
the SPV upon the completion of the installation and are subsequently repaid by
the SPV on an agreed monthly / quarterly basis over the term of the contract
as the SPV receives cash from the customer. The SPV has an obligation to make
repayments in line with the funders' payment schedules and as such, the SPV
recognises a financial liability at the amortised cost of the future payments
to the funder. Should a customer not pay the SPV, the SPV would need to keep
the funder 'whole' for the cost of the finance.
Prior to the restatement in these accounts these balances were either
in-complete, or were netted against the future cashflows due from customers.
This treatment was incorrect. The income stream from the customer is presented
separately on the balance sheet at amortised cost as a financial asset and the
interest revenue is recognised in the SPV over time with an interest expense
below EBITDA reflecting the interest charge on the third-party funding.
Where funders (e.g. Siemens) advance funds to a Buildco but without recourse
to eEnergy re non-payment by customers. In this scenario, Buildco contracts
with each third-party funder and each customer directly. This is because
once the project is complete, eEnergy passes the customer details onto the
third-party funder and the customer pays the third-party funder directly until
the end of the contract. There is no recourse for non-payment by the
customer back to eEnergy.
With the NatWest facility, the structure of the funding arrangement is that
NatWest provides a loan / debt facility directly to eEnergy secured against
customer receivables. This loan requires eEnergy to service the facility
itself directly with NatWest. There is no sale of customer receivables to
NatWest as there is in the first category above. Effectively the NatWest
customer contracts are collatorised as security and if eEnergy defaults on the
loan, NatWest may seize and sell the assets to offset its loss.
Warranty obligations
Product vendors to the Group provide a wide-ranging warranty over products
over the duration of the project life. The cost of any replacement materials
and their installation costs in the first few years of the contract are
typically covered by vendors and subsequent to that, the materials are still
typically covered by the vendor. The risk and reward for warranty work is
not held by the SPV but is held by Buildco. As essentially most of the risk
for warranty costs is contracted back-to-back with the vendors, the element of
the revenue for warranty is considered immaterial and as such, no separate
performance obligation is recognised for provision of O&M and warranty
services.
2.14 Share-based payments
The cost of equity-settled transactions with employees and Directors is
measured by reference to the fair value of the equity instruments 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
Statement of comprehensive income, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified, or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative. Where an
equity-settled award is cancelled, it is treated as if it had vested on the
date of cancellation, and any cost not yet recognised in the profit and loss
account for the award is expensed immediately. Any compensation paid up to the
fair value of the award at the cancellation or settlement date is deducted
from equity, with any excess over fair value expensed in the profit and loss
account.
2.15 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.
2.16 Intangible assets
Intangible assets acquired as part of a business combination or asset
acquisition, other than goodwill, are initially measured at their fair value
at the date of acquisition. Intangible assets acquired separately are
initially recognised at cost.
Amortisation is charged to write off the cost less estimated residual value of
intangible assets on a straight line basis over their estimated useful lives
which are:
• Brand and trade names 10 years
• Customer relationships 11 years
• Software (including in-house developed software) 3-10
years
Estimated useful lives and residual values are reviewed each year and amended
as required.
Indefinite life intangible assets comprise goodwill which is not amortised and
are subsequently measured at cost less any impairment. The gains and losses
recognised in profit or loss arising from the derecognition of intangible
assets are measured as the difference between net disposal proceeds and the
carrying amount of the intangible asset.
Other intangible assets are tested for impairment whenever events or changes
in circumstances indicate that the carrying amount might not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs of disposal and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or group of assets (cash
generating units) which is essentially the results of the Group.
Goodwill impairment reviews are undertaken at the half year and for the annual
results, or more frequently if events or changes in circumstances indicate a
potential impairment. The method and useful lives of finite life intangible
assets are reviewed annually. Changes in the expected pattern of consumption
or useful life are accounted for prospectively by changing the amortisation
method or period.
2.17 Inventories
Inventory is effectively included as part of deferred project costs which are
captured and recognised on the balance sheet and expensed to the Statement of
comprehensive income each month as part of the routine project accounting
adjustments. The Group does not maintain an inventory warehouse products
generally shipped directly to the client site (hence the importance of the SOS
date) and with any surplus stock typically returned to vendors post project
completion.
Inventories were stated at the lower of cost and net realisable value. Cost
was 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.
2.18 Leases
The Group leases two properties in Ireland, it head office in London 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.
On moth-balling its Irish operations in late 2024, the Group planned to exit
the two leases in Ireland for its small warehouse and small office.
Provision for the costs of breaking those leases has been made in the FY2024
financial statements.
2.19 Equity
Share capital is determined using the nominal value of shares that have been
issued.
The share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the share premium account, net of any
related income tax benefits.
The reverse acquisition reserve includes the accumulated losses incurred prior
to the reverse acquisition, the share capital of eLight Group Holdings Limited
at acquisition, the reverse acquisition share-based payment expense as well as
the costs incurred in completing the reverse acquisition.
Put options in relation to acquisitions where it is determined that the
non-controlling interest has present access to the returns associated with the
underlying ownership interest the Group has elected to use the present-access
method. This results in the fair value of the option being recognised as a
liability, with a corresponding entry in other equity reserves.
Accumulated losses includes all current and prior period results as disclosed
in the Statement of comprehensive income other than those transferred to the
reverse acquisition reserve.
2.20 Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit
or loss differs from profit or loss as reported in the Statement of
comprehensive income because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The asset or liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax
bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and where it is probable that the temporary difference
will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
The Organisation for Economic Co-operation and Development ('OECD') G20
Inclusive Framework on Base Erosion and Profit Sharing published the Pillar
Two model rules designed to address the tax challenges arising from the
digitalisation of the global economy. In response to this complex new tax
legislation and to allow stakeholders time to assess its implications, on 23
May 2023, the IASB issued amendments to IAS 12 Income taxes introducing a
mandatory temporary exemption to the requirements of IAS 12 under which a
company does not recognise or disclose information about deferred tax assets
and liabilities related to the proposed OECD/G20 BEPS Pillar Two model rules.
The Group has applied the temporary exemption at 31 December 2024.
2.21 Borrowings and borrowing costs
Borrowings are recognised initially at fair value, net of transaction costs.
Borrowings are subsequently carried at amortised cost. Any difference between
the proceeds (net of transaction costs) and the redemption value is recognised
in the Statement of comprehensive income over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan
facilities are capitalised as a prepayment for liquidity services and
amortised over the period of the loan to which it relates.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period.
2.22 Adjusting items and non-Generally Accepted Accounting Principles ('GAAP')
performance measures
Adjusting items are those items which, in the opinion of the Directors, should
be excluded in order to provide a consistent and comparable view of the
underlying performance of the Group's ongoing business. Generally, Adjusting
items include those items that do not occur often and are material.
Adjusting items include i) the costs incurred in delivering the 'Buy &
Build' strategy associated with acquisitions and strategic investments; (ii)
incremental costs of restructuring and transforming the Group to integrate
acquired businesses (iii) costs incurred with regards the disposal of the
Energy Management Division during the period and (iv) share-based payments.
We believe the non-GAAP performance measures presented, along with comparable
GAAP measurements, are useful to provide information to shareholders with
which to measure the Group's performance, and its ability to invest in new
opportunities. Management uses these measures with the most directly
comparable GAAP financial measures in evaluating operating performance and
value creation. The primary measure is Earnings before Interest, Tax,
Depreciation and Amortisation ('EBITDA') and Adjusted EBITDA, which is the
primary measure adopted by the Board to assess the profitability of the Group
before Adjusting items. These measures are also consistent with how the
underlying business performance is measured internally. The Group also reports
profit or loss before Adjusting items which is net income, before tax and
before Adjusting items as a secondary measure of the underlying financial
performance of the Group.
The Group separately reports Adjusting items within their relevant Statement
of comprehensive income line as it believes this helps provide a better
indication of the underlying performance of the Group. Judgement is required
in determining whether an item should be classified as an Adjusting item or
included within underlying results. Reversals of previous Adjusting items are
assessed based on the same criteria.
Non-GAAP financial measures should not be considered in isolation from, or as
a substitute for, financial information presented in compliance with GAAP.
2.23 Assets and Liabilities classified as held for sale and discontinued
operations
Assets and liabilities are classified as held for sale if their carrying
amount will be recovered or settled principally through a sale transaction
rather than through continuing use and a sale is considered highly probable.
Assets are measured at the lower of their carrying value and fair value less
costs to sell. An impairment loss is recognised for any subsequent write-down
of the asset to fair value less costs to sell.
A discontinued operation is a component of the Group that has disposed of or
is classified as held for sale and represents a separate major line of
business or geographical area of operations. The results of discontinued
operations are presented separately in the Statement of comprehensive income,
including comparatives.
2.24 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 post-tax discount rate.
Further details are disclosed within note 14. Uncertainty about these
assumptions could result in outcomes that require a material adjustment to the
carrying amount of goodwill in future periods.
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 was 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. During the prior
financial period all Brand and Customer Relationship Intangibles were
transferred to discontinued operations as part of the sale of the Energy
Management business which completed on 9 February 2024. The value of
intangible assets, excluding goodwill, at 31 December 2024 is £433k (2023:
£455k), which relates to computer software.
Contingent consideration
No deferred consideration has been recognised in the balance sheet as at 31
December 2024 in respect of the sale of the Energy Management Division on the
basis that the probability of any deferred consideration arising in the
measurement period that ends on 30 September 2025 is considered highly remote.
3 Restatement of Prior Periods
The presentation of the Consolidated statement of comprehensive income has
also been updated from the prior period. Prior period operating expenses of
£13,064,000 have been split between administrative expenses (£12,069,000)
and distribution costs (£995,000). £11,585,000 previously included in
operating expenses in addition to depreciation, amortisation and impairment of
£683,000 are presented within administrative expenses of
£12,752,000.Interest income (£nil) and interest expense (£1,947,000) are
now presented separately having previously been presented net. Subsequently
these balances have been restated as detailed below.
Following review of the financial statements, the Directors have decided to
restate the prior period comparatives in order to appropriately reflect the
nature of business including project accounting, special purpose vehicle
('SPV') accounting and correct for a series of other historic errors
identified on review. The change in presentation and results gives financial
statements that provide more reliable and relevant information about the
effects of transactions and the operations of the eEnergy Group. Therefore the
prior year financial statements have been restated in relation to three groups
of adjustments, as detailed below:
• Contract Accounting. Net impact to the continuing operations
is a reduction to revenue of £4,079,000, increase in cost of sales of
£2,146,000 and increase in loss before tax of £6,225,000 in the prior period
comparative and a further £2,000,000 of brought forward accumulated losses as
at 1 July 2022. Total reduction to net assets as at 31 December 2023 was
£8,225,000.
• SPV accounting. Net impact to continuing operations is a
reduction in revenue of £205,000, increase in administrative expenses of
£690,000 and increase in finance costs of £403,000, increasing loss before
tax by £1,298,000 in the prior period comparative, in addition to a further
£404,000 of brought forward accumulated losses as at 1 July 2022. Total
reduction to net assets as at 31 December 2023 was £1,702,000.
• Other adjustments. Net impact to continuing operations
increasing cost of sales by £200,000 and administrative expenses by
£2,350,000 (of which £250,000 are classified as adjusting items), increasing
loss before tax by £2,550,000 for the prior period comparative. Total
reduction to net assets as at 31 December 2023 was £2,550,000.
During the current year the cumulative impact of restatements to the prior
period comparatives are as follows:
Consolidated statement of comprehensive Income Previously reported Restatements After restatement
18 months to 31 December 2023 Contract Accounting SPV Accounting Other 18 months to 31 December 2023
£'000 £'000
£'000 £'000
£'000
Continuing operations
Revenue from contracts with customers 26,316 (4,079) (205) - 22,032
Cost of sales (16,892) (2,146) - (200) (19,238)
Administrative expenses (12,752) - (690) (2,350) (15,792)
Operating profit (4,323) (6,225) (895) (2,550) (13,993)
Interest expense (1,947) - (403) - (2,350)
Loss for the year from continuing and discontinued operations (2,521) (6,225) (1,298) (2,550) (12,594)
*the table above only presents the financial statement line items impacted by
the restatement
During the current year the cumulative impact of restatements to the prior
period comparatives are as follows:
Consolidated statement of financial position Previously reported Restatements After restatement
18 months to 31 December 2023 Contract Accounting SPV Accounting Other 18 months to 31 December 2023
£'000 £'000
£'000 £'000
£'000
NON-CURRENT ASSETS
Financial assets - - 8,286 - 8,286
Deferred tax asset 1,138 - - - 1,138
CURRENT ASSETS
Trade and other receivables 14,418 (6,475) (3,596) (1,925) 2,422
Financial assets - - 1,621 - 1,621
NON-CURRENT LIABILITIES
Financial liability - - (10,405) - (10,405)
CURRENT LIABILITIES
Trade and other payables (15,203) (1,119) 2,407 (625) (14,540)
Provisions - (631) (15) - (646)
NET ASSETS 23,802 (8,225) (1,702) (2,550) 11,325
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Accumulated losses (8,583) (8,225) (1,702) (2,550) (21,060)
TOTAL EQUITY 23,802 (8,225) (1,702) (2,550) 11,325
*the table above only presents the financial statement line items impacted by
the restatement
Consolidated statement of financial position Previously reported Restatements After restatement
12 months to 30 June 2022 Contract Accounting SPV Accounting Other 12 months to 30 June 2022
£'000 £'000 £'000 £'000
£'000
NON-CURRENT ASSETS
Financial assets - - 6,163 - 6,163
CURRENT ASSETS
Trade and other receivables 16,022 (2,000) (116) - 13,906
Financial assets 21 - 1,069 - 1,090
Cash and cash equivalents 1,802 - 740 - 2,542
NON-CURRENT LIABILITIES
Financial liability - - (8,210) - (8,210)
CURRENT LIABILITIES
Trade and other payables (16,802) - (50) - (16,852)
NET ASSETS 22,548 (2,000) (404) - 20,144
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Accumulated losses (5,985) (2,000) (404) - (8,389)
TOTAL EQUITY 22,548 (2,000) (404) - 20,144
*the table above only presents the financial statement line items impacted by
the restatement
The individual restatements are detailed as follows:
Contract accounting
Following a review of the contract accounting for the construction and
installation of projects within the Energy Services Division, management
reassessed their view as to how revenue should be recognised and the correct
recognition for accrued and deferred income based on the percentage completion
of project performance obligations and associated billing schedules. Contract
accounting has been restated to reflect the correct delivery of performance
obligations as they are satisfied through the completion of each project
installation, in addition to correct gross profit margins by project and
recognition of onerous contract provisions.
Across the portfolio of Energy Services contracts management restated revenue
by £4,079,000 in order to reflect the satisfaction of performance obligations
over the delivery of each project installation. Furthermore, in order to
correctly match cost of sales against the unwind of performance obligations
and additional £2,146,000 of cost of sales in order to recognise correct
gross profit margins by project, which also included an onerous contract
expense of £631,000. In order to correctly recognise the satisfaction of
performance obligations in the correct period, the opening accumulated losses
as at 1 January 2023 were reduced by a further £2,000,000.
As part of the correction of the closing balance sheet position as at 31
December 2023 to align contract accounting with the correct recognition of the
satisfaction of performance obligations, accrued income was reduced by
£4,883,000, Alongside the decrease in revenue the Group recognised an
increase in accrued expenses by £1,515,000, increase in deferred income by
£3,406,000 and a decrease in other creditors by £2,200,000.
As part of the recognition of onerous contract provisions, an increase in the
onerous contract provision of £631,000 was recognised in the prior period
giving a closing balance of £631,000.
The Statement of financial position for the year ended 30 June 2022 was
restated such that accrued income was reduced by £2,000,000.
The net impact of these adjustments reduced the opening net assets as at 1
July 2022 by £2,000,000, and the closing net assets by £8,235,000.
SPV accounting
Following a review by management of the Lighting-as-a-Service (LaaS) and
Solar-as-a-Service (SaaS) contracts provided by the Group's Special Purpose
Vehicles (SPVs), management reassessed their view on the recognition of these
entities as principal under IFRS 15, with the installation works recognised as
a subcontracted service to Buildco's within the Group. As a result, historic
financing revenue and interest expense on financial liabilities are restated
so as not to be netted within the Statement of comprehensive income, while the
financial assets for contracted future cashflows from customers and financial
liabilities for the repayment of balances to SPV funding partners are also
restated to be presented separately on the Statement of financial position.
Costs are also reclassified so that they are correctly allocated to Buildco's
within the Group structure, while the satisfaction of performance obligations
for the unwind of financing revenue was also corrected.
Revenue from contracts with customers was reduced in the prior period by
£205,000 in order to correctly recognise the unwind of financing revenue for
the SPVs, while administrative expenses were also increased by £690,000.
Finance costs of £403,000 were recognised for the unwind of financial
liabilities due to third-party funders. The opening accumulated losses were
also restated by £404,000 in order to correctly recognise the fulfilment of
performance obligations under the provision of LaaS and SaaS contracts by the
SPVs.
Balances on the Statement of financial position that were previously netted
are now restated to be presented gross as the correct presentation. This
included the financial assets in relation to contracted future cashflows from
LaaS and SaaS customers which were offset against the financial liabilities
due to funding counterparties including SUSI, SOLAS and Attika. As such,
non-current financial assets of £8,286,000 and current financial assets of
£1,621,000 are recognised for the contracted future cashflows from LaaS and
SaaS contracts. Non-current financial liabilities of £10,405,000 are
recognised in relation to the outstanding liabilities due to the SPV funding
partners. Following the recognition of financial assets, trade receivables
were reduced by £3,143,000 and accrued revenue was reduced by £453,000.
Trade payables were reduced by £82,000 and deferred income was reduced by
£2,526,000, which was offset by an increase in accrued expenses by £201,000.
Provisions were increased by £15,000 in relation to O&M provisions not
previously recognised.
The 30 June 2022 comparative Statement of financial position was restated in
order to recognise the inclusion of eEnergy EAAS Projects Limited which
previously was not included as part of the consolidated results for the Group.
This led to the recognition of an additional £740,000 of cash not previously
recognised, £6,163,000 of non-current financial assets, £1,069,000 of
current financial assets, £8,210,000 of financial liabilities £50,000 of
trade and other payables and a reduction of £116,000 to trade and other
receivables.
The net impact of these adjustments reduced opening net assets as at 1 July
2022 by £404,000 and the closing net assets were reduced by £1,702,000.
Other adjustments
Following the disposal of the Energy Management Division, management has
undertaken a review of the controls and reporting environment for the
continuing operations. As part of the review a number of material historic
errors were recognised, which required restatement in the prior period
comparatives.
Following improvements to the transactional processing environment, management
identified £2,100,000 of receivables that are not considered recoverable. As
such a bad debt expense of £2,100,000 was recognised, decreasing trade
receivables by £1,925,000 and increasing deferred income by £175,000.
Following improvements to the Group's control environment, a number of
additional liabilities were identified. This includes £200,000 cost of sales
in relation to the restructuring of funding frameworks, and a further balance
of £250,000 of other adjusting items within administrative expenses, leading
to an increase in accrued expenses of £450,000.
The net impact of these adjustments decreases net assets as at 31 December
2023 by £2,550,000.
4 Segmental reporting
The following information is given about the Group's reportable segments:
The Chief Operating Decision Maker is the Board of Directors. The Board
reviews the Group's internal reporting in order to assess performance of the
Group and has determined that in the period ended 31 December 2024 the Group
had three operating segments, being Energy Management, Energy Services and
Group's Central costs.
On 9 February 2024, the Group sold its Energy Management business segment,
hence the results and net asset position for Energy Management being reported
as a discontinued operation, as presented in note 5.
Energy Services and Group Central in aggregate, form the continuing operations
of the Group.
2024 Energy Group Energy 2024
Services Central Management i
£'000 £'000 £'000 £'000
Revenue - UK 24,310 - 1,239 25,549
Revenue - Ireland 747 - - 747
Revenue - Total 25,057 - 1,239 26,296
Cost of sales (16,374) - (280) (16,654)
Gross profit 8,683 - 959 9,642
Adjusted administrative expenses and distribution costs (5,551) (2,571) (951) (9,073)
Adjusted EBITDA 3,132 (2,571) 8 569
Depreciation and amortisation (112) (300) (40) (452)
Finance and similar charges (1,417) (643) - (2,060)
Profit (loss) before adjusting items and tax 1,603 (3,514) (32) (1,943)
Adjusting items ii 5,339 (12,930) - (7,591)
Profit (loss) before tax 6,942 (16,444) (32) (9,534)
Income tax 1,644 - (293) 1,351
Profit (loss) after adjusting items and tax 8,586 (16,444) (325) (8,183)
Net assets
Assets 22,286 7,252 - 29,538
Liabilities (23,094) (1,137) - (24,231)
Net assets (liabilities) (808) 6,115 - 5,307
i. Discontinued operations - refer note 5.
ii. Adjusted administrative expenses and distribution costs are stated
before depreciation and amortisation and adjusting items
2023 Energy Group Energy 2023
Services Central Management ( i) (Restated)
(Restated) (Restated)
£'000 £'000 £'000 £'000
Revenue - UK 20,060 - 19,318 39,378
Revenue - Ireland 1,972 - 1,972
Revenue - Total 22,032 - 19,318 41,350
Cost of sales (19,238) - (4,324) (23,562)
Gross profit 2,794 - 14,994 17,788
Adjusted administrative expenses and distribution costs (ii) (9,403) (3,044) (9,684) (22,131)
Adjusted EBITDA (6,609) (3,044) 5,310 (4,343)
Depreciation and amortisation (196) (487) (1,315) (1,998)
Finance and similar charges (522) (1,828) (44) (2,394)
Profit (loss) before adjusting items and tax (7,327) (5,359) 3,951 (8,735)
Adjusting items (ii) (692) (2,965) (466) (4,123)
Loss before tax (8,019) (8,324) 3,485 (12,858)
Income tax 333 - (69) 264
Profit (loss) after Adjusting items and tax (7,686) (8,324) 3,416 (12,594)
Net assets
Assets 15,378 3,940 34,997 54,315
Liabilities (23,199) (11,939) (7,852) (42,990)
Net assets (liabilities) (7,821) (7,999) 27,145 11,325
i. Discontinued operations - refer note 5.
ii. Adjusted administrative expenses and distribution costs are stated
before depreciation and amortisation and adjusting items
2024 2024 2023
(Restated)
£'000 £'000
Revenue - UK 25,549 39,378
Revenue - Ireland 747 1,972
Revenue - Total 26,296 41,350
Cost of sales (16,654) (23,562)
Gross profit 9,642 17,788
Adjusted administrative expenses and distribution costs before plc costs (ii) (6,502) (19,087)
Adjusted EBITDA (excluding plc costs) 3,140 (1,299)
Plc costs (2,571) (3,044)
Adjusted EBITDA 569 (4,343)
Depreciation and amortisation (452) (1,998)
Finance and similar charges (2,060) (2,394)
Loss before adjusting items and tax (1,943) (8,735)
Adjusting items (7,591) (4,123)
Loss before tax (9,534) (12,858)
Income tax 1,351 264
Profit (loss) after Adjusting items and tax (8,183) (12,594)
i. Above presentation includes discontinued and continuing operations.
ii. Adjusted administrative expenses and distribution costs are stated
before depreciation and amortisation and adjusting items. Plc costs are also
excluded
5 Discontinued operations
During the year, the Group disposed of its wholly owned Energy Management
Division to Flogas Britain Limited.
The Energy Management Division within the Group comprise the following
subsidiaries:
• eEnergy Consultancy Limited;
• eEnergy Insights Limited; and
• Energy 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:
2024 2023
£'000 £'000
Sales revenue 1,239 19,318
Cost of sales (280) (4,324)
Gross profit 959 14,994
Adjusted administrative expenses and distribution costs (i) (951) (10,150)
Adjusting items - added back - 466
Adjusted earnings before interest, taxation, depreciation and amortisation - 5,310
Earnings before interest, taxation, depreciation and amortisation 8 4,844
Depreciation, amortisation and impairment (40) (1,315)
Interest expense - (44)
(Loss) / profit before tax (32) 3,485
Tax (293) (69)
(Loss) / profit after tax (325) 3,416
i Adjusted administrative expenses and distribution costs are stated
before depreciation and amortisation and adjusting items
Statement of cash flows:
2024 2023
£'000 £'000
Adjusted earnings before interest, taxation, depreciation and amortisation 8 5,310
Adjusting Items - (466)
Earnings before interest, taxation, depreciation and amortisation 8 4,844
Movements in working capital 283 (3,768)
Net cash flows from operating activities 291 1,076
Net cash flows from investing activities - (1,397)
Net cash flows from financing activities - (149)
Net decrease in Cash & Cash Equivalents 291 (470)
Cash & Cash Equivalents at the start of the period 35 505
Cash & Cash Equivalents at the end of the period 326 35
Assets and liabilities of the Energy Management Division classified as held
for sale:
As at As at
9 February 2024 31 December 2023
£'000 £'000
Non-current assets classified as held for sale
Property, plant and equipment 146 170
Intangible assets 25,048 25,064
Right-of-use assets 68 37
Deferred tax asset/(liability) (449) (194)
24,813 25,077
Current assets classified as held for sale
Inventories 224 239
Trade and other receivables 9,903 9,603
Other current assets 44 44
Cash and cash equivalents 326 34
10,497 9,920
TOTAL ASSETS 35,310 34,997
Current liabilities classified as held for sale
Trade and other payables 8,111 7,809
Lease liability 75 41
Borrowings 2 2
8,188 7,852
TOTAL LIABILITIES 8,188 7,852
NET ASSETS OF THE DISPOSAL GROUP 27,122 27,145
Gain / (loss) on disposal of the Energy Management Division
2024
£'000
Consideration received and to be received 25,000
Net assets disposed of as at date of sale (27,122)
Disposal costs (1,800)
Loss on disposal (3,922)
Consideration consists of:
Cash 25,000
Deferred consideration (i) -
Total consideration 25,000
i. Initial deferred consideration of £5.5 million was recognised based on
future performance of the Energy Management business, but as at 31 December
2024 management have made the judgement that the performance conditions will
not be achieved and hence the balance has been set to £nil.
Net cashflow arising on disposal
2024
£'000
Consideration received 25,000
Cash and cash equivalents disposed of (326)
Cash outflows for disposal transaction fees and bonuses (1,800)
Net cashflow arising on disposal 22,874
Disposal costs included:
2024
£'000
Third-party advisor fees (764)
Bonuses (1,036)
Net cashflow arising on disposal (1,800)
6 Revenue from contracts with customers
12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
Sales revenue 25,057 22,053
Energy credits - (21)
25,057 22,032
In the current year there were no customers (2023: nil) accounting for greater
than 10% of the Group's revenue totalling £25,057,000 (2023 restated:
£22,032,000). Included within the current year revenue recognised is a
balance of £1,689,000 which had been recognised as deferred income at the
close of the prior period (2023: £2,809,000).
12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
Point in time - installation at customer premises 25,057 22,032
25,057 22,032
7 Administration expenses
The breakdown of administrative expenses by nature is as follows:
12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
Wages and salaries 4,997 7,248
Rent, utilities and office costs 68 75
Professional fees 915 713
Adjusting items - refer below 7,591 3,657
Bad debt write-off - 2,100
Amortisation and Depreciation 412 683
Other expenditure 872 1,316
14,855 15,792
Wages and salaries does not include staff commissions costs, which are
separately included as part of the cost of sales.
Adjusting Items - Non-GAAP Measure
The business is managed and measured on a day-to-day basis using underlying
results (Adjusted EBITDA), a non-GAAP measure. This is an important metric
utilised within the business to monitor performance and guide strategic
business decisions. The metric captures the Group's view of underlying trading
performance after excluding non-recurring items and initial investment/set-up
costs related to establishing the Group's warehousing and logistics
facilities. Further details of the categories considered as adjusting items
are detailed in the table below. Management applies judgement in determining
which items should be excluded from Adjusted EBITDA.
The considerations factored into this judgement include, but are not limited
to:
· nature of the item;
· significance of the item on the financial results; and
· management's expectation on the recurring or non-recurring nature
of the item.
These are items which are material in nature and include, but are not limited
to, changes in the initial recognition of contingent consideration,
integration and restructuring costs, acquisition and disposal related costs,
loss on disposal of the Energy Management Division and share-based payment
expense.
Note 12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
Changes to the initial recognition of contingent consideration - (448)
Integration & restructuring costs 2,049 824
Acquisition & disposal related costs - 2,521
Loss on disposal of Energy Management Division 5 3,922 -
Share-based payment expense 30 1,620 760
7,591 3,657
8 Auditor's remuneration
12 months to 18 months to
31 December 31 December
2024 2023
£'000 £'000
Fees payable to the Company's auditor for the audit of Parent Company and 120 100
consolidated financial statements
Over runs from prior period 45 -
165 100
9 Staff costs and Directors' remuneration
Directors' remuneration for the Group and the Company is set out in the report
of the Remuneration Committee.
The aggregate staff costs for the year were as follows:
Group Company
12 months to 18 months to 12 months to 18 months to
31 December 31 December 31 December 31 December
2024 2023 2024 2023
(Restated)
£'000 £'000 £'000 £'000
Wages and salaries 4,869 7,138 1,174 2,867
Social security costs 524 890 128 251
Pension costs 98 49 16 27
Share-based payment expense 1,620 760 1,620 760
7,111 8,837 2,938 3,905
On average, excluding Non-Executive Directors, the Group and Company employed
25 technical staff members (2023: 20) 13 sales staff members (2023: 34) and 35
administration and management staff members (2023: 68). Please see Directors'
report, for disclosure of highest paid Director and emolument breakdown.
Headcount figures include staff within the Energy Management business reported
as part of the discontinued operation, who left the Group following the
completion of the sale transaction on 9 February 2024. The Group also wound
down its Irish operations which further contributed to the year-on-year
reduction in headcount.
The prior period Group comparatives were restated to include commissions costs
of £829k within Wages and Salaries which are analysed as part of cost of
sales.
10 Finance income and expenses
12 months to 18 months to
31 December 31 December
(Restated)
2024 2023
£'000 £'000
Interest expense - borrowings 482 1,007
Unwind of financial liabilities 631 578
Finance charge on leased assets 94 114
Loss/(gain) on foreign exchange 803 (91)
Warrants issued 228 136
Other finance costs 79 606
2,317 2,350
Interest income (257) -
Finance costs - net 2,060 2,350
11 Taxation
12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
The charge/(credit) for period is made up as follows:
Current tax charge/(credit)
Adjustments in respect of prior years (18) -
Group relief adjustment in respect of prior years 219 -
Deferred tax credit (note 22)
Origination and reversal of temporary differences 1,443 79
Deferred tax adjustment in respect of prior year - 254
Total tax credit for the year 1,644 333
Reconciliation of effective tax rate
Loss before income tax (9,502) (16,343)
Income tax applying the UK corporation tax rate of 25% (2023: 22%) 2,376 3,594
Effect of tax rate in foreign jurisdiction (217) (88)
Non-deductible expenses (1,095) (647)
Impact of tax rate change - -
Movement in unrecognised deferred tax asset 550 (2,163)
Group relief surrendered - (617)
Prior year adjustment 202 254
Other tax differences (172) -
Income credit (charge) for the year 1,644 333
The movements in deferred tax are described in note 22.
Factors affecting the future tax charge
The standard rates of corporation tax in Ireland is 12.5% and the main rate of
corporation tax in the UK is 25% and a 19% small profits rate of corporation
tax was introduced for companies whose profits do 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 period.
Earnings per share 12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
Loss for the period (8,183) (12,594)
Weighted number of ordinary shares in issue 387,224,625 353,952,474
Basic earnings per share - pence (2.11) (3.56)
Weighted number of dilutive instruments in issue - -
Weighted number of ordinary shares and dilutive instruments in issue 387,224,625 353,952,474
Diluted earnings per share - pence (2.11) (3.56)
Earnings per share continuing 12 months to 18 months to
31 December 31 December
2024 2023
(Restated)
£'000 £'000
Loss for the period from continuing operations (7,858) (16,010)
Weighted number of ordinary shares in issue 387,224,625 353,952,474
Basic earnings per share from continuing operations - pence (2.03) (4.52)
Weighted number of dilutive instruments in issue - -
Weighted number of ordinary shares and dilutive instruments in issue 387,224,625 353,952,474
Diluted earnings per share from continuing operations - pence (2.03) (4.52)
Earnings per share discontinuing 12 months to 18 months to
31 December 31 December
2024 2023
£'000 £'000
(Loss) / profit for the period from discontinuing operations (325) 3,416
Weighted number of ordinary shares in issue 387,224,625 353,952,474
Basic earnings per share from discontinuing operations - pence (0.08) 0.97
Weighted number of dilutive instruments in issue - -
Weighted number of ordinary shares and dilutive instruments in issue 387,224,625 353,952,474
Diluted earnings per share from discontinuing operations - pence (0.08) 0.97
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 30 for further details.
13 Property, plant and equipment
Group Property, Computer Total
plant & Equipment
equipment
£'000 £'000 £'000
Cost
Opening balance 1 July 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
Additions in the year 10 3 13
Gain on foreign exchange 41 6 47
Disposals in the year (30) - (30)
Transfers in the year 14 (14) -
At 31 December 2024 659 34 693
Depreciation
Opening balance 1 July 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)
Charge for the year (73) (3) (76)
Loss on foreign exchange (40) (6) (46)
Disposals in the year 27 - 27
Transfers in the year - - -
At 31 December 2024 (434) (32) (466)
Net book value 31 December 2023 276 16 292
Net book value 31 December 2024 225 2 227
1. Depreciation charge for the prior period includes £217,000 PPE &
£14,000 Computer Equipment relating to discontinued operations.
Company Property, Total
plant &
equipment
£'000 £'000
Cost
Opening balance 1 July 2022 106 106
Additions in the period 20 20
At 31 December 2023 126 126
Additions in the year 19 19
At 31 December 2024 145 145
Depreciation
Opening balance 1 July 2022 (78) (78)
Charge for the period (22) (22)
At 31 December 2023 (100) (100)
Charge for the year (26) (26)
At 31 December 2024 (126) (126)
Net book value 31 December 2023 26 26
Net book value 31 December 2024 19 19
14 Intangible assets
The intangible assets primarily relate to the goodwill and separately
identifiable intangible assets arising on the Group's acquisitions. The Group
tests the intangible asset for indications of impairment at each reporting
period, in line with accounting policies.
Goodwill Software Customer Brand Total
relationships
£'000 £'000 £'000 £'000 £'000
Cost
Opening balance 1 July 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
Additions in the year - 18 - - 18
Loss on foreign exchange - (12) - - (12)
At 31 December 2024 3,010 502 - - 3,512
Amortisation
Opening balance 1 July 2022 - (219) (433) (1,594) (2,246)
Impairment - - - - -
Charge for the period (i) - (359) (724) - (1,083)
Transfer of assets held for sale - 537 1,157 1,594 3,288
At 31 December 2023 - (41) - - (41)
Impairment - - - - -
Charge for the year - (28) - - (28)
At 31 December 2024 - (69) - - (69)
Net book value 31 December 2023 3,010 455 - - 3,465
Net book value 31 December 2024 3,010 433 - - 3,443
i. Depreciation charge for the prior 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 Utility Team brand
names were fully impaired as at 30 June 2022. During the prior financial
period all of the Customer Relationship and Brand intangibles were transferred
to assets held for sale and were subsequently disposed on the completion of
the Energy Management sale.
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 12% (2023: 13%) which is a similar
discount rate used by our valuation adviser in the previous year, to value the
separably identifiable intangible assets in the prior year. Management did not
apply any growth factors when undertaking this modelling. The main sensitivity
was noted to be the estimated future profit before tax (taken as a proxy for
cashflow). Further reductions in the modelled profit before tax by 5% would
not result in the reduction of the recoverable amount to a figure lower than
the carrying amount recognised.
All goodwill recognised as at 31 December 2024 relates to the Energy Services
cash generating unit. During the prior period goodwill associated with the
Energy Management Division was transferred to assets held for sale.
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 2022 34 34
Additions in the period 75 75
At 31 December 2023 109 109
Additions in the year 12 12
At 31 December 2024 121 121
Amortisation
Opening balance 1 July 2022 - -
Charge for the period (34) (34)
At 31 December 2023 (34) (34)
Charge for the year (17) (17)
At 31 December 2024 (51) (51)
Net book value 31 December 2023 75 75
Net book value 31 December 2024 70 70
15 Investment in subsidiaries
Company only 2024 2023
£'000 £'000
Opening balance 6,574 6,574
Closing balance 6,574 6,574
The full list of subsidiary undertakings of the Company are listed in note 36.
As at 31 December 2024 management of the Company undertook an impairment
analysis for the investments held by the Company for which no impairment was
required (2023: no impairment required).
16 Inventory
Group
2024 2023
£'000 £'000
Work in progress - 71
Finished goods - 106
- 177
Inventories are stated at the lower of cost and net realisable value. In the
current financial year the Group has wound down its Irish operations, which
resulted in the write-off of inventory held to £nil for all stock held in the
warehouse as at 31 December 2024.
17 Trade and other receivables
Group Company
Trade and other receivables (less than 12 months) 2024 2023 2024 2023
(Restated) (Restated)
£'000 £'000 £'000 £'000
Trade receivables 420 626 - -
Prepayments 713 766 212 533
Accrued revenue 3,647 696 - -
VAT 344 - 71 -
Other receivables 300 334 24 84
5,424 2,422 307 617
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
28.
All intercompany receivables are non-interest bearing, unsecured and repayable
on demand.
Group Company
Trade and other receivables (more than 12 months) 2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade receivables - 818 - -
Intercompany receivables - - 23,963 24,574
- 818 23,963 24,574
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 Cashflow statement comprise the following balance
sheet amounts:
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Cash and cash equivalents 2,317 597 175 56
19 Trade and other payables
Group Company
2024 2023 2024 2023
(Restated)
£'000 £'000 £'000 £'000
Trade payables 3,519 4,951 159 1,023
Accrued expenses 3,482 4,524 540 674
Deferred income 30 1,689 - -
Social security and other taxes - 1,216 - 36
Intercompany payables - - 7,821 -
Other payables 2,230 2,160 331 121
9,261 14,540 8,851 1,854
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 28.
Deferred income represents revenues collected but not yet earned as at the
period/year end.
All intercompany payables are non-interest bearing, unsecured and repayable on
demand.
20 Leases
The Group had the following lease assets and liabilities at period/year end:
Group Company
Leases 2024 2023 2024 2023
£'000 £'000 £'000 £'000
Right-of-use assets
Properties 559 497 129 128
Motor vehicles 1 5 - -
560 502 129 128
Lease liabilities
Current 189 189 132 132
Non-current 501 384 - -
690 573 132 132
Group Company
Maturity 2024 2023 2024 2023
£'000 £'000 £'000 £'000
Maturity on the lease liabilities are as follows:
Current 189 189 132 132
Due between 1-5 years 212 243 - -
Due beyond 5 years 289 141 - -
690 573 132 132
Group Company
Lease payments 2024 2023 2024 2023
£'000 £'000 £'000 £'000
Continuing 357 590 294 476
Discontinuing - 148 - -
357 738 294 476
Right-of-use assets
A reconciliation of the carrying amount of each class of right-of-use asset is
as follows:
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Properties
Opening balance 1 January 2024 497 774 128 279
Additions 385 277 257 277
Depreciation (1) (304) (467) (256) (428)
Loss on foreign exchange (19) - - -
Transfer to assets held for sale - (87) - -
Closing balance 31 December 2024 559 497 129 128
Motor vehicles
Opening balance 1 January 2024 5 3 - -
Additions - 20 - -
Depreciation (4) (18) - -
Closing balance 31 December 2024 1 5 - -
1. Depreciation charge for the prior period includes £114,000 relating
to discontinued operations.
Amounts Recognised in the Statement of comprehensive income - continuing
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Interest on lease liabilities 94 114 37 34
Expenses relating to short-term leases - 4 - -
Income from sub-leasing right-of-use assets 33 - - -
Amounts Recognised in the Statement of comprehensive income - discontinued
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Interest on Lease liabilities - 16 - -
Expenses relating to short-term leases - - - -
Income from sub-leasing right-of-use assets presented in 'other revenue' - - - -
21 Borrowings
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Current
Group financing - 8,000 - 2,960
COVID Bounce Back Loan 29 30 - -
NatWest Customer Funding Facility 461 - - -
490 8,030 - 2,960
Non-current
Group financing - - - -
NatWest Customer Funding Facility 3,543 - - -
3,543 - - -
Total Borrowings 4,033 8,030 - 2,960
In February 2022 the Group refinanced substantially all of its existing bank
indebtedness and consolidated its borrowings into a single £5.0 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 was repaid on 9 February 2024 following disposal of Energy
Management Division to Flogas Britain Limited as detailed in note 5 and as
such the balance held at 31 December 2024 was £nil (2023: £5,040,000).
During the period ended 31 December 2023 the eEnergy Group plc secured
£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 during the current financial period following the disposal of the
Energy Management business and as such the balance at 31 December 2024 was
£nil (2023: £2,350,528). Following the Energy Management sale eEnergy Group
plc also repaid Shareholder bonds, as detailed in the Directors' remuneration
disclosures. As at 31 December 2024 the outstanding balance of shareholder
bonds was £nil (2023: £609,000).
Energy Services RSL Limited, a subsidiary within the eEnergy Group holds an
outstanding COVID Bounce Back Loan facility secured via Barclays Bank. The
facility was established in February 2021 and has a term of 6 years, accruing
interest at 2.5% per annum. As at 31 December 2024 a balance of £29,000
remained outstanding (2023: £30,000).
In February 2024 eEnergy Projects SPV 1 Limited, a subsidiary of the eEnergy
Group entered into a customer funding facility with National Westminister Bank
plc ('NatWest') with the capacity to draw down up to £40 million of funding
to support public sector customers and provide credit for their LaaS and SaaS
contracts. The facility has a 10 year duration and is drawn down in tranches
against completed LaaS and SaaS installations, with a revolving credit
facility that can be drawn against signed SaaS contracts. Interest is
calculated on a drawdown-by-drawdown basis calculated from the compound
reference rate for that date and an agreed margin figure. The balance was
repaid in full post year end. A debenture establishes security over the SPV's
present and future assets to secure obligations under the Facilities
Agreement. The debenture includes provisions for fixed and floating charges
and mechanisms for enforcement in case of default
2024 2023
£'000 £'000
Maturity on the borrowings are as follows:
Current 490 8,030
Due between 1-2 years 954 -
Due between 2-5 years 1,688 -
Due beyond 5 years 901 -
4,033 8,030
22 Deferred tax
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Total
2024 2023 2024 2023 2024 2023
(Restated) (Restated)
£'000 £'000 £'000 £'000 £'000 £'000
Intangible assets - - - (788) - (788)
Tangible assets - - (115) (156) (115) (156)
Losses 2,521 1,076 - - 2,521 1,076
Other 19 62 - - 19 62
Total (assets) liabilities 2,540 1,138 (115) (944) 2,425 194
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:
2024 2023
£'000 £'000
Balance at 1 January 2024/1 July 2022 194 247
Transfer to discontinued operation 788 194
Credit for the year 1,443 -
Prior year adjustment - (247)
Balance at 31 December 2,425 194
Unrecognised deferred tax assets
At 31 December 2024, the Group had tax losses in the UK and Ireland totalling
£15.4 million and £3.2 million respectively (2023: £21.6 million (restated)
and £1.8 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.
23 Provisions
Restructuring O&M and warranty Onerous contract Total
(Restated) (Restated) (Restated)
£'000 £'000
£'000 £'000
Opening balance 1 July 2022 - - - -
Charged to Statement of comprehensive income (restated) - (15) (631) (646)
At 31 December 2023 (restated) - (15) (631) (646)
Transfer from payables - (49) - (49)
Charged to Statement of comprehensive income (190) (443) (222) (855)
Utilised - 15 631 646
At 31 December 2024 (190) (492) (222) (904)
Restructuring O&M and warranty Onerous contract Total
£'000 £'000
£'000 £'000
Current (190) (98) (222) (510)
Non-current - (394) - (394)
At 31 December 2024 (190) (492) (222) (904)
The Group maintains several different classifications in relation to
provisions balances.
On 9 February 2024 the Group disposed of the Energy Management Division and
has subsequently been through a restructuring process in order to streamline
the remaining Energy Services Operations. A balance of £190,000 was charged
to the Statement of comprehensive income during the current period, which
management expect to be fully utilised within a period of 12 months from 31
December 2024.
The Group maintains an Operations & Maintenance (O&M) and Warranty
provision for all installations, which unwinds across the contract duration
for each project. A charge of £15,000 was recognised in the prior period as
part of the restatement of SPV accounting as detailed in note 3. In the
current period a further balance of £49,000 was reclassified from the
payables balances where it had been previously presented in order to
consolidate the provision balance. £443,000 was charged to the Statement of
comprehensive income and £15,000 was utilised, with a close provision of
£492,000 recognised as at 31 December 2024, of which £98,000 is expected to
unwind in the 12 months following year end.
The onerous contract provision recognises contracts at the point they are
identified as being loss making, for which a balance of £631,000 was charged
to the Statement of comprehensive income in 2023 as part of the project
accounting restatement disclosed in note 3. During the current year £631,000
of onerous contract provision was released into the Statement of comprehensive
income to offset against loss making contracts. An addition £222,000 of
expense was charged to the Statement of comprehensive income in order to
recognise onerous contract provisions on warehouse and office leases in
Ireland where the business has been wound down as part of the Group's
restructuring exercises. This entire balance is expected to be utilised in the
12 months following year end.
24 Share capital and share premium
Group and Company Ordinary Share Deferred Share Share
shares capital share capital premium
capital
Number £'000 £'000 £'000 £'000
As at 30 June 2022 (ordinary shares of £0.003 each) 346,779,959 1,040 15,333 16,373 47,360
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 Utility Team 4,000,000 12 - 12 309
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 15,333 16,494 49,319
As at 31 December 2024 (ordinary shares of £0.003 each) 387,224,625 1,161 15,333 16,494 49,319
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 2024 are set out in note 30.
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.
25 Other reserves
Group 2024 2023
£'000 £'000
Share-based payment reserve 2,069 1,983
Revaluation reserve - other current assets 34 34
2,103 2,017
Reverse acquisition reserve (35,246) (35,246)
Company 2024 2023
£'000 £'000
Share-based payment reserve 2,069 1,983
2,069 1,983
Share-based payment reserve Cumulative charge recognised under
IFRS 2 in respect of share‐based payment awards.
Reverse acquisition reserve Substantially represents
the pre-acquisition 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.
26 Non-controlling interests
The Group had no non-controlling interests as at 31 December 2024. During the
prior period the Group acquired the remaining 14.5% interest in eEnergy
Insights Limited, leaving no non-controlling interests in place as at 31
December 2023.
27 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 in 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:
2024 2023
£'000 £'000
Cash and cash equivalents 2,317 597
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:
2024 2023
£'000 £'000
Borrowings 4,033 8,030
Assuming the amount at period end was held for a year, a 10% movement in this
rate would have a £236k (2023: £1,000k) effect on the amount owing.
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:
Group 2024 2024 2023 2023
Carrying Maximum Carrying Maximum
value exposure value exposure
£'000 £'000 £'000 £'000
Cash and cash equivalents 2,317 2,317 597 597
Trade receivables 420 420 626 626
Financial assets - customer receivables 15,027 15,027 9,907 9,907
17,764 17,764 11,130 11,130
Company 2024 2024 2023 2023
Carrying Maximum Carrying Maximum
value exposure value exposure
£'000 £'000 £'000 £'000
Cash and cash equivalents 175 175 56 56
175 175 56 56
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:
Euro 2024 2023
(Restated)
£'000 £'000
Cash and cash equivalents 64 77
Trade receivables 110 3,488
Financial assets - customer receivables 2,377 2,717
Financial liabilities (7,768) (9,290)
Trade payables (151) (229)
(5,368) (3,237)
Euro currency risk arises from the eLight Group operations in Ireland, which
includes Euro denominated cash balances and working capital, in addition to
Euro denominated financial assets in relation to contracted future cashflows
from LaaS contracts and the associated financial liabilities for the
commitments to funding partners SUSI and SOLAS. Financial liabilities include
Euro denominated liabilities due to SUSI and SOLAS funding partners in
Ireland. Additionally, SUSI also act as a funding partner for UK operations
with a Euro denominated funding cash commitment, which is matched against
sterling denominated contracted future cashflows from Lighting-as-a-Service
contracts. As at 31 December 2024 the Group also held a number of Euro forward
contracts.
The table below summarises the impact of a 10% increase/decrease in the
relevant foreign exchange rates versus the €Euro rate for the Group's
pre-tax earnings for the period and on equity:
2024 2023
£'000 £'000
Impact of 10% rate change
Euro 158 370
158 370
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:
2024 2023
£'000 £'000
Cash and cash equivalents 2,317 597
28 Financial assets and financial liabilities
SPV Funding Liabilities
As part of the SPV restatement detailed in note 3 - management now recognise
SPVs as principal for the delivery of LaaS and SaaS contracts. In order to
provide contracts with payment terms that extend over 5 to 10 years, the SPVs
engage directly with funding partners in order to provide financing for
installations and extend credit to the customer. Third-party funding can be
split into three separate categories, as detailed below.
Sale of Contracted Future Cashflows, including obligation for cash collection;
In this scenario, the SPV completes the installation project, then sells the
LaaS/SaaS contract to a third-party in exchange for cash consideration which
is used to fund the installation works. The customer contract is then novated
to the third-party funder, who retains the risks and rewards for collection of
future contracted cashflows. In this instance the financial asset arising from
future contracted cashflows is disposed of in exchange for cash, with any gain
or loss recognised through financing expense in the Statement of comprehensive
income. Under this model, no financial assets or liabilities are recognised by
the SPV following the novation of the contract to the funder.
Sale of contracted future cashflows, retaining the obligation for cash
collection
In this scenario, the SPV sells the rights to future cashflows under LaaS and
SaaS contracts to a third-party funder in exchange for cash, but retains the
obligation and associated liabilities for the collection of future contracted
cashflows. As such a financial asset is recognised which represents the
contracted future cashflows due under each contract, which is unwound via
financing income changed to the Statement of comprehensive income. A financial
liability is also recognised presenting the agreed payments due to the
third-party funder in order to meet the obligation due under the sale of
rights to future cashflows. The financial liability is unwound via interest
expense in the Statement of comprehensive income. This is relevant for funding
provided by SUSI, SOLAS and Attika. As part of the prior period restatement a
closing liability of £10,405,000 was recognised due to these funders, matched
against a financial asset of £9,907,000. The difference in financial asset
and financial liability is due to the different interest rates charged across
agreements, in addition to retained elements of future contracted cashflows
which were not sold to the third-party funding partners. As at 31 December
2024 a financial liability of £8,793,000 was recognised in relation to these
funders, offset against a financial asset of £8,708,000.
Drawdown of loan facility collateralised against contracted future cashflows
due to the SPV.
During the current financial year the Group entered into a funding facility
with NatWest in order to finance public sector customers under LaaS and SaaS
contracts. The loan facility is drawn down against individual project balances
upon agreed contractual performance conditions. The SPV recognises a financial
asset which represents the contracted future cashflows due under each
contract, which is unwound via financing income changed to the Statement of
comprehensive income. The NatWest customer financing facility is recognised
within borrowings, with interest accruing charged to the Statement of
comprehensive income. As at 31 December 2024 the total balance outstanding on
the NatWest facility was £4,033,000, which matched against financial assets
of £6,319,000 in relation to contracted future cashflows. The difference in
the borrowings and financial assets presents the portion of each contract that
has been funded by the eEnergy Group.
Analysis of funding related financial assets and financial liabilities:
2024 2023
(Restated)
£'000 £'000
Financial assets - customer receivables 15,027 9,907
Financial liabilities to funders (8,793) (10,405)
NatWest customer funding facility (4,033) -
2,201 (498)
Derivative Financial instruments
As at 31 December 2024 the Group held a number of open Euro forward foreign
exchange rate contracts with HSBC, all of which are due to mature within one
year. These forwards are used by the Group to hedge Euro currency payments to
SUSI who act as a funding partner for UK operations with a Euro denominated
funding cash commitment, which is matched against sterling denominated
contracted future cashflows from Lighting-as-a-Service contracts. The forward
foreign exchange contracts have resulted in the recognition of a derivative
liability of £435,000 (2023: £nil).
2024 2024 2024 2024
Fair Value Notional Fair Value Notional
£'000 £'000 £'000 £'000
Forward foreign exchange contracts (435) 5,235 - -
The Group holds the following financial instruments at amortised cost:
2024 - Group Financial Financial Total
Financial assets (liabilities) assets at liabilities at £'000
amortised amortised
cost cost
£'000 £'000
Trade and other receivables (current and non-current) 1,433 - 1,433
Cash and cash equivalents 2,317 - 2,317
Financial assets - customer receivables 15,027 - 15,027
Trade and other payables - (5,779) (5,779)
Lease liabilities (current and non-current) - (690) (690)
Financial liabilities to funders - (8,793) (8,793)
Borrowings (current and non-current) - (4,033) (4,033)
18,777 (19,295) (518)
2024 - Company Financial Financial Total
Financial assets/liabilities assets at liabilities at £'000
amortised amortised
cost cost
£'000 £'000
Trade and other receivables 24,199 - 24,199
Cash and cash equivalents 175 - 175
Trade and other payables - (7,980) (7,980)
Lease liabilities (current and non-current) - (132) (132)
24,374 (8,112) 16,262
2023 - Group Financial Financial Total
Financial assets (liabilities) assets at liabilities at
amortised amortised
cost cost
(Restated) (Restated) (Restated)
£'000 £'000 £'000
Trade and other receivables (current and non-current) 2,544 - 2,544
Cash and cash equivalents 597 - 597
Financial assets - customer receivables 9,907 - 9,907
Trade and other payables - (10,016) (10,016)
Lease liabilities (current and non-current) - (573) (573)
Financial liabilities to funders - (10,405) (10,405)
Borrowings (current and non-current) - (8,030) (8,030)
13,048 (29,024) (15,976)
2023 - Company Financial Financial
Financial assets/liabilities assets at liabilities at Total (Restated)
amortised amortised
£'000
cost cost
(Restated) (Restated)
£'000
£'000
Trade and other receivables 24,658 - 24,658
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)
24,714 (4,272) 20,442
29 Reconciliation of movement in net debt
At 1 January New Interest Debt repaid Other At
2024 Borrowing added Cashflows Other 31 December
(Restated) to debt Adjustments 2024
£'000 £'000 £'000 £'000 £'000 £'000
£'000
Cash at bank 597 4,603 - (9,064) 6,181 - 2,317
Borrowings (8,030) (4,603) (107) 8,707 - - (4,033)
Net cash (debt) excluding lease liabilities (7,433) - (107) (357) 6,181 - (1,716)
Lease liabilities (573) (412) (94) 357 - 32 (690)
Net cash (debt) (8,006) (412) (201) - 6,181 32 (2,406)
At 1 July New Interest Debt repaid Other Other At 31 December
2022 Borrowing added Cashflows Adjustments 2023
(Restated) to debt £'000 (Restated)
£'000 £'000 £'000 £'000 £'000
£'000
Cash at bank 2120 2,525 - (600) (3,580) 132 597
Borrowings (5,022) (2,525) (1,083) 600 - - (8,030)
Net cash (debt) excluding lease liabilities (2,902) - (1,083) - (3,580) 132 (7,433)
Lease liabilities (892) (257) (114) 690 - - (573)
Net cash (debt) (3,794) (257) (1,197) 690 (3,580) 132 (8,006)
30 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.
During the current financial period a number of historic share schemes have
lapsed and subsequently been replaced by the 2024 EMI scheme.
(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 2024 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 Aggregate
Growth subscription
Shares 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 were 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 £nil (2023: £196,000) fair value
expensed during the year as the scheme had been expensed in full by the close
of 31 December 2023.
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 prior period and his EMI Share
Options lapsed at the end of his notice period. As a result, the vesting
period for his award was deemed to reduce from three years to two years and
three months and the full value not previously recognised was expensed in full
to the Statement of comprehensive income.
The fair value of the EMI Options over the vesting period being three years
grant date was deemed to be £200,000, with £nil (2023: £18,000) fair value
expensed during the year. As at the close of 2024 this scheme was deemed to
have lapsed.
(iii) EMI Share Option Awards and non-advantaged Share Option Awards -
2021
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 24 pence at vesting;
• 1/3rd with an exercise condition of the share price being
above 20 pence 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 15 pence 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
and resigned as a Director with effect from 1 October 2024.
During the current financial year a total share-based payment charge of
£284,000 (2023: £354,000) was recognised in the Statement of comprehensive
income in relation to this scheme.
During the current financial year the scheme lapsed and participants were
moved to the newly issued 2024 EMI Scheme. As such a total of 13,300,000
options were deemed to have lapsed, with 500,000 options remaining open
pending transfer of participants to the new EMI scheme post year end.
(vi) EMI Share Option Awards and non-advantaged Share Option Awards - 2024
Scheme
Following the lapsing of the historic 2021 EMI scheme and other schemes, the
Group issued a new 2024 EMI scheme. The scheme will run over a 3-year period
with EMI options qualifying under Schedule 5 of the Income Tax (Earnings and
Pensions) Act 2003. Options shall vest and become exercisable on the
measurement date to the extent that the share price on the measurement date is
as follows:
- Share price less than 9.32 pence - nil options exercisable;
- Share price less than 13.00 pence - 38% of options exercisable;
- Share price less than 15.80 pence - 84% of options exercisable;
- Share price less than 15.80 pence - 100% of options exercisable.
Where the share price falls in-between the figures specified above, the number
of shares in respect of which the options vest and become exercisable will be
determined on a straight-line basis, rounded down to the nearest whole number
of shares. The Board may adjust the share price targets to reflect variations
in the share capital of the Company, special dividends, rights issues or other
events which may in the Board's reasonable opinion affect the current or
future value of the shares
Under the EMI, the maximum number of shares that are issued on the measurement
date cannot exceed 14% of the Company's market capitalisation. During the
current financial year a total share-based payment charge of £1,336,000 was
recognised in the Statement of comprehensive income in relation to this
scheme.
Malus, clawback and leaver provisions apply to the MIP as outlined in the
Admission Document.
Date of grant Number of options originally granted Contractual life (years) Share price at date of grant Number of employees at grant Exercise Price Expected volatility Expected life (years) Risk Free Rate Fair Value per Option
26 Feb 2024 48,055,000 3 £0.0655 14 £0.003 56% 3 4.11% £0.042
19 Dec 2024 3,900,000 3 £0.0455 2 £0.003 56% 3 4.11% £0.018
Date of grant Number of options originally granted Vested Lapsed/forfeited Outstanding as at 31 December 2024
26 Feb 2024 48,055,000 - (3,950,000) 44,105,000
19 Dec 2024 3,900,000 - - 3,900,000
(iv) Other share options or warrants
On 9 January 2020 the Company issued 1,575,929 warrants to a number of
advisers 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 adviser 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 Share Exercise Expected Expected Risk Expected
warrants price price volatility life free rate 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. During the
current financial year a change of £228,000 was recognised in the Statement
of comprehensive income in relation to these warrants (2023: £136,000).
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 Share Exercise Expected Expected Risk Expected
warrants price price volatility life free rate dividends
25 Nov 2022 32,791,216 £0.0581 £0.060 45.00% 5 3.28% 0.00%
20 Dec 2022 9,292,112 £0.0320 £0.060 45.00% 5 3.50% 0.00%
Total contingently issuable shares
2024 2023
Executive Share Option Plan 471,000 471,000
Other share options and warrants 92,164,257 67,654,177
92,635,257 68,125,177
The number and weighted average exercise price of share options and warrants
are as follows:
2024 2023
Weighted Number of Weighted Number of
average Options average Options
exercise price exercise price
Outstanding at the beginning of the year 5.606 pence 68,125,177 4.969 pence 26,041,849
Granted during the year 0.300 pence 58,955,000 6.000 pence 42,083,328
Lapsed during the year 5.606 pence (34,444,920) - -
Outstanding at the end of the year 3.325 pence 92,635,257 5.606 pence 68,125,177
Exercisable at the end of the year 0.300 pence 175,000 6.694 pence 44,130,257
Share options and warrants outstanding at 31 December 2024, had a weighted
average exercise price of 3.325 pence (2023: 5.606 pence) and a weighted
average contractual life of 2.48 years (2023: 4.85 years). To date no share
options have been exercised.
31 Capital commitments
There were no capital commitments at 31 December 2024 or 31 December 2023.
32 Contingent liabilities
There were no contingent liabilities at 31 December 2024 or 31 December 2023.
33 Related party transactions
The remuneration of the Directors and their interest in the share capital is
disclosed in the Remuneration Committee report.
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
£1,979,000 (18 months ended 31 December 2023: £860,000) of goods and
services from Luceco plc (and its wider group of subsidiaries). At the period
end the trade creditor balance with Luceco was £502,000 (31 December 2023:
£712,000).
During the period, the Group acquired £141,000 (18 months ended 31 December
2023: £457,000) 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 £nil (31 December 2023: £67,000),
with all transactions being included within the Energy Management Division
which was disposed during the year.
On 20 and 21 December 2022, the Company borrowed £525,000 from its Directors
at an annual interest rate of 15%. 31 December 2023, the Company owed in
principal £200,000 to Derek Myers & Dr Nigel Burton and £25,000 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 £241,000 to Derek Myers & Dr Nigel
Burton and £30,000 to Crispin Goldsmith, Harvey Sinclair, Gary Worby, David
Nicholl and Andrew Lawley. As such there were no outstanding borrowings due
to Directors as at 31 December 2024.
On 25 November 2022, the Company borrowed £1,000,000 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. As at 31 December 2024 there were no balances
outstanding (2023: £1,200,000).
During the prior period, the Company received an advance of £500,000 from
Derek Myers in relation to a potential transaction which ultimately did not
proceed. On termination of the transaction the advance became repayable, for
which repayment was made in full and as a 31 December 2024 no balance remains
outstanding (2023: £70,000 payable outstanding).
Balances and transactions between companies within the Group that are
consolidated and eliminated are not disclosed in these financial statements.
34 Events subsequent to period end
In May 2025 the Group entered into a partnership arrangement with Redaptive
Sustainability Services UK Limited ('Redaptive'). Redaptive has agreed to
provide funding of up to £100 million to support Redaptive-approved eEnergy
customer projects across all client sectors in the UK, with eEnergy
undertaking operational oversight of such projects and bearing responsibility
for all warranty and service-related contractual obligations. The partnership
establishes eEnergy as one of Redaptive's dedicated delivery partners for
Redaptive-initiated projects in the UK.
Redaptive is a leading Energy-as-a-Service provider in the US that rapidly
funds and installs energy-saving and energy-generating equipment across its
clients' real estate portfolios.
35 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.
36 List of subsidiary undertakings
As at 31 December 2024, the Group owned interests in the following subsidiary
undertakings, which are included in the consolidated financial statements:
Name Holding Holding Business activity Country of Registered address
2024 2023 incorporation
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
Energy 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 II Limited 100% 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% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy UK Projects SPV 1 Limited 100% 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 Aquila Projects Ltd 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
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
eEnergy Management US Limited (formerly UtilityTeam U.S Limited) 100% 100% Non-trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
Utility Team US Inc 100% 100% Non-trading Company United States 919 North Market Street, Suite 950 - Wilmington Delaware 19801
On 9 February 2024 the Group completed the sale of the Energy Management
business to Flogas Britain (see note 5 for further information). This resulted
in the disposal of three indirect 100% owned subsidiaries; Equity Energies
Limited ( formerly eEnergy Management Limited), eEnergy Insights Limited and
eEnergy Consultancy Limited.
All 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.
Officers and advisers
Directors
Non-Executive Chairman Andrew Lawley
Chief Executive Harvey Sinclair
Chief Financial Officer John Gahan
Non-Executive Directors Dr Nigel Burton
John Hornby
Gary Worby
Company Secretary John Gahan
Business address 20 St Thomas Street
London SE1 9RS
Registered office 20 St Thomas Street
London SE1 9RS
Independent auditor PKF Littlejohn LLP
15 Westferry Circus,
Canary Wharf,
London E14 4HD
Nominated adviser and joint broker Strand Hanson
265 Mount Row,
London W1K 3SQ
Joint broker Canaccord Genuity
88 Wood Street,
London EC2V 7QR
Legal advisers Fieldfisher LLP
Riverbank House
2 Swan Lane,
London EC4R 3TT
Financial PR Tavistock Communications
1 Cornhill,
London EC3V 3ND
-ends-
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