REG - eEnergy Group PLC - Final Results for the Year Ended 31 December 2025
Today 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260430:nRSd4839Ca&default-theme=true
RNS Number : 4839C eEnergy Group PLC 30 April 2026
30 April 2026
eEnergy Group plc
("eEnergy", "the Company" or "the Group")
Final Results for the Year ended 31 December 2025
and Q1 2026 Trading Update
Strong earnings growth and record pipeline, underpin step-change in
performance for FY26
eEnergy (AIM: EAAS), an Energy-as-a-Service provider delivering energy
infrastructure upgrades across multi-site portfolios with zero upfront cost
for its customers, announces its audited financial statements for the year
ended 31 December 2025.
Financial highlights: operational efficiencies drive profitability
· Revenue of £19.0m (FY24 restated: £22.5m)
· Adjusted EBITDA of £2.2m (FY24 restated: loss of £0.7m)
· Net cash inflow from operating activities is positive at £2.8m
(FY24: net cash outflow from operating activities £16.6m)
· Cash balance as at 31 December 2025 of £0.9m (2024: £2.3m)
· Net debt (including IFRS 16 liabilities) of £1.3m (2024
restated: net debt (including IFRS 16 liabilities: £2.9m)
· Net cash impact of exceptional items is £nil (FY24: £2.1m cash
out)
· As announced on 16 April 2026, the Group has adopted a more
conservative approach to revenue recognition:
o Revenue recognised at contract signing has been reduced from 30% to 5% for
Solar PV and Batteries and from 30% to 0% for LED and EV
o Resulted in a reduction of approximately £4.0m in reported revenue in
FY25 and a £4.0m increase in FY26 revenue
o No impact on cash generation and no change to underlying profitability of
the individual contracts
o Revised policy improves alignment between revenue, Adjusted EBITDA and
cash generation, and provides a more robust foundation as the business scales
and is being applied to financial periods from FY24 (which have been restated
accordingly)
Strategic highlights: strong commercial progress across frameworks, contracts
and new products
· Record contracted and awarded forward order book of £14.0m at
year-end, a 100% increase on the start of the year (2024: £7.0m)
· Investment-grade pipeline increased to £127.0m
· Gross margin improvement achieved across all four product groups
year-on-year
· £100m funding partnership with Redaptive established: £13.0m
drawn down by year-end across 175+ projects, 179 locations and 51 customers
· Largest ever contract secured with Mace: UK Government-backed
programme expanded to 73 schools, encompassing Solar PV, Battery storage, LED
lighting and EV charging
· £1.7m portfolio of NHS projects awarded directly via frameworks,
following NHS Trusts securing NEEF funding
· £0.7m Solar PV contract won with West Berkshire Council
· £2.0m ground-mount Solar PV installation secured at a UK golf
course
· Appointed to four Lots within the LASER Supply (Y24013) Framework
across Solar PV, Battery storage, EV charging and PPAs
· Launched SolarLife, a structured solar operations and maintenance
service, generating recurring revenues
Current trading: record first quarter
· First quarter trading: unaudited Q1-26 revenue of £11.0m and
Adjusted EBITDA of £0.7m
· Forward contracted order book of £10.7m (as at 31 March 2026)
· Second quarter expected revenue of c.£13.0m and expected H1-26
revenue of c.£24.0m (H1-25: £10.1m), in line with management expectations
underpinned by c.£21m of revenue already delivered or contracted to be
delivered
· MACE (GB Energy) installations across 73 schools are largely
completed and on track for completion in May 2026
FY26 outlook: FY26 revenue guidance increased to £38m
The Group expects to report H1-26 revenues of c.£24.0m (H1-25: £10.1m), in
line with management expectations which is underpinned by c.£21.0m of revenue
already delivered or contracted to be delivered based on the revised revenue
recognition policy.
The increase in revenue reflects mobilisation of larger contracts secured in
FY25, continued conversion of pipeline into contracted projects, and
increasing contribution from frameworks and funding partnerships.
The Board has increased its FY26 revenue expectations to £38.0m, reflecting
improved visibility and the impact of revised revenue recognition on the year
as a whole.
Expected Adjusted EBITDA in FY26 remains at £4.5m, with incremental gross
profit in FY26 broadly offset by the expensing of £0.6m of contract assets
carried over from FY25.
The Group expects to become increasingly cash generative during FY26, as
working capital invested in H2 FY25 unwinds.
With a strong contracted cash flow, the Group expects to be in a position to
repay the £1.0m loan facility with Harwood Holdco Limited ahead of its due
date of 31 July 2026.
Note: Adjusted EBITDA is EBITDA stated after adding back share-based payment
charges of £0.8m in FY25 and £0.2m in Q1-26 (FY24 share-based payments
charge: £1.6m)
Harvey Sinclair, Chief Executive Officer of eEnergy, commented on the results:
"FY25 represented an important year of operational progress for eEnergy, with
Adjusted EBITDA increasing significantly from a loss of £0.7m in FY24
restated to a £2.2m profit in FY25, as we optimised our operating cost base
and improved operating efficiencies.
"We have continued to evolve the business from a direct-sales education
platform into a multi-channel platform, combining direct sales, public sector
frameworks, tenders and strategic partnerships to access a broader, larger and
higher-value set of opportunities. Our partnership with Redaptive and the
launch of our Energy Performance Contract solution further strengthen our
ability to deliver funded Net Zero solutions reducing client electricity costs
at scale.
"The revenue recognition alignment reflects a more prudent approach to
accounting for revenue on tender contract awards and contracted work and
results in a timing adjustment only, with no impact on cash generation or the
underlying economics of the tender contract awards.
"We have made an extremely encouraging start to FY26 with Q1 revenue of
£11.0m and Adjusted EBITDA of £0.7m. We have the strongest platform in the
Group's history resulting in our FY26 guidance being upgraded to £38.0m of
revenue and maintaining previous guidance of £4.5m of Adjusted EBITDA. The
combination of renewed energy price volatility, tightening Net Zero
obligations and public sector budget constraints is reinforcing the need for
capital‑free, turnkey solutions of the type we provide. We remain confident
in our ability to deliver further growth in revenue and earnings, improve cash
generation and create long‑term value for our shareholders."
Investor presentation
There will be an online presentation, open to all existing and potential
shareholders, via Investor Meet Company at 10.30am on 6 May 2026. Questions
can be submitted pre-event via the Investor Meet Company dashboard or at any
time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet
eEnergy Group plc via:
https://www.investormeetcompany.com/eenergy-group-plc/register-investor
(https://www.investormeetcompany.com/eenergy-group-plc/register-investor)
For further information, please visit www.eenergy.com (http://www.eenergy.com)
or contact:
eEnergy Group plc Tel: +44 20 3813 1550
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, Harry Marshall
Canaccord Genuity Limited (Broker) Tel: +44 20 7523 8000
Max Hartley, Harry Pardoe (Corporate Broking)
Tavistock Tel: +44 20 7920 3150
Jos Simson, Nick Dibden, Katie Hopkins eEnergy@tavistock.co.uk (mailto:eEnergy@tavistock.co.uk)
About eEnergy Group plc
eEnergy (AIM: EAAS) is a UK-based Energy-as-a-Service (EaaS) provider, funding
and delivering energy-saving and energy-generating solutions across multi-site
public sector and commercial portfolios-helping customers cut energy waste,
reduce operating costs, and improve building resilience with zero upfront
cost.
eEnergy delivers four core solutions:
· Reduce: LED lighting and controls
· Generate: Solar PV (rooftop, ground mount, and carport)
· Store: Battery storage (store onsite generation and reduce
peak-time import costs)
· Charge: EV charging infrastructure and management
Projects are funded through dedicated third party debt facilities, including
up to £100m of project funding via eEnergy's partnership with Redaptive.
eEnergy's routes to market include direct sales, public sector frameworks,
tenders, and strategic partnerships. The Group holds positions on five major
procurement frameworks; CCS (Crown Commercial Service), LASER, Lexica/NHS
London, NHS Commercial Solutions Framework, and Proactis (YPO) and is an
Office for Zero Emission Vehicles (OZEV) approved EV charge point installer.
The Group has delivered over 1,200 projects and has installed c.590,000 LEDs,
improving learning environments for c.520,000 students.
eEnergy is a market leader in the education sector and has been awarded the
London Stock Exchange's Green Economy Mark. The Company is also recognised in
the 2025 UK Fast Growth 50 Index within the Fastest Growing Green Firms 2025
list, and holds an EcoVadis Bronze Medal with a score of 61/100, placing it in
the top third of more than 130,000 organisations assessed globally.
-ends-
Chair's Statement
The drivers behind our business have never been stronger: the race to 2030 Net
Zero, energy volatility, and the growing need for capital-free, turnkey
decarbonisation solutions across public and commercial markets. This year
demonstrated that clearly - with our largest ever contract award with Mace,
the launch of our NHS-ready funding solution and a record forward order book
of £14.0m, double that of the prior year. eEnergy exists precisely to bridge
that gap - designing, funding and delivering the energy infrastructure
upgrades that organisations need, without the upfront cost that holds them
back.
The past year has been one of solid and measured progress for eEnergy, as we
continued to execute our clear strategic plan in a dynamic market environment.
With the urgency of the Net Zero transition intensifying and public sector
capital budgets remaining constrained, demand for our Energy-as-a-Service
model continued to grow. This was reflected both in the award of our largest
project to date (the Mace programme covering a growing portfolio of schools)
and in the successful launch of SolarLife, our new offering designed to
maximise system performance, safeguard financial returns and ensure
long‑term reliability for our customers. The Group continues to build its
position as a differentiated, purpose-led provider with a compelling
investment case, underpinned by scalable solutions and robust funding
partnerships.
eEnergy's ability to design, fund and deliver energy infrastructure upgrades
across multi-site portfolios, with zero upfront capital cost for customers,
remains a compelling and differentiated proposition. By developing innovative
funding structures that remove barriers to adoption and accelerate deployment,
we continue to unlock decarbonisation at scale. Post year-end, the launch of
our NHS-ready Energy Performance Contracting solution illustrates the success
of this approach, creating an accessible pathway for healthcare estates to
undertake decarbonisation projects within existing regulatory and budgetary
frameworks. This reflects our responsiveness to market demand and our ability
to anticipate emerging needs.
Financial performance and strategic progress
During the year, the Group delivered revenue of £19.0m (2024 restated:
£22.5m) with a £2.9m increase in Adjusted EBITDA to £2.2m, reflecting
optimisation of the operating cost base, improved operating efficiencies and a
continued focus on project profitability. This improvement in earnings
quality, alongside a record year‑end forward order book at the start of FY26
of £14.0m (double the £7.0m at the start of the previous year) and an
investment‑grade pipeline of £127.0m, provides enhanced visibility over
future revenues and underpins the Board's confidence in the Group. The year
also marked further evolution from a predominantly direct‑sales education
business to a broader, multi‑channel platform, winning larger projects and
expanding into healthcare and commercial and industrial customers through
frameworks and strategic partnerships.
Funding
The Board has also overseen the development of the Group's funding
partnerships, including the utilisation of the £100m Redaptive facility and
the recently agreed loans with Harwood Holdco Limited, to support the delivery
of larger contracts. These arrangements are important enablers of growth,
allowing the Group to participate in substantial tenders while maintaining
capital discipline. The Board continues to scrutinise the balance between
growth, profitability and cash generation, with a clear objective of moving
the business to a more consistently cash‑generative footing as larger
projects commence and accrued revenues unwind.
During the year, we made good underlying progress towards improving our cash
generation. However, cash generation has been temporarily held back by the
short‑term increase in net working capital associated with the mobilisation
of our largest awarded tender to date, the Mace project. The Mace award, while
strategically significant, was unquestionably a drain on cash flow in FY25
given payment terms that are four times longer than our traditional projects.
In response, we secured additional funding to support these near‑term
working capital demands, ensuring we can deliver Mace and similar
large‑scale programmes without constraining the day‑to‑day operations of
the business.
Stakeholders and people
The Board recognises that eEnergy's success depends on the trust and
engagement of a broad range of stakeholders, including customers, employees,
funders and shareholders. During the year, the Group has deepened its
relationships with the public sector, delivery partners and frameworks,
positioning itself as a trusted vendor to help organisations achieve their Net
Zero ambitions. The Board is grateful for the continued support of our
shareholders and recognises the importance of clear, consistent communication
as the Group executes its strategy.
On behalf of the Board, I would like to thank our people for their hard work
and commitment over the year. The continued progress reflects the dedication
of our teams across the business. As the Group undertakes larger and more
complex programmes, the Board remains focused on culture, talent development
and ensuring that eEnergy continues to be an attractive place to work.
Board
During the year, we made changes to the composition of the Board to ensure it
remains aligned with the needs of the business and our shareholders. John
Hornby stepped down as a Non‑Executive Director and we would like to record
our thanks for his diligent service and contribution to eEnergy.
Post year-end, we were pleased to welcome Nicholas Mills to the Board as a
Non‑Executive Director, bringing extensive fund management experience and
executive knowledge in the multi‑industrial space, including his role at
Harwood Capital LLP, a significant shareholder in the Company. The Board
believes these changes further strengthen its blend of skills and perspectives
as we progress the next phase of eEnergy's growth.
ESG
During the year, the Group has strengthened its ESG credentials to meet the
expectations of our people, customers and shareholders. In collaboration with
MJE Consulting, we strengthened our ESG assurance programme which will
accelerate our transition towards UKAS-accredited ISO certification. We also
achieved OZEV authorised installer status and advanced additional
procurement-ready accreditations across LED, Solar PV and EV charging,
including SafeContractor Sustainability, Constructionline Gold, CHAS, NAPIT
and MCS.
Furthermore, the Group has seen reduced energy and carbon utilisation due to
the first full year of the utilisation of its fully electric vehicle fleet,
which came into operation in H2 of FY24. This is reflective of a full year of
use of these assets as part of a comparable year on year assessment.
To provide a solid benchmark for our ongoing efforts, we undertook an EcoVadis
assessment towards the end of the year, achieving a Bronze rating shortly
after the financial year-end for the second year running.
Further details, including specific environmental and social initiatives
implemented during the year, are available in the ESG section of our annual
report and separately on our website.
Outlook
The Group has made a confident start to the new financial year with a stable
operating platform, a highly experienced operational management team and a
streamlined cost structure. The drivers behind eEnergy's business model remain
strong: the accelerating race to 2030 Net Zero targets, energy volatility, and
the growing need for capital‑free, turn‑key decarbonisation solutions
across the public sector and commercial markets. The Group enters the new
financial year with a record forward order book, an enlarged pipeline,
strengthened funding partnerships and improved operational discipline.
While mindful of the execution demands associated with larger contracts and
the current macroeconomic environment, the Board believes that eEnergy is
well-positioned to deliver further progress in FY26, with an emphasis on
improving gross margins and cash generation. We expect to report revenues in
H1-26 of £24.0m and have accordingly upgraded our FY26 guidance for revenue
by £4.0m from £34.0m to £38.0m, whilst maintaining Adjusted EBITDA at
£4.5m. The Board will continue to provide rigorous oversight and support to
management as they execute the Group's strategy and work to create sustainable
long‑term value for all shareholders.
On behalf of the Board, I thank all of our stakeholders for their continued
trust and support.
Andrew Lawley
Non-Executive Chair
30 April 2026
CEO Statement
FY25 reflects the continued maturation of eEnergy into a more disciplined,
diversified and resilient business. Operational discipline and innovative
funding structures have been the twin engines of our growth this year,
creating the conditions for efficiencies to translate more directly into
improved performance.
The results demonstrate this progress clearly: Adjusted EBITDA improved by
£2.9m to £2.2m, cash generation now more closely tracks reported earnings,
and the business is moving towards a more consistently cash-generative
footing.
FY25 has been a year of strategic progress for eEnergy, as we have continued
to strengthen our position as an Energy-as-a-Service provider, funding and
delivering energy infrastructure upgrades across multi-site portfolios with
zero upfront cost to our customers. Our differentiated funding model offers
customers an off-balance-sheet solution which we believe is unique in the UK.
During the year, we added new channels and frameworks alongside our direct
sales activity in education, diversifying our growth model by leveraging
frameworks and strategic partners, while further cementing our position in
healthcare and commercial and industrial markets and executing larger, more
complex projects.
Performance and strategy
We entered the year with clear financial priorities: to improve cash
generation and gross margins, and to strengthen financial reporting and
control. Gross margins across our four product groups improved during the
year, despite the Mace work carrying a lower margin profile. This improvement
was driven by more precise budgeting, improved terms with vendors, reduced
margin leakage and better purchasing discipline. Tighter monitoring of project
profitability and vendor costs has brought greater accountability across the
business and provides a stronger platform for future growth.
Alongside strong progress in FY25, including pipeline growth, major contract
wins and improved gross margins, the Group delivered a substantial step-up in
profitability. Group Adjusted EBITDA increased by £2.9m to £2.2m, compared
with a restated Adjusted EBITDA loss of £0.7m in 2024. This performance
reflects the optimisation of our operating structure and cost base, improved
operating efficiencies, and our success in sustaining strong underlying growth
in direct sales activity.
As part of an ongoing review of its accounting policies, the Group has refined
the timing of revenue recognition on the Group's tender contract awards,
lowering the percentage of revenue recognised at contract signing to better
reflect project progress. This resulted in a reduction of approximately £4.0m
in FY25 reported revenue and an increase of £4.0m in FY26 revenue.
Importantly, there is no impact on cash generation or on the underlying
profitability of the individual contracts. The updated approach improves
alignment between revenue, Adjusted EBITDA and cash generation, supporting
consistent and scalable financial reporting as the business grows. The policy
will be applied to financial periods from FY24, with prior periods restated
accordingly.
Order book, pipeline and routes to market
A key highlight of the year was the further strengthening of our contracted
and awarded forward order book, which reached a record £14.0m at the
beginning of this year, double the £7.0m at the start of last year. Alongside
this, our investment-grade pipeline increased to £127.0m. This growing order
book and pipeline reflect both the underlying demand for our solutions and the
benefits of our multi-channel, framework-driven go-to-market model.
We have continued to diversify our routes to market, combining direct sales
with an increasing focus on frameworks and strategic partnerships. In
education, we remain a leading provider of turnkey LED lighting, Solar PV and
EV charging solutions, working with schools, multi-academy trusts and local
authorities. In healthcare, our growing track record with NHS Trusts and
primary care estates means we are delivering brighter, more reliable lighting,
lower energy bills and tangible progress towards Net Zero, without diverting
funds away from frontline care. In commercial and industrial markets, we see
attractive opportunities where our funded model and technical capability can
deliver strong returns.
Major projects and operational capability
Our largest project to date, with Mace, is an important proof point of our
ability to deliver complex, multi-site programmes at scale. Originally awarded
under the Great British Energy Solar Partnership ("GBESP") Midlands Lot 1 to
design, supply, install and commission rooftop Solar PV systems for schools,
the project has expanded in scope to cover up to 73 schools and now includes
LED lighting and EV charging infrastructure. The project is on track for
completion in May 2026.
As eEnergy continues its transition towards larger, longer-duration contracts,
the associated working capital requirements are materially greater than under
its traditional direct sales model. The capital provided by Harwood Holdco
Limited strengthens the Company's balance sheet and enhances its financial
flexibility, ensuring it is well positioned to manage short-term net working
capital demands as these contracts mobilise and scale.
Beyond Mace, our strengthened framework and tender capability has underpinned
a series of larger contract wins during FY25. These projects illustrate how
our framework network is delivering higher-value, multi-product opportunities
across education, healthcare and commercial and industrial customers, and how
we are building the operational capability to deliver them consistently at
scale.
Innovating funding to unlock Net Zero
A defining feature of our model is our ability to unlock energy-saving and
decarbonisation projects without requiring customers to commit scarce capital.
During the year, we continued to build on our funding partnerships, including
with Redaptive, and made further progress in deploying this capital across our
portfolio. Since entering into the partnership with Redaptive in May 2025,
eEnergy had drawn down £13.0m of funding for its customers by the end of the
2025 financial year, covering more than 175 Solar PV and LED projects across
179 locations and 51 customers.
Post year-end, we launched a new Energy Performance Contract funding solution,
designed specifically to meet the needs of public sector organisations,
particularly in the NHS. The solution is structured in line with IFRS 16 and
NHS balance sheet requirements, enabling projects to be funded through
guaranteed energy savings and delivering Net Zero outcomes while reducing
operating costs. Importantly, the first contract has been signed with Symphony
Healthcare Services, part of Somerset NHS Foundation Trust, covering LED
lighting across 18 GP surgeries. This confirms that the structure is fit for
purpose and provides a strong blueprint for public sector estates seeking to
move at pace on Net Zero while improving resilience, strengthening energy
security and reducing operating costs. It also reduces organisations' reliance
on competitive grant schemes such as NEEF and provides a predictable,
service-based route to Net Zero.
Market backdrop
Our services are benefiting from strong tailwinds driven by market
fundamentals. Organisations across both the public and private sectors face
growing pressure to reduce energy consumption and cut carbon emissions, while
also managing tighter budgets and improving energy security. The experience of
2022 was a clear inflection point: when energy markets move, the cost of
waiting becomes very real, very quickly. The opportunity cost of delay is not
only higher bills in the short term, but prolonged exposure to volatile and
structurally expensive grid energy over many years.
In this context, energy efficiency and on-site generation are increasingly
seen as among the most effective hedges against energy price volatility. The
race towards 2030 Net Zero commitments, combined with continued volatility in
energy prices, is driving sustained demand for Solar PV, LED lighting, EV
charging and wider energy-efficiency measures. Our proposition, enabling
customers to upgrade their estates through funded, turnkey solutions, is
directly aligned with these needs, particularly where capital is constrained
but energy security and resilience are rising up the agenda.
Outlook
As we look ahead to FY26, we do so with a record forward order book, an
enlarged pipeline, established frameworks and growing funding capacity.
eEnergy is on track to deliver a transformational H1 FY26 performance, with
revenues anticipated to reach approximately £24.0m, compared with £10.1m in
H1 FY25, underpinned by approximately £21.0m of secured contracts or delivery
commitments. The visibility provided by our starting £14.0m order book and
£127.0m investment-grade pipeline underpins our expectations for a step-up in
revenues.
Looking across the full year, the Board has upgraded its FY26 revenue guidance
to £38.0m, underpinned by enhanced forward visibility and the full-year
benefit of revised revenue recognition accounting treatments.
We remain ambitious for eEnergy. With a strengthened platform, growing demand
for capital-free decarbonisation solutions and an increasingly visible
pipeline, we are well positioned to deliver attractive, sustainable growth and
to create long-term value for our shareholders.
Harvey Sinclair
Chief Executive
30 April 2026
CFO statement
We have introduced a tighter revenue recognition policy to more closely align
Adjusted EBITDA and cash generation and have achieved a clean audit opinion on
the FY25 results. We have also improved gross margin across all four product
groups and remain totally focussed on driving cash generative profitable
growth.
FY25 Group key performance indicators:
· Revenue of £19.0m (FY24 restated: £22.5m)
· Gross margin significantly improved to 33.1% (FY24 restated:
25.5%)
· Adjusted EBITDA* before central costs improved to £4.1m (FY24
restated: £1.8m)
· Central costs reduced to £2.0m (FY24: £2.5m)
· Adjusted EBITDA* post Central costs improved by £2.9m to £2.2m
(FY24 restated: £0.7m loss)
· Adjusted EBITDA* post Central costs percentage of revenue is
11.4% (FY24 restated: (3.1)%)
· Net cash inflow from operating activities is positive at £2.8m
(FY24: net cash outflow from operating activities £16.6m)
· Cash balance as at 31 December 2025 of £0.9m (31 December 2024:
£2.3m)
· Net debt (including IFRS 16 liabilities) of £1.3m (31 December
2024 restated: net debt (including IFRS 16) Liabilities: £2.9m)
· Net cash impact of exceptional items is £nil (FY24: £2.1m cash
out)
*Adjusted EBITDA is stated before charge for share-based payments of £0.8m
(FY24: £1.6m)
Introduction
The Group achieved £19.0m of revenue (FY24 restated: £22.5m) and £2.2m of
Adjusted EBITDA (FY24 restated: £0.7m loss). These results show solid
progress as Adjusted EBITDA increased by £2.9m year on year through cost
control, operational efficiencies and improvements in gross margin. I am
pleased to report that the Group has achieved a clean audit opinion for the
FY25 results.
Change in revenue recognition
As part of the ongoing review of its accounting policies, the Board has
decided to adopt a more conservative revenue recognition policy. Consequently,
revenue recognised on contract signing has been reduced from 30% to 5% for
Solar PV and Batteries and from 30% to 0% on LED and EV contracts. This policy
has been applied retrospectively from FY24. By refining the revenue
recognition policy to better reflect the progress of projects throughout their
installation, the Group has recognised a deferral of revenue from FY25 to
FY26.
Revenue recognition now more closely tracks the pattern of project costs
incurred. In addition, the revised policy will more closely align the cash
generation with Adjusted EBITDA. In F25, Adjusted EBITDA of £2.2m compares to
£2.1m of net cash flow from operations before working capital movements. The
Board believes the revised accounting approach provides a more prudent
representation of revenue recognition while maintaining strong visibility on
project delivery into FY26. A breakdown of the net change in revenue
recognition can be found in the table below:
Revenue FY24 FY25 FY26 3 year total £m % change
Actual Actual £m Forecast
£m £m
Originally Reported / Forecast 25.1 23.0 34.0 82.1
Change in revenue recognition (2.6) (4.0) 4.0 (2.6) (3)%
Revised 22.5 19.0 38.0 79.5
As a result of the revised revenue recognition policy, FY26 benefits from a
circa net £4.0m increase in revenue over the course of the year so we have
uplifted the market expectation for revenue from £34.0m to £38.0m. However,
we have left FY26 market expectation Adjusted EBITDA unchanged at £4.5m, as
the estimated c.£0.8m of additional gross profit on the net revenue increase
is mostly offset as contract assets at 31 December 2025 unwind over the
period.
There is no impact on cash generation in FY25 and FY26, with the accounting
change representing a timing difference only. The impact of the accounting
change has been booked through the opening balances of FY24 and FY25 which
have been restated accordingly.
To more fairly reflect the direct costs of fulfilling contracts, we have also
reallocated the salary costs of the LED and Solar PV delivery teams from
business unit costs, into cost of goods sold. Costs of goods sold now
represents the external direct costs and the internal direct costs of
fulfilling contracts. As a consequence of this change, gross margin is now
33.1% (FY24 restated: 25.5%). As we scale the business and drive through price
increases and further operational synergies, gross margin is expected to
continue to improve.
Summary of financial performance
Despite a small reduction in revenue to £19.0m (FY24 restated: £22.5m), due
to operational improvements, cost reductions, improved sourcing and the new
revenue recognition policy, we delivered a £2.9m improvement in Adjusted
EBITDA to £2.2m (FY24 restated: £0.7m loss), equivalent to 11.4% of revenue.
We are well positioned to deliver further profitable growth in FY26.
In the second half of the year, we were highly focused on scaling the business
to deliver the Mace tender award, which is not particularly evident in the
FY25 results but will come through strongly in FY26 with improved revenues and
increased gross profit. In the second half of FY25, the Mace work consumed the
operational teams as they geared up to supply Solar PV, LED, EV and batteries
in up to 73 different schools. As such, and to reflect the value of the work
done, we recorded a contract asset of £0.6m in respect of costs incurred to
fulfil the Mace tender award. The level of work has been unprecedented, as was
the scale of the award. The contract asset will be expensed against gross
profit generated on Mace work in H1-26.
Financial position and liquidity
Despite positive net cash flow from operating activities of £2.8m, cash in
FY25 reduced by £1.4m to £0.9m, principally due financing activities which
came at a cash cost of £4.1m. Interest and repayment of lease liabilities
amounted to £1.2m within the £4.1m total charge.
To increase liquidity and to fund the increase in net working capital,
principally around the Mace tender award where the payment terms are
considerably longer than the Group's typical 7-day payment terms), the Group
drew down £1.5m from Harwood Holdco Limited in November 2025. The cash in
from this loan has helped offset the £0.7m increase in trade and other
receivables which reflect the longer credit terms agreed as part of the Mace
tender award.
During FY25, the Group repaid the NatWest loan at a cash cost of £6.7m using
funds provided by Redaptive, which explains most of the reduction in financial
assets year on year. In March 2026, the Board made the decision to terminate
the NatWest facility on the basis that Redaptive is now the preferred funding
partner for the Group. This will result in a non-cash charge of c.£0.3m in
H1-26 to expense the remaining capitalised deal and professional fees in
relation to the NatWest facility.
The Group utilised c.£0.4m of provisions brought forward from FY24 to
mitigate the cost of closing out two leases in Ireland (post the cessation of
our presence in Ireland in FY24) and the costs of servicing legacy warranty
issues in Ireland which are also now closed out.
We have recognised a current asset for deferred tax of £0.4m in respect of
trading losses (FY24 restated: £nil). With the forecast improvement in the
profitability of the business, we expect to utilise the deferred tax asset
within the next twelve months.
Working capital
We seek to ensure that overall, the Solar PV and LED projects are self-funding
- such that net working capital is in a net credit position. Given the mix of
projects at various stages of completion and the mix of projects, some of
which are capex and some of which are funded projects, net working capital
should remain in a credit position overall.
On capex projects, customers typically fund 50% of the project in advance.
This ensures that the net cash flow of the project remains positive throughout
the life of the project. However, when we use funding partners such as
Redaptive to fund the capex for our customers' projects, eEnergy typically
only gets to draw down the funds for the installation revenue at the end of
the project. The funding partner takes the collection risk on customer
repayments over the life of the contract.
Strengthened financial controls
We are never complacent and continually seek to strengthen financial controls
across the business and make the finance function more outward facing to our
vendors, our customers and our staff. We directly support our operational
colleagues, helping them focus on ideas to improve cash generation and
increase profit. Together we make a real difference, and I am pleased with how
the Finance team is working across the business supporting our operational
colleagues.
Summary and FY2026 Outlook
I take this opportunity to formally state my gratitude to my Finance team and
my operational colleagues who have worked tirelessly together to deliver
significant improvements in gross margin and improve our ways of working to
make our business easier to manage, more profitable and cash generative. We
have made great progress together and I expect to see further progress in the
current year.
It was pleasing to report a solid £2.9m improvement in Adjusted EBITDA to
£2.2m (FY24 restated: £0.7m loss) and our focus is now on delivering the
forecast increase in Adjusted EBITDA in FY26 helped by the benefit of strong
operational gearing. The revision of our revenue recognition policy more
closely aligns Adjusted EBITDA and cash flow and more closely reflects the
activity levels in the business.
Once the Mace tender award work is completed by May 2026, we expect to see
significant improvement in gross margin in H2, as non-Mace business is
considerably more profitable and will drive solid bottom line improvement in
profitability, even on lower revenue. We are poised for profitable, and more
importantly, cash generative growth. Our focus remains on cash generation as
our top priority.
John Gahan
Chief Financial Officer
30 April 2026
Consolidated statement of comprehensive income
Year ended Year ended
31 December 2025 31 December 2024
Restated ((i))
£'000 £'000
Continuing operations Note
Revenue 6 19,001 22,495
Cost of sales (12,711) (16,755)
Gross profit 6,290 5,740
Administrative expenses 7 (5,200) (13,241)
Distribution costs 7 (740) (1,270)
Operating profit / (loss) 350 (8,771)
Finance income 10 21 257
Finance expense 10 (2,802) (2,446)
Loss before tax (2,431) (10,960)
Taxation 11 (962) 1,644
Loss for the year from continuing operations (3,393) (9,316)
Result from discontinued operations 5 - (325)
Loss for the year (3,393) (9,641)
Other comprehensive income
Items that may subsequently be reclassified to profit or loss
Translation of foreign operations (361) 317
Total other comprehensive (expense)/income (361) 317
Total comprehensive loss for the year (3,754) (9,324)
Basic and diluted loss per share from continuing operations 12 (0.88)p (2.41)p
The accompanying notes on pages 17 to 81 form part of the financial statements
(i) Following the identification of material accounting misstatements, the
Directors have restated the prior year comparatives. See note 3 for further
details and analysis.
Year ended Year ended
31 December 2025 31 December 2024
Restated ((i))
Reconciliation to Adjusted EBITDA (Non-GAAP Measure) £'000 £'000
Note
Operating profit /(loss) 350 (8,771)
Adjustments for:
Depreciation and amortisation 7 1,011 480
Adjusting items 7 798 7,591
Adjusted EBITDA (Non-GAAP Measure) 2,159 (700)
Consolidated statement of financial
position
Company No. 05357433
Year ended Year ended Period ended
31 December 2025 31 December 2024 31 December 2023
Restated ((i)) Restated ((i))
£'000 £'000 £'000
Note
NON-CURRENT ASSETS
Property, plant and equipment 13 183 227 292
Intangible assets 14 3,321 3,443 3,465
Right of use assets 19 888 1,360 502
Trade and other receivables - - 818
Financial assets 26 4,743 12,717 8,086
Deferred tax asset 21 1,150 2,540 1,138
10,285 20,287 14,301
CURRENT ASSETS
Inventories - - 177
Trade and other receivables 16 3,514 2,730 2,134
Financial assets 26 1,584 2,179 1,530
Deferred tax asset 21 359 - -
Cash and cash equivalents 17 921 2,317 597
6,378 7,226 4,438
Disposal group classified as held for sale 5 - - 34,997
6,378 7,226 39,435
TOTAL ASSETS 16,663 27,513 53,736
CURRENT LIABILITIES
Trade and other payables 18 (5,714) (8,277) (14,540)
Lease liabilities 19 (388) (428) (189)
Provisions 22 (71) (510) (646)
Financial liabilities 26 (2,443) (1,943) (1,507)
Borrowings 20 - (490) (7,479)
(8,616) (11,648) (24,361)
Disposal group classified as held for sale 5 - - (7,852)
(8,616) (11,648) (32,213)
NET CURRENT (LIABILITIES)/ASSETS (2,238) (4,422) 7,222
NON-CURRENT LIABILITIES
Lease liabilities 19 (536) (1,073) (384)
Borrowings 20 (1,288) (3,265) -
Deferred tax liability 21 (46) (115) (944)
Provisions 22 (305) (394) -
Financial liabilities 26 (5,420) (7,776) (9,249)
(7,595) (12,623) (10,577)
TOTAL LIABILITIES (16,211) (24,271) (42,790)
NET ASSETS 452 3,242 10,946
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Issued share capital 23 16,494 16,494 16,494
Share premium 23 49,319 49,319 49,319
Other reserves 24 3,276 2,443 2,585
Reverse acquisition reserve 24 (35,246) (35,246) (35,246)
Foreign currency translation reserve (243) 118 (199)
Accumulated losses (33,148) (29,886) (22,007)
TOTAL EQUITY 452 3,242 10,946
The accompanying notes on pages 17 to 81 form part of the financial
statements.
(i) Following the identification of material accounting misstatements, the
Directors have restated the prior year comparatives. See note 3 for further
details and analysis.
The financial statements were approved by the Board of Directors for issue on
29 April 2026 and were signed on their behalf by:
John Gahan
Director
Company statement of financial
position
Company No. 05357433
Year ended Year ended Period ended
31 December 2025 31 December 2024 31 December 2023
Restated ((i)) Restated ((i))
Note £'000 £'000 £'000
NON-CURRENT ASSETS
Property, plant and equipment 13 23 19 26
Intangible assets 14 44 70 75
Right of use assets 19 686 620 128
Trade and other receivables 16 23,133 23,963 24,574
Investment in subsidiary 15 6,574 6,574 6,574
30,460 31,246 31,377
CURRENT ASSETS
Trade and other receivables 16 164 307 426
Cash and cash equivalents 17 30 175 56
194 482 482
TOTAL ASSETS 30,654 31,728 31,859
CURRENT LIABILITIES
Trade and other payables 18 (9,058) (8,851) (1,854)
Lease liabilities 19 (316) (272) (132)
Borrowings - - (2,409)
(9,374) (9,123) (4,395)
NET CURRENT LIABILITIES (9,180) (8,641) (3,913)
NON-CURRENT LIABILITIES
Lease liabilities 19 (398) (357) -
Borrowings 20 (1,288) - -
(1,686) (357) -
TOTAL LIABILITIES (11,060) (9,480) (4,395)
NET ASSETS 19,594 22,248 27,464
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Issued share capital 23 16,494 16,494 16,494
Share premium 23 49,319 49,319 49,319
Other reserves 24 3,242 2,409 2,551
Accumulated losses (49,461) (45,974) (40,900)
TOTAL EQUITY 19,594 22,248 27,464
The accompanying notes on pages 17 to 81 form part of the financial statements
(i) Following the identification of material accounting misstatements, the
Directors have restated the prior year comparatives. See note 3 for further
details and analysis.
A separate Statement of comprehensive income for the Parent Company has not
been presented, as permitted by Section 408 of the Companies Act 2006. The
Company's loss for the period was £3,618,000 (2024: restated loss of
£6,836,000).
The financial statements were approved by the Board of Directors for issue on
29 April 2026 and were signed on their behalf by:
John Gahan
Director
Consolidated statement of cashflows
Year ended Year ended
31 December 2025 31 December 2024
Restated ((i))
£'000 £'000
Note
Operating profit/(loss) 350 (8,771)
Adjustments for: 4 - 8
Add back EBITDA from discontinued operations
Depreciation and amortisation 7 1,011 480
Share based payment expense 7 798 1,620
Capitalisation of staff time 7 (68) -
Operating cashflow before working capital movements 2,091 (6,663)
(Increase) in trade and other receivables 16 (968) (55)
(Decrease) in trade and other payables 18 (2,859) (3,371)
Decrease/(increase) in financial assets 26 8,569 (5,153)
(Decrease) in financial liabilities 26 (3,484) (1,808)
Decrease in inventories - 177
(Decrease)/increase in provisions 22 (528) 258
Net cash inflow/(outflow) from operating activities 2,821 (16,615)
Cashflow from investing activities
Cash on disposal of discontinued operations 5 - 22,874
Expenditure on intangible assets 14 (139) (18)
Purchase of plant, property and equipment 13 (24) (13)
Net cash (outflow)/inflow from investing activities (163) 22,843
Cashflow from financing activities
Interest paid 10 (603) -
Repayment of lease liabilities 19 (641) (439)
Proceeds from NatWest customer funding facility 20 2,341 4,603
Proceeds from Harwood facility 20 1,500 -
Repayment of NatWest client borrowings 20 (6,651) (8,707)
Net cash outflow from financing activities (4,054) (4,543)
Net (decrease)/increase in cash and cash equivalents (1,396) 1,685
Cash and cash equivalents at the start of the period 2,317 632
Cash and cash equivalents at the end of the period 921 2,317
Consolidated statement of changes in equity
Share capital Share premium Other reserves Reverse acquisition reserve Foreign currency reserve Accumulated losses Total equity
£'000 £'000 ( )
£'000 £'000 £000 £'000 ( )
£'000
As at 1 January 2024 16,494 49,319 2,017 (35,246) (199) (21,060) 11,325
Opening reserves restatement - - 568 - - (947) (379)
As at 1 January 2024 (restated) 16,494 49,319 2,585 (35,246) (199) (22,007) 10,946
Loss for the year (restated) - - - - - (9,641) (9,641)
Other comprehensive income - - - - 317 - 317
Total comprehensive income/(loss) for the year attributable to the equity - - - - 317 (9,641) (9,324)
holders of the parent
Recycling of share based payment reserve - - (1,762) - - 1,762 -
Equity settled share based payments - - 1,620 - - - 1,620
Transactions with owners - - (142) - - 1,762 1,620
As at 31 December 2024 (restated) 16,494 49,319 2,443 (35,246) 118 (29,886) 3,242
Loss for the year - - - - - (3,393) (3,393)
Other comprehensive loss - - - - (361) - (361)
Total comprehensive loss for the year attributable to the equity holders of - - - - (361) (3,393) (3,754)
the parent
Warrants - - 166 - - - 166
Recycling of share-based payments and warrants reserves - - (131) - - 131 -
Equity settled share based payments - - 798 - - - 798
Transactions with owners - - 833 - - 131 964
As at 31 December 2025 16,494 49,319 3,276 (35,246) (243) (33,148) 452
The accompanying notes on pages 17 to 81 form part of the financial
statements.
(i) Following the identification of material accounting misstatements, the
Directors have restated the prior year comparatives. See note 3 for further
details and analysis.
Company statement of changes in equity
Share capital Share premium Other reserves Accumulated losses Total equity
Restated (i) Restated (i) Restated (i)
£'000 £'000 £000 £'000 £'000
As at 1 January 2024 16,494 49,319 1,983 (40,692) 27,104
Restatement of opening reserves - - 568 (208) 360
As at 1 January 2024 (restated) 16,494 49,319 2,551 (40,900) 27,464
Loss for the year (restated) - - - (6,836) (6,836)
Total comprehensive loss for the year attributable to the equity holders of - - - (6,836) (6,836)
the parent (restated)
Equity settled share based payments - - 1,620 - 1,620
Recycling of share-based payment reserve - - (1,762) 1,762 -
Transactions with owners - - (142) 1,762 1,620
As at 31 December 2024 (restated) 16,494 49,319 2,409 (45,974) 22,248
Loss for the year - - - (3,618) (3,618)
Total comprehensive loss for the year attributable to the equity holders of - - - (3,618) (3,618)
the parent
Warrants - - 166 - 166
Equity settled share based payments - - 798 - 798
Recycling of share-based payment and warrants reserves - - (131) 131 -
Transactions with owners - - 833 131 964
As at 31 December 2025 16,494 49,319 3,242 (49,461) 19,594
The accompanying notes on pages 17 to 81 form part of the financial
statements.
(i) Following the identification of material accounting misstatements, the
Directors have restated the prior year comparatives. See note 3 for further
details and analysis.
Notes to the financial statements
For the period ended 31 December 2025
1. General information
eEnergy Group plc (the 'Company') is a public limited company with its shares
traded on the AIM market of the London Stock Exchange. eEnergy Group plc is a
holding company of a group of companies (the 'Group').
eEnergy (AIM: EAAS) is the UK's leading digital energy services provider for
B2B and public sector organisations reducing customers' energy costs with LED
lighting, solar PV and EV charging. Customers either purchase our
energy-saving solutions outright (as capex) or we can provide a funded
solution using third-party finance. Either way, customers generate immediate
cash savings post the installation of an eEnergy project.
Our primary services include:
Reduce: LED lighting and controls
Generate: Solar PV, ground mount, rooftop, and carport
Charge: EV charging and management software
eEnergy has completed over 1,100 de-carbonisation projects within the B2B and
public sector. eEnergy is #1 in the education sector, having worked with over
840 schools, and installed over half a million LED lights, and improved the
learning environment for over 443,000 students-enough to fill Wembley Stadium
almost five times over. With circa 70% of UK schools yet to transition to LED
lighting and over 90% yet to deploy solar, eEnergy estimates a significant
addressable market to install rooftop solar, LED lighting, and EV charging
infrastructure in UK schools.
Our vision is clear: make Net Zero possible and profitable for every
organisation. eEnergy is the market leader within the education sector and has
been awarded the Green Economy Mark by the London Stock Exchange.
The Company is incorporated and domiciled in England and Wales with its
registered office at 20 St Thomas Street, London, England, SE1 9RS. The
Company's registered number is 05357433.
2 Accounting policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
2.1 Basis of preparation
The financial statements have been prepared in accordance with UK adopted
international financial reporting standards ('UK IFRS') and with the
requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost
convention as modified by financial assets at fair value through profit or
loss and other comprehensive income, and the recognition of net assets
acquired under the reverse acquisition at fair value.
The preparation of financial statements in conformity with UK IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts in the financial statements. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions or estimates are significant to the financial statements, are
disclosed in note 2.26.
The financial statements present the results for the Group and the Company for
the 12-month period ended 31 December 2025. The comparative period is for the
12 months ended 31 December 2024, and those results have been restated as
outlined further in note 3.
The principal accounting policies are set out below and have, unless otherwise
stated, been applied consistently in the financial statements. The
consolidated financial statements are prepared in Pounds Sterling, which is
the Group and Company's functional and presentation currency, and are
presented to the nearest £'000.
During the prior year, the Energy Management Division was disposed. In
accordance with IFRS 5, this is disclosed separately as a discontinued
operation.
The Company meets the definition of a qualifying entity under FRS 100
(Financial Reporting Standard 100) issued by the Financial Reporting Council.
During the prior period eEnergy Group plc has adopted Financial Reporting
Standard 101 Reduced Disclosure Framework for the presentation of the single
entity financial statements, having previously presented under IFRS. There was
no impact as a result in the adoption of this accounting framework to the
single entity financial statements, other than the disclosure exemptions
applied.
The Company only financial statements have therefore been prepared in
accordance with FRS 101 (Financial Reporting Standard 101) 'Reduced Disclosure
Framework' as issued by the Financial Reporting Council. As permitted by FRS
101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to share-based payment, financial instruments,
capital management and presentation of comparative information in respect of
certain assets, presentation of a cashflow statement, standards not yet
effective and related party transactions, Where required, equivalent
disclosures are given in the consolidated Group accounts.
The Directors have taken advantage of the exemption available under section
408 of the Companies Act and not presented a profit and loss account for the
Company alone. The Company had a loss for the year of £3,618,000 (2024:
restated loss of £6,836,000) and the Company received no dividend income in
the current or prior year.
2.2 New standards, amendments and interpretations
The Group has not adopted any new standards and interpretations for the first
time for the annual reporting period commencing 1 January 2025.
2.3 New standards and interpretations not yet adopted
New standards and interpretations that are in issue but not yet effective are
listed below:
• Amendments to IAS 21: Lack of Exchangeability;
• Amendments to IFRS 9 and IFRS 7: Classification and Measurement of
Financial Instruments;
• Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture;
• IFRS 18: Presentation and Disclosure in Financial Statements; and
• IFRS 19: Subsidiaries without Public Accountability: Disclosures.
With the exception of the adoption of IFRS 18, the adoption of the above
standards and interpretations is not expected to lead to any changes to the
Group's accounting policies nor have any other material impact on the
financial position or performance of the Group.
IFRS 18 was issued in April 2024 and is effective for periods beginning on or
after 1 January 2027. Early application is permitted and comparatives will
require restatement. The standard will replace IAS 1 Presentation of Financial
Statements and although it will not change how items are recognised and
measured, the standard brings a focus on the Statement of comprehensive income
and reporting of financial performance. Specifically, it classifies income and
expenses into three new defined categories - operating, investing and
financing and two new subtotals operating profit and loss and profit or loss
before financing and income tax, introduces disclosures of management defined
performance measures (MPMs) and enhances general requirements on aggregation
and disaggregation. The impact of the standard on the Group is currently being
assessed and it is not yet practicable to quantify the effect of IFRS 18 on
these consolidated financial statements; however there is no impact on
presentation for the Group in the current year given the effective date - this
will be applicable for the Group's Annual Report for the year ended 31
December 2027.
2.4 Going concern
The financial information has been prepared on a going concern basis, which
assumes that the Group and Company will continue in operational existence for
the foreseeable future. In assessing whether the going concern assumption is
appropriate, the Directors have taken into account all relevant information
about the current and future position of the Group and Company, including the
current level of resources and the trading outlook over the going concern
period, being at least 12 months from the date of approval of the financial
statements. Management has stress tested the forecasted financial performance
of the Group over the going concern period, including the preparation of a
three statement financial model. The forecast cashflow was subject to
management's reasonable worst case scenario alongside a range of key
sensitivities. Under these conditions the Group modelling still produced
sufficient cashflows in order to meet liabilities as and when they fell due
without any additional external support.
During the current financial year, the Group settled all outstanding balances
due under the NatWest customer facility. On 13 November 2025 eEnergy Group plc
agreed a £1.5 million facility with Harwood Holdco Limited. The facility is
repayable on or before 12 November 2026 with an option to extend for a further
6 months to 12 May 2027 with a second 6 month extension option to 12 November
2027 with the agreement of Harwood. On 23 February 2026, eEnergy Group plc
agreed a further £1.0m million facility with Harwood Holdco Limited repayable
on or before 31 July 2026. Harwood are recognised as a minority shareholder in
eEnergy Group plc with Board representation via Nicholas Mills. Both
facilities were utilised in order to strengthen the Group's balance sheet and
enhance financial flexibility during the delivery of the Mace contract.
The Directors note that particularly at the current time, there is a continued
significant macroeconomic and geo-political uncertainty. eEnergy is a
contracting business and carefully manages its sales pipeline to ensure new
sales opportunities convert into revenue in sufficient quantities and at
sufficient margins to allow the business to generate positive cash. The
Directors believe the business is well placed to continue to deliver strong
growth in revenue and cash flow, demonstrating the ability to win large
projects at scale such as the Mace Award, as well as maintaining a significant
order book as at the date of this report.
Taking these matters into consideration alongside the financial modelling that
has been undertaken, the Directors consider that the continued adoption of the
going concern basis is appropriate. The financial statements do not reflect
any adjustments that would be required if they were to be prepared other than
on a going concern basis.
2.5 Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases. Specifically, the results of subsidiaries disposed of during the prior
year are included in the Consolidated statement of comprehensive income until
the date when the Group ceased to control those companies, as presented within
the share of results from discontinued operations prior to the sale of the
Energy Management business.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
value of the assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts of
acquiree's identifiable net assets.
Potential contingent consideration to be paid by the Group is assessed and
recognised at fair value at the acquisition date. Subsequent changes to the
fair value of contingent consideration is recognised either in profit or loss
or as a change to other comprehensive income.
Acquisition-related costs are expensed as incurred. Intercompany transactions,
intercompany balances and unrealised gains or losses on transactions between
Group companies are eliminated. Unrealised losses are also eliminated.
2.6 Foreign currency translation
(i) Functional and presentation currency
Items included in the individual financial statements of each of the Group's
entities are measured using the currency of the primary economic environment
in which the entity operates (the 'functional currency'). The consolidated
financial statements are presented in Pounds Sterling, which is the
presentation and functional currency for eEnergy Group plc. The individual
financial statements of each of the Company's wholly owned subsidiaries are
prepared in the currency of the primary economic environment in which it
operates (its functional currency). IAS 21 The Effects of Changes in Foreign
Exchange Rates requires that assets and liabilities be translated using the
exchange rate at the period end and income, expenses and cash flow items are
translated using the rate that approximates the exchange rates at the dates of
the transactions (i.e. the average rate for the period).
(ii) Transactions and balances
Transactions denominated in a foreign currency are translated into the
functional currency at the exchange rate at the date of the transaction.
Assets and liabilities in foreign currencies are translated to the functional
currency at rates of exchange ruling at the balance sheet date. Gains or
losses arising from settlement of transactions and from translation at
period-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of comprehensive income for
the period.
(iii) Group companies
The results and financial position of all the Group entities that have a
functional currency different from the presentation currency are translated
into the presentation currency as follows:
• Assets and liabilities for each balance sheet presented are translated at
the closing rate at the date of the balance sheet;
• Income and expenses for each Statement of comprehensive income are
translated at approximately the average exchange rate during the period; and
• All resulting exchange rate differences are recognised as a separate
component of equity.
On consolidation, exchange rate differences arising from the translation of
the net investment in foreign operations are taken to shareholders' equity.
When a foreign operation is partially disposed or sold, exchange differences
that were recorded in equity are recognised in the Statement of comprehensive
income as part of the gain or loss on sale.
2.7 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors.
The Board reviews the Group's internal reporting in order to assess
performance of the Group and has determined that in the period ended 31
December 2025 the Group had two operating segments, being Energy Services and
Group Central costs.
On 9 February 2024, the Group sold its Energy Management business segment,
hence the results and net asset position for Energy Management being reported
as a discontinued operation, as presented in note 5. This was considered as a
separate third business unit as part of the prior year comparatives.
The Directors also undertake analysis of the Group in order to identify plc
related costs from Group operating costs, in order to separately present the
specific costs to the Group as a result of being AIM listed.
2.8 Impairment of non-financial assets
Non-financial assets and intangible assets not subject to amortisation are
tested annually for impairment at each reporting date and whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment review is based on discounted future cash flows at an assumed
post-tax discount rate of 12%. If the expected discounted future cash flow
from the use of the assets and their eventual disposal is less than the
carrying amount of the assets, an impairment loss is recognised in profit or
loss and not subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are largely independent cash flows (cash generating
units or 'CGUs').
2.9 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions and bank overdrafts.
2.10 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
• Those to be measured at amortised cost; and
• Those to be measured through other comprehensive income.
The Group classifies financial assets as at amortised cost only if both of the
following criteria are met:
• The asset is held within a business model whose objective is to collect
contractual cash flows;
• The contractual terms give rise to cash flows that are solely payment of
principal and interest; and
• Those to be measured subsequently at fair value through profit or loss.
Financial instruments that meet the following conditions are measured
subsequently at fair value through other comprehensive income ('FVTOCI'):
• The financial asset is held within a business model whose objective is
achieved both by collecting contractual cash flows and selling the financial
assets; and
• The contractual terms of the financial asset give rise to specified dates
to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Cash payments to eEnergy from customer installations funded using third-party
finance are recognised at amortised cost which is the net present value of
those cash flows to eEnergy. The financial asset is unwound over time as the
cash is received from the customer; the 'unwind' element is recognised as
revenue through the Statement of comprehensive income.
Amounts owed to funders reflect the capital obligation of the committed future
cashflows. The financial liabilities are 'unwound' over time via interest
expense recognised through the Statement of comprehensive income.
Loans from funders accrue interest which is recorded as an interest expense.
There are some timing differences between the recognition of interest as
income and the recognition of the interest expense.
b) Recognition
Purchases and sales of financial assets are recognised on the date of the
trade (that is, the date on which the Group commits to purchase or sell the
asset). Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss ('FVPL'), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
d) Debt instruments
Debt instruments are recorded at amortised cost: Assets that are held for
collection of contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost. Interest
income from these financial assets is included in finance income using the
effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/(losses)
together with foreign exchange gains and losses.
e) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. Impairment losses are
presented as a separate line item in the Statement of profit or loss.
2.11 Revenue recognition
Under IFRS 15: Revenue from Contracts with Customers, five key points to
recognise revenue have been assessed:
Step 1: Identity the contract(s) with a customer;
Step 2: Identity the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the
contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance
obligation.
The Group recognises revenue when the amount of revenue can be reliably
measured (i.e. there is a signed contact), it is probable that future economic
benefits will flow to the entity, and specific criteria have been met for each
of the Group's activities, as described below.
Where estimates are made, these are based on historical results, taking into
consideration the type of customer, the type of transaction and the specifics
of each arrangement. Where the Group makes sales relating to a future
financial period, these are deferred and recognised as 'contract liabilities'
on the Statement of financial position, with associated costs recognised as
contract assets / accrued costs based on the pro-rating for the stage of
completion of an installation.
Signed customer contracts reflect the value of revenue.
Energy Services Division (continuing operations)
Historically, on signing a contract, the Group recognised 30% of the contract
net revenue, together with 30% of the expected project costs associated with
delivering the contract. During the current financial period management have
changed their accounting policy in order to better represent the satisfaction
of performance obligations under each project. This follows the input method
which is based on the Group's efforts towards satisfying a performance
obligation relative to the total expected inputs into the satisfaction of that
performance obligation. Due to the relatively short duration for installation
works to be completed, this is based on time elapsed from the start on site
('SOS') date to the expected finish on site ('FOS') date. Upon signing, the
Group will now recognise 5% of revenue for Solar PV / Battery projects and 0%
of revenue for LED / EV projects, which has led to the restatement of the
prior period results to provide a true and fair comparative under this new
accounting policy (see note 3 for further details). Following review by
management this is judged to be a more true and fair representation of the
costs incurred prior to the start of site ('SOS') date in order to deliver an
investment grade, fully costed, planned and funded installation with key
details set out in the customer contract. Once the project is underway,
further revenue and project costs are recognised each month by pro-rating
revenue between the SOS and expected FOS dates. This substantially reduces the
potential for management override of controls as the revenue to be recognised
is based on the SOS and FOS dates agreed with the client. Given the number of
parties involved, the SOS and expected FOS dates are important milestones on
the project. The estimated FOS date still represents an area of management
judgement when a project is still incomplete as at the reporting date. An
estimate must be made as finishing dates are not fixed by nature and therefore
require an estimate based on a projects critical path, estimated installation
timeline and further input from the operations team. There is more judgement
applied over Solar installations than LED projects given the longer average
duration per install.
The Group now also recognises the internal costs such as staff time, travel,
subsistence and accommodation and internal design and development costs as
part of the cost of sale for each project. As such, balances that were
historically presented as administrative expenses are now presented within
cost of sales and recognised as part of the input required to satisfy the
relevant performance obligations.
Where costs have been incurred prior to the signing of a contract with a
customer, the Group will recognise a contract asset where it is probable that
the balance will be recovered through the satisfaction of contractual
performance obligations. The costs of obtaining a contract are those costs
that are incurred to obtain a contract with a customer that would not have
been incurred if the contract had not been obtained. Costs that would have
been incurred regardless of whether the contract was obtained are recognised
as an expense when incurred. Contract assets are amortised over the life of
the contract, releasing to the income statement as a cost of sale in line with
the satisfaction of performance obligations. Should management become aware of
any contract assets pertaining to lost work or projects that are known not to
be proceeding, the full value of the contract asset is recognised in the
income statement immediately.
Completion of the project is evidenced by a signed customer 'certificate of
acceptance' ('COA') at the end of funded projects, or as agreed with the
customer for capex projects. The COA is shared with the third-party funder as
evidence that the project has been accepted by the client and the funder then
advances any remaining funding to eEnergy.
Where estimates on variation revenue (and variation project costs) are made,
these are based on analysis of the additional work being requested which are
agreed with the client and with any third-party contractors in advance in
writing. All contractors require a purchase order ('PO') from eEnergy before
they are permitted to commence work, including any work on variation orders.
eEnergy's tight control of POs ensures that the contractors work to a simple
message of 'no PO no go' which prevents unauthorised third-party project costs
being incurred on projects.
There is typically a relatively small service and maintenance undertaking
included within the customer agreement and this may require the repair or
replacement of faulty products during the term of the agreement, typically
7-10 years. This performance obligation is not a material element of the
client agreement, so the revenue is not separately recognised. A provision for
potential future warranty costs is typically recognised as part of the cost of
sale.
Customers either contract to make payments to the Group as capex payments, or
to pay over the term of the contract (typically 7-10 years) to match their
usage of the technology. In the latter case, the Group may assign the majority
or all of its rights and obligations under a client agreement to a finance
partner. Neither that assignment, nor the timing of the customer payments,
changes the recognition of revenue under the contract. The installation
revenue will have been recognised in full by completion. Historically, where
the customer had entered into a LaaS or SaaS contract via a special purpose
vehicle ('SPV') the Group recognises the interest income (and interest
expense) over the life of the contract. Further details are set out in 2.12
Special Purpose Vehicle Accounting.
2.12 Special Purpose Vehicle ('SPV') accounting
Introduction
Historically, the eEnergy Group has operated a number of Special Purpose
Vehicles (SPVs) alongside each Buildco (the company that installs the
projects). SPVs contract directly with third-party customers for Lighting- and
Solar-as-a-Service contracts ('LaaS / SaaS'), while also contracting directly
with funders in order to finance these cashflows. Installations are
subcontracted internally to a Buildco within the eEnergy Group. Management has
identified that the SPVs operate as principal under the LaaS and SaaS
contracts and as such revenue is presented gross, as are balances due from
customers and due to funding providers. The SPVs hire equipment to the end
customer and incur VAT liabilities as they invoice for collections under each
LaaS / SaaS contract across the duration of the agreement. The Buildco will
recognise the associated build and installation costs for each project, with
internal revenue that eliminates upon consolidation against equivalent cost of
sales in the associated SPV.
The financing component is solely recognised in the SPVs over the life of the
contract. The financing component is recognised over time as the interest
revenue unwinds via the principal of amortised cost into the Statement of
comprehensive income as 'financing revenue'. As each SPV is set up to
facilitate an individual funding relationship, all contracts secured by that
SPV include this financing element. As this is considered to be part of the
business-as-usual operations for each SPV the financing component is
recognised as revenue within the statement of comprehensive income.
The SPVs recognise financial assets in relation to the long term contractual
cashflow due from the customer, with the balance analysed between less than
one year and greater than one year.
The SPVs contract with third-party funders who advance funds to that SPV which
enables the SPV to pay the cost of the installation to one of the Group's two
Buildco businesses. The SPV remains responsible for the repayment of the
advance from the funder. If there is a shortfall in customer repayments, the
SPV must make up that difference to the funder. Essentially, the SPV typically
just makes a relatively small margin on the interest finance charged by the
funder.
For Buildco, the funded project revenue approach follows the same accounting
treatment for customer-funded capex installation revenue. The project
accounting in Buildco is now treated consistently across both types of
contracted revenue (capex and funded). Under the current funding arrangements
with Redaptive for example, the Group no longer uses its SPVs for funded
projects with customers paying the third party funder directly over the life
of the contract without recourse to eEnergy for any credit risk.
Funding liabilities
In summary, there are three categories of funding which we recognise as being
distinct from each other. These are as follows:
Where the SPV sells the customer receivable to the funder but retains the
financial obligations to the funders with recourse. This scenario covers the
SOLAS, SUSI and Aquila SPV arrangements. Funders make an upfront payment to
the SPV upon the completion of the installation and are subsequently repaid by
the SPV on an agreed monthly/quarterly basis over the term of the contract as
the SPV receives cash from the customer. The SPV has an obligation to make
repayments in line with the funders' payment schedules and as such, the SPV
recognises a financial liability at the amortised cost of the future payments
to the funder. Should a customer not pay the SPV, the SPV would need to keep
the funder 'whole' for the cost of the finance.
The income stream from the customer is presented separately on the balance
sheet at amortised cost as a financial asset and the interest revenue is
recognised in the SPV over time with an interest expense below EBITDA
reflecting the interest charge on the third-party funding.
Where funders (e.g. Siemens or Redaptive) advance funds to a Buildco but
without recourse to eEnergy re non-payment by customers. In this scenario,
Buildco contracts with each third-party funder and each customer directly.
This is because once the project is complete, eEnergy passes the customer
details onto the third-party funder and the customer pays the third-party
funder directly until the end of the contract. There is no recourse for
non-payment by the customer back to eEnergy.
With the NatWest facility, the structure of the funding arrangement is that
NatWest provides a loan/debt facility directly to eEnergy secured against
customer receivables. This loan requires eEnergy to service the facility
itself directly with NatWest. There is no sale of customer receivables to
NatWest as there is in the first category above. Effectively the NatWest
customer contracts are collateralised as security and if eEnergy defaults on
the loan, NatWest may seize and sell the assets to offset its loss.
Warranty obligations
Product vendors to the Group provide a wide-ranging warranty over products
over the duration of the project life. The cost of any replacement materials
and their installation costs in the first few years of the contract are
typically covered by vendors and subsequent to that, the materials are still
typically covered by the vendor. The risk and reward for warranty work is not
held by the SPV but is held by Buildco. As essentially most of the risk for
warranty costs is contracted back-to-back with the vendors, the element of the
revenue for warranty is considered immaterial and as such, no separate
performance obligation is recognised for provision of O&M and warranty
services.
2.13 Share-based payments
The cost of equity-settled transactions with employees and Directors is
measured by reference to the fair value of the equity instruments at the date
at which they are granted and is recognised as an expense over the vesting
period, which ends on the date on which the relevant employees become fully
entitled to the award. In valuing equity-settled transactions, no account is
taken of any vesting conditions, other than conditions linked to the price of
the shares of a Group company (market conditions) and non-vesting conditions.
No expense is recognised for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market or non-vesting condition,
which are treated as vesting irrespective of whether or not the market or
non-vesting condition is satisfied, provided that all other vesting conditions
are satisfied. At each balance sheet date before vesting, the cumulative
expense is calculated, representing the extent to which the vesting period has
expired and management's best estimate of the achievement or otherwise of
non-market conditions and of the number of equity instruments that will
ultimately vest or in the case of an instrument subject to a market condition,
be treated as vesting as described above. The movement in cumulative expense
since the previous balance sheet date is recognised in the Statement of
comprehensive income, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified, or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative. Where an
equity-settled award is cancelled, it is treated as if it had vested on the
date of cancellation, and any cost not yet recognised in the profit and loss
account for the award is expensed immediately. Any compensation paid up to the
fair value of the award at the cancellation or settlement date is deducted
from equity, with any excess over fair value expensed in the profit and loss
account.
2.14 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any accumulated impairment losses. When the Group acquires any plant and
equipment it is stated in the financial statements at its cost of acquisition.
Depreciation is charged to write off the cost less estimated residual value of
property, plant and equipment on a straight-line basis over their estimated
useful lives which are:
• Plant and equipment 4 years
• Computer equipment 3-4 years
Estimated useful lives and residual values are reviewed each year and amended
as required.
2.15 Intangible assets
Intangible assets acquired as part of a business combination or asset
acquisition, other than goodwill, are initially measured at their fair value
at the date of acquisition. Intangible assets acquired separately are
initially recognised at cost.
Amortisation is charged to write off the cost less estimated residual value of
intangible assets on a straight line basis over their estimated useful lives
which are:
• Brand and trade names 10 years
• Customer relationships 11 years
• Software (including in-house developed software) 3-10 years
Estimated useful lives and residual values are reviewed each year and amended
as required.
Indefinite life intangible assets comprise goodwill which is not amortised and
are subsequently measured at cost less any impairment annually.
The gains and losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net
disposal proceeds and the carrying amount of the intangible asset.
Other intangible assets are tested for impairment whenever events or changes
in circumstances indicate that the carrying amount might not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less costs of
disposal and value in use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other
assets or group of assets (cash generating units) which is essentially the
results of the Group.
Goodwill impairment reviews are undertaken at the half year and for the annual
results, or more frequently if events or changes in circumstances indicate a
potential impairment. The method and useful lives of finite life intangible
assets are reviewed annually. Changes in the expected pattern of consumption
or useful life are accounted for prospectively by changing the amortisation
method or period.
2.16 Inventories
The Group no longer maintains any inventory. Products are shipped directly to
the client site (hence the importance of the SOS date) and with any surplus
stock typically returned to vendors post project completion.
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. The cost of finished
goods and work in progress comprises design costs, raw materials, direct
labour and other direct costs. It excludes borrowing costs. Net realisable
value is the estimated selling price in the ordinary course of business, less
applicable variable selling expenses.
2.17 Leases
The Group leased two properties in Ireland (which were disposed of in the
current year), the head office in London and the electric motor vehicle fleet.
Leases are recognised as a right of use asset and a corresponding lease
liability at the date at which the leased asset is available for use by the
Group.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease
incentives receivable;
• Variable lease payments that are based on an index or a rate, initially
measured using the index or rate as at the commencement date;
• Amounts expected to be payable by the Group under residual value
guarantees;
• The exercise price of a purchase option if the Group is reasonably certain
to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases in the Group, the lessee's incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right of use asset
in a similar economic environment with similar terms, security and conditions.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period. Right of use assets
are measured at cost which comprises the following:
• The amount of the initial measurement of the lease liability;
• Any lease payments made at or before the commencement date less any lease
incentives received;
• Any initial direct costs; and
• Restoration costs.
Right of use assets are depreciated over the shorter of the asset's useful
life and the lease term on a straight-line basis. If the Group is reasonably
certain to exercise a purchase option, the right of use asset is depreciated
over the underlying asset's useful life.
Payments associated with short-term leases (term less than 12 months) and all
leases of low-value assets (generally less than £5,000 each) are recognised
on a straight-line basis as an expense in profit or loss.
Under the terms of the contracted leases, no break clauses exist.
2.18 Equity
Share capital is determined using the nominal value of shares that have been
issued.
The share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the share premium account, net of any
related income tax benefits.
The reverse acquisition reserve includes the accumulated losses incurred prior
to the reverse acquisition, the share capital of eLight Group Holdings Limited
at acquisition, the reverse acquisition share-based payment expense as well as
the costs incurred in completing the reverse acquisition.
Put options in relation to acquisitions where it is determined that the
non-controlling interest has present access to the returns associated with the
underlying ownership interest the Group has elected to use the present-access
method. This results in the fair value of the option being recognised as a
liability, with a corresponding entry in other equity reserves.
Accumulated losses includes all current and prior period results as disclosed
in the Statement of comprehensive income other than those transferred to the
reverse acquisition reserve.
2.19 Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit
or loss differs from profit or loss as reported in the Statement of
comprehensive income because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The asset or liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and where it is probable that the temporary difference
will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
The Organisation for Economic Co-operation and Development ('OECD') G20
Inclusive Framework on Base Erosion and Profit Sharing published the Pillar
Two model rules designed to address the tax challenges arising from the
digitalisation of the global economy. In response to this complex new tax
legislation and to allow stakeholders time to assess its implications, on 23
May 2023, the IASB issued amendments to IAS 12 Income Taxes introducing a
mandatory temporary exemption to the requirements of IAS 12 under which a
company does not recognise or disclose information about deferred tax assets
and liabilities related to the proposed OECD/G20 BEPS Pillar Two model rules.
The Group has applied the temporary exemption at 31 December 2025.
2.20 Borrowings and borrowing costs
Borrowings are recognised initially at fair value, net of transaction costs.
Borrowings are subsequently carried at amortised cost.
Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the Statement of comprehensive income over
the period of the borrowings using the effective interest method. Fees paid on
the establishment of loan facilities are capitalised as a prepayment for
liquidity services and amortised over the period of the loan to which it
relates.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period.
2.21 Warrants
Warrants are recognised as a financial instrument under IFRS 9. On
recognition, where a liability is anticipated to be settled via equity a
warrant reserve is recognised within other reserves equal to the fair value of
the instrument as at date of issue. Where the liability is expected to be cash
settled a liability is recognised as a current / non-current financial
liability. The expense is recognised as a finance cost within the
Comprehensive Income Statement.
Where warrants are associated with a borrowing instrument, these are then
capitalised and recognised as a debit to reduce the borrowings balance on the
statement of financial position. The capitalised balance is then unwound at
amortised cost in line with the duration of the associated borrowing
arrangement.
2.22 Adjusting items and non-Generally Accepted Accounting
Principles ('GAAP') performance measures
Adjusting items are those items which, in the opinion of the Directors, should
be excluded in order to provide a consistent and comparable view of the
underlying performance of the Group's ongoing business. Generally, Adjusting
items include those items that do not occur often and are material.
Adjusting items include i) the costs incurred in delivering the 'Buy &
Build' strategy associated with acquisitions and strategic investments; (ii)
incremental costs of restructuring and transforming the Group to integrate
acquired businesses; (iii) costs incurred with regards the disposal of the
Energy Management Division during the prior period; and (iv) share-based
payments.
We believe the non-GAAP performance measures presented, along with comparable
GAAP measurements, are useful to provide information to shareholders with
which to measure the Group's performance, and its ability to invest in new
opportunities. Management uses these measures with the most directly
comparable GAAP financial measures in evaluating operating performance and
value creation. The primary measure is Earnings before Interest, Tax,
Depreciation and Amortisation ('EBITDA') and Adjusted EBITDA, which is the
primary measure adopted by the Board to assess the profitability of the Group
before Adjusting items. These measures are also consistent with how the
underlying business performance is measured internally. The Group also reports
profit or loss before Adjusting items which is net income, before tax and
before Adjusting items as a secondary measure of the underlying financial
performance of the Group.
The Group separately reports Adjusting items within their relevant Statement
of comprehensive income line as it believes this helps provide a better
indication of the underlying performance of the Group. Judgement is required
in determining whether an item should be classified as an Adjusting item or
included within underlying results. Reversals of previous Adjusting items are
assessed based on the same criteria.
Non-GAAP financial measures should not be considered in isolation from, or as
a substitute for, financial information presented in compliance with GAAP.
2.23 Assets and liabilities classified as held for sale and
discontinued operations
Assets and liabilities are classified as held for sale if their carrying
amount will be recovered or settled principally through a sale transaction
rather than through continuing use and a sale is considered highly probable.
Assets are measured at the lower of their carrying value and fair value less
costs to sell. An impairment loss is recognised for any subsequent write-down
of the asset to fair value less costs to sell.
A discontinued operation is a component of the Group that has disposed of or
is classified as held for sale and represents a separate major line of
business or geographical area of operations. The results of discontinued
operations are presented separately in the Statement of comprehensive income,
including comparatives.
2.24 Non-current investments in subsidiaries
Investments in subsidiaries are held in the Company's financial statements at
cost less any accumulated impairment losses.
The cost of an investment in subsidiary is the aggregate of the fair value, at
the date of exchange, or assets given, liabilities incurred or assumed and
equity instruments issued by the Company in exchange for control of the
subsidiary. Costs directly attributable to the acquisition are capitalised as
part of the investment.
Investments are reviewed for impairment on at least an annual basis, or
whenever events or changes in circumstances indicate that the carrying value
may not be recoverable. If the carrying amount of the investment is recognised
as exceeding the recoverable amount (higher of value in use and fair value
less cost of disposal) an impairment expense is recognised.
2.25 Employee benefits
The Group makes contributions on behalf of employees to an independent,
defined contribution pension scheme. The Group has no further legal obligation
to pay contributions after the payment of its fixed contribution that is
matched by an employee. These contributions are recognised as an expense in
the period the relevant employee services are received.
A liability is recognised for the benefits accruing to employees in respect of
wages and salaries in the period the related service is rendered at the
undiscounted amount of the benefits expected to be paid in exchange for the
related service. Liabilities recognised in respect of short-term employee
benefits are measured at the undiscounted amount of the benefits expected to
be paid in exchange for the relevant service.
2.26 Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial statements. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. The following are the critical judgements the Directors
have made in the process of applying the Group's accounting policies:
Project accounting and accrued income
Management makes a number of judgements within the project accounting process
and recognition of accrued income. This is specifically focused on the initial
recognition of costs incurred upon the initiation of a project, which during
the current year has been revised from 30% to 5% for Solar PV / Battery
projects and 0% for LED / EV projects. In addition, estimates by management
over the anticipated finish on site (FOS) date for all open projects as at the
reporting date is recognised as a key management estimate. These figures are
based on project timelines with further inputs from the operational team, with
the anticipated end date of a project noted to have a potentially material
impact on revenue and cost of sales recognised during the reporting period.
This is only relevant for projects that remain open at the reporting date, as
all completed projects can be agreed to separate documentation confirming
completion.
Impairment assessment
In accordance with its accounting policies, each CGU is evaluated annually to
determine whether there are any indications of impairment and a formal
estimate of the recoverable amount is performed. The recoverable amount is
based on value in use which require the Group to make estimates regarding key
assumptions regarding forecast revenues, costs and post-tax discount rate.
Further details are disclosed within note 14. Uncertainty about these
assumptions could result in outcomes that require a material adjustment to the
carrying amount of goodwill in future periods.
Deferred tax asset
As at 31 December 2025, the Group has recognised a deferred tax asset of
£1,509,000 (2024: £2,521,000) in relation to historic losses, of which
£359,000 has been recognised as being current (2024: £nil recognised as
being current). The balance represents the historic losses of the Group, which
can be used in order to offset future taxable profits in order to reduce the
cash tax payable by the Group, currently at a forecast rate of 25%. Following
a review by management, the calculation for the deferred tax asset was reduced
to a 2 year outlook, which resulted in a decrease in the value of the deferred
tax asset recognised in relation to Group losses. Management are confident in
the forecast future profitability of the Group in the short term which would
then lead to the utilisation of the historic tax losses available.
3. Restatement of prior periods
Following review of the financial statements, the Directors have decided to
restate the prior period comparatives in order to appropriately reflect the
nature of business including a revision in revenue accounting policy (IFRS
15), corrections to the recognition of special purpose vehicle financial
assets and liabilities (IFRS 9), corrections for the recognition of warrant
costs and capitalised debt fee amortisation (IFRS 9) and the recognition of
additions to the leased electric vehicle fleet which were not previously
recognised in the prior year (IFRS 16). The change in presentation and results
gives financial statements that provide more reliable and relevant information
about the effects of transactions and the operations of the eEnergy Group.
Therefore the prior year financial statements have been restated in relation
to three groups of adjustments, as detailed below:
• IFRS 15. Change in Revenue Accounting Policy and correction of historic
errors. The net impact of the restatement is a reduction in revenue of
£2,722,000, an increase in cost of sales by £254,000, offset by a decrease
in administrative expenses of £1,600,000. This leads to an increase in the
loss before tax by £1,376,000 in the prior period comparative, a decrease in
opening prior period comparative net assets by £97,000 and a decrease in
closing prior period net assets by £1,473,000 as at 31 December 2024.
• IFRS 9. Corrections to SPV Financial Assets and Liabilities and
corrections for capitalised debt fee unwinds and warrants. The net impact of
the restatement is to increase prior period revenue by £160,000, increase in
cost of sales by £127,000, increase in interest costs by £104,000 leading to
an increase in the loss before tax by £71,000. The prior period comparative
opening assets are reduced by £282,000 and the prior period closing net
assets are reduced by £581,000 as at 31 December 2024.
• IFRS 16. Recognition of additions to electric vehicle fleet in 2024. Net
impact reduces administrative expenses by £14,000, which is offset by an
increase in finance costs by £25,000, leading to an increase in the
comparative loss before tax by £11,000. There is no impact to opening
comparative reserves, with a reduction to the prior period closing net assets
by £11,000 as at 31 December 2024.
During the current year the cumulative impact of restatements to the prior
period comparatives are as follows:
Consolidated statement of comprehensive income Previously reported Restatements Restated
Year ended 31 December 2024 IFRS 15 IFRS 9 IFRS 16 Year ended 31 December 2024
£'000 £'000 £'000 £'000 £'000
Revenue 25,057 (2,722) 160 - 22,495
Cost of sales (16,374) (254) (127) - (16,755)
Administrative expenses (14,855) 1,600 - 14 (13,241)
Operating profit (7,442) (1,376) 33 14 (8,771)
Finance costs (2,317) - (104) (25) (2,446)
Loss for the year from continuing and discontinued operations (8,183) (1,376) (71) (11) (9,641)
The table above only presents the financial statement line items impacted by
the restatement
Consolidated statement of financial position Previously reported Restatements Restated
As at 31 December 2024 IFRS 15 IFRS 9 IFRS 16 As at 31 December 2024
£'000 £'000 £'000 £'000 £'000
NON-CURRENT ASSETS
Right of use Assets 560 - - 800 1,360
Financial assets 12,848 - (131) - 12,717
CURRENT ASSETS
Trade and other receivables 5,424 (2,457) (237) - 2,730
CURRENT LIABILITIES
Trade and other payables (9,261) 984 - - (8,277)
Lease liabilities (189) - - (239) (428)
Financial liabilities (435) - (1,508) - (1,943)
NON-CURRENT LIABILITIES
Lease liabilities (501) - - (572) (1,073)
Borrowings (3,543) - 278 - (3,265)
Financial liabilities (8,793) - 1,017 - (7,776)
NET ASSETS 5,307 (1,473) (581) (11) 3,242
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Other reserves 2,103 - 340 - 2,443
Accumulated losses (27,481) (1,473) (921) (11) (29,886)
TOTAL EQUITY 5,307 (1,473) (581) (11) 3,242
The table above only presents the financial statement line items impacted by
the restatement
Consolidated statement of financial position Previously reported Restatements Restated
Year ended 31 December 2023 IFRS 15 IFRS 9 IFRS 16 Year ended 31 December 2023
£'000 £'000 £'000 £'000 £'000
NON-CURRENT ASSETS
Financial assets 8,286 - (200) - 8,086
CURRENT ASSETS
Trade and other receivables 2,422 (97) (191) - 2,134
Financial assets 1,621 - (91) - 1,530
CURRENT LIABILITIES
Financial liabilities - - (1,507) - (1,507)
Borrowings (8,030) - 511 - (7,479)
NON-CURRENT LIABILITIES
Financial liabilities (10,405) - 1,156 - (9,249)
NET ASSETS 11,325 (97) (282) - 10,946
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Other reserves 2,017 - 568 - 2,585
Accumulated losses (21,060) (97) (850) - (22,007)
TOTAL EQUITY 11,325 (97) (282) - 10,946
The table above only presents the financial statement line items impacted by
the restatement
The individual restatements are detailed as follows:
IFRS 15. Change in Revenue Accounting Policy and correction of historic errors
Historically, on signing a contract, the Group recognised 30% of the contract
net revenue, together with 30% of the expected project costs associated with
delivering the contract. During the current financial period management have
changed their accounting policy in order to better represent the satisfaction
of performance obligations under each project.
This follows the input method which is based on the Group's efforts towards
satisfying a performance obligation relative to the total expected inputs into
the satisfaction of that performance obligation. Due to the relatively short
duration for installation works to be completed, this is based on time elapsed
from the start on site ('SOS') date to the expected finish on site ('FOS')
date. Upon signing, the Group will now recognise 5% of revenue for Solar PV /
Battery projects and 0% of revenue for LED / EV projects, which has led to the
restatement of the prior period results to provide a true and fair comparative
under this new accounting policy (see note 2.11 for further details).
Following review by management this is judged to be a more true and fair
representation of the costs incurred prior to the start of site ('SOS') date
in order to deliver an investment grade, fully costed, planned and funded
installation with key details set out in the customer contract.
Due to the change in accounting policy, a number of LED projects previously
recognised as being 30% complete at 31 December 2024 were reduced to 5%
complete, while Solar projects recognised at 30% complete were reduced to 0%
complete. These projects were recognised as having been signed by 31 December
2024, but had not passed their start on site ('SOS') date. The net impact of
this adjustment reduced revenue by £959,000 and cost of sales by £534,000,
with a corresponding decrease in accrued income and accrued costs
respectively. LED and Solar projects that had passed start on site date, but
had not yet reached the finish on site ('FOS') date also saw a corresponding
reduction in their percentage completion, as a result of the decrease in the
initial 30% recognition percentage. This resulted in a reduction in revenue by
£1,395,000 and a decrease in cost of sales by £812,000, with a corresponding
decrease in accrued income and accrued costs respectively, further impacted by
adjustments for finish on site dates that were judged to have been inaccurate.
This increased the loss after tax and decreased net assets by £1,008,000 as
at 31 December 2024.
With internal costs now presented as cost of sales having been previously been
allocated within administrative expenses, there was a reclassification of
£1,600,000 from administrative expenses to cost of sales. This adjustment has
no impact on the loss after tax or net assets as at 31 December 2024.
Alongside the change in accounting policy, a material solar contractor error
was recognised for a series of projects. This led to a decrease in the opening
net assets as at 1 January 2024 by £97,000 due to a decrease in accrued
income. The comparative revenue for the year ended 31 December 2024 was
reduced by £368,000, with a decrease in accrued income of £465,000. As at 31
December 2024 the loss after tax was increased by £368,000 and the net assets
were decreased by £305,000.
IFRS 9. Corrections to SPV Financial Assets and Liabilities and corrections
for capitalised debt fee unwinds and warrants.
Following a review of the financial asset and liability schedules by
management, the unwind of both financial assets and liabilities were restated,
in order to correct identified mechanical errors and unwind the financial
assets and liabilities at amortised cost. These corrections led to an increase
in financing revenue by £48,000 from the SPVs and an increase in the
non-current financial assets by £48,000. This was offset by an increase in
the financing expense for the unwind of funder liabilities by £25,000,
leading to an increase in the non-current financial liability by £25,000.
This led to a net decrease in the loss after tax of £23,000 as at 31 December
2024 and a corresponding increase in net assets.
On review, one financial asset associated with a Lighting-as-a-Service
contract was recognised as not being recoverable due to the customer having
gone into administration in a prior period. This led to a reduction in the
opening net assets as at 1 January 2024 by £291,000. As a result, the
financing revenue of £15,000 recognised for the unwind of the financial asset
was reversed in the prior period income statement, increasing the loss after
tax by £15,000. The non-current financial asset as at 31 December 2024 was
reduced by £306,000, leading to a decrease in closing net assets of
£306,000.
On confirming SPV funder repayments, it was recognised that there was an
historic cut off error in the opening periods. As such management recalculated
the financial liability unwind schedules based on actual cash transfer dates.
This led to a reduction in the opening net assets as at 1 January 2024 by
£351,000, with a corresponding decrease in the finance expense for the
recalculated unwinding of SPV funder liabilities by £12,000. This led to a
decrease in the loss after tax by £12,000. As at 31 December 2024 the
non-current financial liabilities due to SPV funders were increased by
£339,000, leading to a decrease in closing net assets of £339,000.
An additional drawdown tranche for one of the SPVs was noted to have been
presented net upon review and therefore was corrected in order to gross out
the impact on the income statement and balance sheet. This led to the
recognition of £127,000 of additional revenue and cost of sales, in addition
to an uplift to both the financial asset and financial liability by £127,000.
This had no impact on the net asset position as at 31 December 2024.
Following the repayment of the NatWest customer financing facility, management
undertook a review of the associated capitalised debt fees. These costs were
incorrectly recognised through the income statement on a straight line basis
and as such the charge was recalculated, leading to a decrease in the finance
costs by £41,000 and corresponding improvement in the loss after tax by
£41,000. On the statement of financial position, the capitalised debt fees
were reclassified from prepayments (reduction by £237,000) and instead
included as part of the borrowing figures for the NatWest customer financing
facility (decreased by £278,000). The net impact was an increase in net
assets by £41,000 as at 31 December 2024.
After entering the warrant arrangement associated with the Harwood Loan,
management reviewed the historic accounting treatment for warrants. Previous
recognition followed an interpretation similar to IFRS 2, recognising costs on
a straight-line basis over the duration of an associated borrowing
arrangement. This was recognised as an error. Historically, the Group has
issued warrants as part of raising borrowing facilities and as such the
associated cost can be allocated against the borrowing facility in question
and recognised at amortised cost over the duration of the associated borrowing
facility. On recognition, where a liability is anticipated to be settled via
equity a warrant reserve is recognised within other reserves equal to the fair
value of the instrument as at date of issue. Where the liability is expected
to be cash settled a liability is recognised as a current / non-current
financial liability. The expense is recognised as a finance cost within the
Comprehensive Income Statement.
Where warrants are associated with a borrowing instrument, these are then
capitalised and recognised as a debit to reduce the borrowings balance on the
statement of financial position. The capitalised balance is then unwound at
amortised cost in line with the duration of the associated borrowing
arrangement.
As such the unwind for warrants following IFRS 9 methodology at amortised cost
led to the recognition of £197,000 of historic finance expenses within
opening reserves as at 1 January 2024. This was offset by the increase in
warrant reserve by £329,000 for the full initial recognition of the fair
value of warrants in existence. The interest expense in the prior period
comparative was increased by £132,000 in recognition of the release in full
of capitalised debt fees for warrants associated with borrowing facilities
repaid following the sale of the Energy Management Division. The warrant
reserve remains in place within the other reserves. The net impact as at the
close of 31 December 2024 was £nil, with additional finance within closing
accumulated losses of £329,000 offsetting against the increase in the warrant
reserve of £329,000.
The Company only impact for the correction of the IFRS 9 accounting for the
treatment of warrants increased the opening warrant reserve within other
reserves by £568,000 as at the close of December 2023. This also reduced the
retained earnings by £208,000, with a corresponding decrease by £360,000 to
borrowings as the capitalised warrant costs were recognised. This led to an
increase in the net assets as at 31 December 2023 by £360,000. As at 31
December 2024 the warrant reserve balance had been increased by £340,000 and
retained earnings decreased by £340,000 due to the additional release of
£132,000 of finance costs as the capitalised warrant fees associated with
historic Group funding were released in full, This had £nil impact on the
close net assets.
IFRS 16. Recognition of additions to electric vehicle fleet in 2024
On review of the electric vehicle fleet during the current year, management
noted that a number of vehicles were additions in the prior financial year,
for which rental expense had been recognised through the income statement, as
opposed to the correct recognition of a right of use asset and lease liability
under the requirements of IFRS 16. While the change in net assets is trivial,
management elected to restate the prior period comparatives due to the
material size for the gross right of use asset and gross lease liability on
the statement of financial position.
Right of use asset additions of £868,000 were recognised in the prior period,
with £68,000 of depreciation recognised. This offset against rental expenses
previously recognised of £82,000 leading to a reduction in administrative
expenses of £14,000. Lease additions of £868,00 were recognised in the prior
period, with an additional interest expense of £25,000. As at 31 December
2024, additional right of use assets with a net book value of £800,000 and
associated lease liabilities of £811,000 had been recognised, generating a
decrease in net assets as at 31 December 2024 of £11,000.
The Company only impact of the IFRS 16 restatement led to the recognition of
£491,000 of additional right of use assets net book value as at 31 December
2024, which was offset by an additional £497,000 of lease liabilities. This
led to a decrease in net assets by £6,000.
4. Segmental reporting
The following information is given about the Group's reportable segments:
The Chief Operating Decision Maker is the Board of Directors. The Board
reviews the Group's internal reporting in order to assess performance of the
Group and has determined that in the period ended 31 December 2025 the Group
had two operating segments, being Energy Services and Group Central costs.
On 9 February 2024, the Group sold its Energy Management business segment,
hence the results and net asset position for Energy Management being reported
as a discontinued operation, as presented in note 5. This was considered as a
separate third business unit as part of the prior year comparatives.
Prior year comparatives have been restated, please see note 3 for further
information.
2025 Energy Services Group Central Energy Management (Discontinued) Total
£'000 £'000 £'000 £'000
Revenue 19,001 - - 19,001
Cost of sales (3(rd) Party) (10,511) - - (10,511)
Gross profit (3(rd) Party) 8,490 - - 8,490
Cost of sales (Internal)* (2,200) - - (2,200)
Gross profit (Statutory) 6,290 - - 6,290
Administrative expenses (1,704) (1,687) - (3,391)
Distribution costs (456) (284) - (740)
Adjusted EBITDA 4,130 (1,971) - 2,159
Adjusting items - (798) - (798)
EBITDA 4,130 (2,769) - 1,361
Amortisation (379) (26) - (405)
Depreciation (168) (438) - (606)
Operating profit/(loss) 3,583 (3,233) - 350
Finance income 17 4 - 21
Finance costs (2,417) (385) - (2,802)
Profit/(loss) before tax 1,183 (3,614) - (2,431)
Taxation (962) - - (962)
Profit/(loss) after tax 221 (3,614) - (3,393)
*Cost of sales (Internal) is a non-GAAP measure recognised by management in
order to identify the separation between project costs satisfied by third
parties external to the Group (including commission costs) and project costs
satisfied internally by staff within the Group (for example undertaking
survey, design and project implementation activities).
2024 Energy Services Group Central Energy Management (Discontinued) Total
Restated Restated £'000 Restated
£'000 £'000 £'000
Revenue 22,495 - 1,239 23,734
Cost of sales (3(rd) party) (15,155) - (280) (15,435)
Gross profit (3(rd) party) 7,340 - 959 8,299
Cost of sales (Internal) * (1,600) - - (1,600)
Gross profit (Statutory) 5,740 - 959 6,699
Administrative Expenses (2,917) (2,253) (940) (6,110)
Distribution costs (991) (279) (11) (1,281)
Adjusted EBITDA 1,832 (2,532) 8 (692)
Adjusting Items 5,339 (12,930) - (7,591)
EBITDA 7,171 (15,462) 8 (8,283)
Amortisation - (28) - (28)
Depreciation (148) (304) (40) (492)
Operating profit/(loss) 7,023 (15,794) (32) (8,803)
Finance income 105 152 - 257
Finance costs (1,507) (939) - (2,446)
Profit/(loss) before tax 5,621 (16,581) (32) (10,992)
Taxation 1,644 - (293) 1,351
Profit/(loss) after tax 7,265 (16,581) (325) (9,641)
*Cost of sales (Internal) is a non-GAAP measure recognised by management in
order to identify the separation between project costs satisfied by third
parties external to the Group (including commission costs) and project costs
satisfied internally by staff within the Group (for example undertaking
survey, design and project implementation activities).
For further details on the discontinued operations, see note 5.
5 Discontinued operations
During the prior year, the Group disposed of its wholly owned Energy
Management Division to Flogas Britain Limited. The Energy Management Division
within the Group comprised the following subsidiaries:
• eEnergy Consultancy Limited;
• eEnergy Insights Limited; and
• Energy Management Limited.
In accordance with IFRS 5, the Energy Management Division was classified as a
disposal group held for sale and as a discontinued operation, with results
below:
Statement of financial performance Year ended
31 December
2024
£'000
Sales revenue 1,239
Cost of sales (280)
Gross profit 959
Adjusted administrative expenses and distribution costs (951)
Adjusting items - added back -
Adjusted earnings before interest, taxation, depreciation and amortisation -
Earnings before interest, taxation, depreciation and amortisation 8
Depreciation, amortisation and impairment (40)
Interest expense -
Loss before tax (32)
Tax (293)
Loss after tax (325)
Statement of cashflows Year ended
31 December
2024
£'000
Adjusted earnings before interest, taxation, depreciation and amortisation 8
Adjusting items -
Earnings before interest, taxation, depreciation and amortisation 8
Movements in working capital 283
Net cash flows from operating activities 291
Net cash flows from investing activities -
Net cash flows from financing activities -
Net decrease in cash & cash equivalents 291
Cash & cash equivalents at the start of the period 35
Cash & cash equivalents at the end of the period 326
Assets and liabilities of the Energy Management Division classified as held As at 9 February 2024
for sale in the prior year:
£'000
Non-current assets classified as held for sale
Property, plant and equipment 146
Intangible assets 25,048
Right of use assets 68
Deferred tax asset/(liability) (449)
24,813
Current assets classified as held for sale
Inventories 224
Trade and other receivables 9,903
Other current assets 44
Cash and cash equivalents 326
10,497
TOTAL ASSETS 35,310
Current liabilities classified as held for sale
Trade and other payables 8,111
Lease liability 75
Borrowings 2
8,188
TOTAL LIABILITIES 8,188
NET ASSETS OF THE DISPOSAL GROUP 27,122
Loss on disposal of Energy Management Division Year ended
31 December
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 -
Total consideration 25,000
Net cashflow arising on disposal Year ended
31 December
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: Year ended
31 December
2024
£'000
Third-party adviser fees (764)
Bonuses (1,036)
Net cashflow arising on disposal (1,800)
6 Revenue
Note Year ended Year ended
31 December 2025 31 December 2024
Restated
Geographical analysis of Group revenue £'000 £'000
United Kingdom 18,704 21,621
Republic of Ireland 297 874
Total 19,001 22,495
During the current and prior year all revenue was generated at a point in time
for the installation of LED and Solar systems at customer sites. Included
within revenue is £1,349,000 (2024: £1,059,000 restated) of financing
revenues recognised on historic LaaS and SaaS contracts within the Group's
SPVs.
In the current year there were no customers (2024: nil) accounting for greater
than 10% of the Group's revenue. Included within the current year revenue
recognised is a balance of £392,000 which had been recognised as contract
liabilities at the close of the prior period (2024: £1,689,000).
Note Year ended Year ended
31 December 2025 31 December 2024
Restated
Group £'000 £'000
Accrued revenue 16 1,330 1,190
Contract assets 16 756 -
Contract liabilities 18 (465) (392)
As at 31 December 2025, the Group recognised a contract asset of £756,000
(2024: £nil), primarily in relation to the Mace contracts for which work had
been undertaken prior to year end, for which contractual documents were signed
post 31 December 2025.
During the current period the Group has changed revenue accounting policy,
leading to a restatement of the prior period comparatives (see note 3 for
further details). Historically, on signing a contract, the Group recognised
30% of the contract net revenue, together with 30% of the expected project
costs associated with delivering the contract. Upon signing, the Group now
recognises 5% of revenue for Solar PV / Battery projects and 0% of revenue for
LED /EV projects (see note 2.11 for further details). Following review by
management this is judged to be a more true and fair representation of the
costs incurred prior to the start of site ('SOS') date in order to deliver an
investment grade, fully costed, planned and funded installation with key
details set out in the customer contract.
7 Administration and distribution costs
Note Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Wages and salaries 9 5,101 4,997
Capitalised staff costs 9 68 -
Rent, utilities and office costs 23 68
Professional fees 651 915
Adjusting items 7 798 7,591
Amortisation 14 405 28
Depreciation 13, 19 606 452
Distribution costs 740 1,270
Wages and salaries does not include staff commissions costs, which are
separately included as part of the cost of sales. Capitalised staff costs
relate to work undertaken internally on the development of Phase 2 of the
Lighting Survey App. During the current year, a total of £2,200,000 (2024
restated: £1,600,000) was reclassified from administration expenses to cost
of sales in relation to costs directly attributable to projects.
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:
• The nature of the item;
• The 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 in the prior year
comparative and share-based payment expense.
Note Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Share based payment expense 28 798 1,620
Integration and restructuring costs - 2,049
Loss on disposal of Energy Management Division - 3,922
Total 798 7,591
8 Auditor's remuneration
During the current year the Group appointed Cooper Parry Group Limited as
auditors, replacing PKF Littlejohn LLP.
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Fees payable to the Company's auditor for the audit of Parent Company and 130 120
consolidated financial statements
Overruns from prior period 40 45
Audit related assurance 18
Total 188 165
Audit overruns incurred in the current and prior year relate to work
undertaken by PKF Littlejohn LLP.
Prior to the appointment of Cooper Parry Group Limited as the Group's
auditors, 3RP (a member of the Cooper Parry Group) were engaged in a technical
advisory and support capacity to assist with the Group's NetSuite ERP.
Following the appointment of Cooper Parry Group Limited as auditors the Group
has terminated this engagement with 3RP.
9 Staff costs and Directors' remuneration
The Directors' remuneration for the Group and the Company is set out in the
Directors' Remuneration Report.
The aggregate staff costs for the year were as follows:
Note Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Wages and salaries 4,815 4,869
Social security costs 641 524
Pension costs 58 98
Share based payment expense 7 798 1,620
Total 6,312 7,111
Included within the wages and salaries figure is a total of £413,000 (2024:
£494,000) in relation to sales commissions, which are included within cost of
sales. In the current year, £68,000 (2024: £nil) of internal staff time was
capitalised in relation to work undertaken internally on the development of
Phase 2 of the Lighting Survey App.
Average Headcount was as follows:
Year ended Year ended
31 December 2025 31 December 2024
No. No.
Technical 24 25
Sales 9 13
Admin 22 35
55 73
On average, excluding Non-Executive Directors, the Group and Company employed
55 members of staff in the current year (2024: 73). Headcount figures for the
prior year include staff within the Energy Management business which was
reported as part of the discontinued operation (see note 5), who left the
Group following the completion of the sale transaction on 9 February 2024. The
Group also wound down its Irish operations as at December 2024, further
contributing to the year on year reduction in headcount.
10 Finance income and expenses
Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Interest expense - borrowings 357 441
Refinancing of NatWest financial assets 789 -
Unwind of financial liabilities 533 653
Finance charge on leased assets 132 119
Loss on foreign exchange 456 794
Warrants issued 12 360
Other finance costs 523 79
2,802 2,446
Interest income (21) (257)
Net finance costs 2,781 2,189
11 Taxation
Note Year ended Year ended
31 December 2025 31 December 2024
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 (charge)/credit
Origination and reversal of temporary differences 21 (962) 1,443
Total tax (charge)/credit for the year (962) 1,644
Reconciliation of effective tax rate
Loss before income tax (2,431) (10,960)
Income tax applying the UK corporation tax rate of 25% (2024: 25%) 607 2,741
Effect of tax rate in foreign jurisdiction (42) (217)
Non-deductible expenses (130) (1,095)
Movement in unrecognised deferred tax asset (1,363) 185
Prior year adjustment (34) 202
Other tax differences - (172)
Total tax (charge)/credit for the year (962) 1,644
The movements in deferred tax are described in note 21.
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 Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Loss for the period (3,393) (9,641)
Weighted number of ordinary shares in issue 387,224,625 387,224,625
Basic and dilutive earnings per share - pence (0.88) (2.49)
Earnings per share - continuing operations Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Loss for the period (3,393) (9,316)
Weighted number of ordinary shares in issue 387,224,625 387,224,625
Basic and dilutive earnings per share - pence (0.88) (2.41)
Earnings per share - discontinued operations Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Loss for the period - (325)
Weighted number of ordinary shares in issue 387,224,625 387,224,625
Basic and dilutive earnings per share - pence - (0.08)
13 Property, plant and equipment
Group Property, plant and equipment Computer equipment Total
£'000 £'000
£'000
Cost
As at 1 January 2024 624 39 663
Additions 10 3 13
Gain on foreign exchange 41 6 47
Disposals (30) - (30)
Transfers 14 (14) -
As at 31 December 2024 659 34 693
Additions - 24 24
Gain on foreign exchange - - -
Disposals (146) (20) (166)
Transfers (136) 136 -
As at 31 December 2025 377 174 551
Accumulated Depreciation
As at 1 January 2024 (348) (23) (371)
Charge for the year (73) (3) (76)
Loss on foreign exchange (40) (6) (46)
Disposals 27 - 27
As at 31 December 2024 (434) (32) (466)
Charge for the year (50) (14) (64)
Gain on foreign exchange - - -
Disposals 142 20 162
Transfers 120 (120) -
As at 31 December 2025 (222) (146) (368)
Net Book Value
As at 31 December 2024 225 2 227
As at 31 December 2025 155 28 183
Company Property, plant and equipment Computer equipment Total
£'000 £'000
£'000
Cost
As at 1 January 2024 126 - 126
Additions 19 - 19
As at 31 December 2024 145 - 145
Additions - 12 12
Transfers (145) 145 -
As at 31 December 2025 - 157 157
Accumulated Depreciation
As at 1 January 2024 (100) - (100)
Charge for the year (26) - (26)
As at 31 December 2024 (126) - (126)
Charge for the year - (8) (8)
Transfers 126 (126) -
As at 31 December 2025 - (134) (134)
Net Book Value
As at 31 December 2024 19 - 19
As at 31 December 2025 - 23 23
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.
Group Goodwill Software Total
£'000 £'000 £'000
Cost
As at 1 January 2024 3,010 496 3,506
Additions - 18 18
Gain on foreign exchange - (12) (12)
As at 31 December 2024 3,010 502 3,512
Additions - 283 283
As at 31 December 2025 3,010 785 3,795
Accumulated Amortisation
As at 1 January 2024 - (41) (41)
Charge for the year - (28) (28)
As at 31 December 2024 - (69) (69)
Charge for the year * - (405) (405)
As at 31 December 2025 - (474) (474)
Net Book Value
As at 31 December 2024 3,010 433 3,443
As at 31 December 2025 3,010 311 3,321
*In the current year the Group commenced Phase 2 of the development of the
Lighting Survey app. Following review, the remaining net book value associated
with Phase 1 of the app was fully amortised within the year.
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% (2024: 12%) 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 applied
a 0% long term growth rate when undertaking this modelling. The main
sensitivity was noted to be the change in future revenue and application of
debtor days. 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 2025 relates to the Energy Services
cash generating unit.
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
As at 1 January 2024 109 109
Additions 12 12
As at 31 December 2024 121 121
Additions - -
As at 31 December 2025 121 121
Accumulated Amortisation
As at 1 January 2024 (34) (34)
Charge for the year (17) (17)
As at 31 December 2024 (51) (51)
Charge for the year (25) (25)
As at 31 December 2025 (76) (76)
Net Book Value
As at 31 December 2024 70 70
As at 31 December 2025 45 45
15 Investments in subsidiaries
Company only Year ended
31 December 2024
£'000
As at 31 December 2024 6,574
As at 31 December 2025 6,574
As at 31 December 2025, management of the Company undertook an impairment
analysis for the investments held by the Company for which no impairment was
required (2024: no impairment required).
As at 31 December 2025, the Group held interests in the following subsidiary
undertakings, which are included in the consolidated financial statements:
Holding 2025 Holding 2023 Country of incorporation Registered address
Name Business activity
Direct subsidiary undertaking
eEnergy Holdings Limited 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS
Indirect subsidiary undertakings
e-Light Group Holdings Limited 100% 100% Holding Company Ireland 1-3 The Green, Malahide, Co. Dublin K36 N153
e-Light Ireland 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
eLight EAAS Projects II Limited 100% 100% Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153
eEnergy Services UK Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
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 Aquila Projects Ltd 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS
eEnergy EAAS Projects 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
eEnergy Services N.I. Limited 100% 100% Trading Company Northern Ireland 19 Arthur Street, Belfast, BT1 4GA
Smartech Energy Projects Limited 100% 100% Non-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 Project Ltd 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 US 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. eEnergy Group plc has provided a
guarantee in accordance with s479C.
16 Trade and other receivables
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Trade receivables 782 420
Prepayments 197 476
Accrued revenue 1,330 1,190
Contract assets 756 -
VAT - 344
Other receivables 449 300
Total 3,514 2,730
All trade receivables are short term and 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. See note 26 for
further details.
As at 31 December 2025, the Group recognised a contract asset of £756,000
(2024: £nil), primarily in relation to the Mace project for which work had
been undertaken prior to year end, for which contractual documents were signed
post 31 December 2025.
The prior period comparatives has been restated to represent the correct IFRS
9 accounting treatment for capitalised debt fees. £237,000 formerly presented
within prepayments has been recalculated as £278,000 and reclassified to
borrowings in relation to fees incurred in establishing the NatWest Customer
Funding Facility. As at 31 December 2025 a balance of £254,000 is recognised
in other receivables for these capitalised debt fees as the NatWest facility
had been fully repaid as at 31 December 2025, but remained available for
utilisation.
Company only Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Non-current
Intercompany receivables 23,133 23,963
Current
Prepayments 12 212
VAT 57 71
Other receivables 95 24
164 307
Total 23,297 24,270
All intercompany receivables are non-interest bearing, unsecured and repayable
on demand. Management do not anticipate recalling balances due from other
Group undertakings within the next 12 months, as such the balance has been
classified as non-current.
17 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 Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Cash and cash equivalents 921 2,317
Total 921 2,317
Company only Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Cash and cash equivalents 30 175
Total 30 175
18 Trade and other payables
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Trade payables 3,630 3,519
Accrued expenses 857 2,136
Contract liabilities 465 392
Social security and other taxes 140 -
Other payables 622 2,230
Total 5,714 8,277
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 to note 25.
Contract liabilities represent revenues collected but not yet earned as at the
year end.
Company only Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Trade payables 484 159
Accrued expenses 303 540
Intercompany payables 8,057 7,821
Other payables 214 331
Total 9,058 8,851
All intercompany payables are non-interest bearing, unsecured and repayable on
demand. Management do not anticipate balances due to other Group undertakings
being recalled within the next 12 months, but have elected to present them as
current liabilities as they are repayable on demand.
19 Leases
On review of the electric vehicle fleet during the current year, management
noted that a number of vehicles were additions in the prior financial year,
for which rental expense had been recognised through the income statement, as
opposed to the correct recognition of a right of use asset and lease liability
under the requirements of IFRS 16. While the change in net assets is trivial,
management elected to restate the prior period comparatives due to the
material size for the gross right of use asset and gross lease liability on
the statement of financial position.
Right of use asset additions of £868,000 were recognised in the prior period,
with £68,000 of depreciation recognised. This offset against rental expenses
previously recognised of £82,000 leading to a reduction in administrative
expenses of £14,000. Lease additions of £868,00 were recognised in the prior
period, with an additional interest expense of £25,000. As at 31 December
2024, additional right of use assets with a net book value of £800,000 and
associated lease liabilities of £811,000 had been recognised, generating a
decrease in net assets as at 31 December 2024 of £11,000. See note 3 for
further information.
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Right of use assets
Properties 129 559
Motor vehicles 759 801
Total 888 1,360
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Lease Liabilities
Current 388 428
Non-current 536 1,073
Total 924 1,501
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Lease Liabilities - Maturity Analysis
Current 388 428
Between 1-5 years 536 1,073
Beyond 5 years - -
Total 924 1,501
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Movement on Lease Liabilities
As at 1 January (1,501) (573)
Additions (518) (1,281)
Interest (134) (119)
Repayments 641 440
(Loss)/gain on foreign exchange (29) 32
Disposals 617 -
As at 31 December (924) (1,501)
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
A reconciliation of the carrying amount of each class of right of use asset is
as follows:
Properties
As at 1 January 559 497
Additions 257 385
Disposals (424) -
Depreciation (286) (304)
Gain/(loss) on foreign exchange 23 (19)
As at 31 December 129 559
Motor Vehicles
As at 1 January 801 5
Additions 261 868
Disposals (47) -
Depreciation (256) (72)
As at 31 December 759 801
Company only Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Right of use assets
Properties 129 129
Motor vehicles 557 491
Total 686 620
Company only Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Lease Liabilities
Current 316 272
Non-current 398 357
Total 714 629
Company only Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Lease Liabilities - Maturity Analysis
Current 316 272
Between 1-5 years 398 357
Beyond 5 years - -
Total 714 629
Company only Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Movement on Lease Liabilities
As at 1 January (629) (132)
Additions (514) (781)
Interest (69) (49)
Repayments 473 333
Disposals 25 -
As at 31 December (714) (629)
Company only Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
A reconciliation of the carrying amount of each class of right of use asset is
as follows:
Properties
As at 1 January 129 128
Additions 257 257
Depreciation (257) (256)
As at 31 December 129 129
Motor Vehicles
As at 1 January 491 5
Additions 257 522
Disposals (24) -
Depreciation (167) (36)
As at 31 December 557 491
20 Borrowings
Group Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Current
COVID Bounce Back Loan - 29
NatWest Customer Funding Facility - 461
- 490
Non-current
Harwood Facility 1,288 -
NatWest Customer Funding Facility - 3,265
1,288 3,265
Total borrowings 1,288 3,755
Company Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Non-current
Harwood Facility 1,288 -
1,288 -
Total borrowings 1,288 -
In February 2024 eEnergy Projects SPV 1 Limited, a subsidiary of the eEnergy
Group entered into a Customer Funding Facility with National Westminster Bank
plc ('NatWest') with the capacity to draw down up to £40m 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. In June 2025 following the
Redaptive purchase of all of eEnergy Projects SPV 1 Limited's long term LaaS
and SaaS contracts, the NatWest facility was repaid in full. The facility
remains open and unutilized as at year end and continues to incur quarterly
commitment fees. The prior period comparative has been restated in order to
recognise £278,000 of capitalised debt fees alongside the outstanding
facility balance. As at 31 December 2025 the facility has been fully repaid
and a balance of £254,000 has been recognised in other debtors in relation to
the capitalised debt fees.
On 13 November 2025 eEnergy Group plc completed a utilisation request for
£1,500,000 from Harwood Holdco Limited. This facility incurs interest at 10%
per annum with a repayment date of 12 November 2026. eEnergy Group plc has the
option to extend the loan facility for a further 6 month period to 12 May 2027
with an increased interest rate of 12.5%. A final 6 month extension is
optional to 12 November 2027 incurring interest at 15% per annum. Alongside
the loan instrument, eEnergy Group plc has issued warrants to Harwood Holdco
Limited, further detailed in note 28. As at 31 December 2025, capitalised debt
fees of £212,000 were recognised alongside the Harwood Facility balance, in
relation to the warrant costs and other capitalised debt fees incurred when
establishing the facility.
eEnergy 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 2025 a balance of £29,000
remained outstanding (2024: £29,000). During the current financial year the
balance has been reclassified from borrowings to other creditors, as eEnergy
Services RSL Limited does not currently hold any active Barclays banking
facilities.
Group Year ended Year ended
Maturity on the borrowings is as follows: 31 December 2025 31 December 2024
Restated
£'000 £'000
Current - 465
Due between 1-2 years 1,288 929
Due between 2-5 years - 1,613
Due beyond 5 years - 748
Total 1,288 3,755
Company Year ended Year ended
Maturity on the borrowings is as follows: 31 December 2025 31 December 2024
Restated
£'000 £'000
Current - -
Due between 1-2 years 1,288 -
Due between 2-5 years - -
Due beyond 5 years - -
Total 1,288 -
21 Deferred Tax
Deferred tax assets and liabilities are attributable to the following:
Group Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Tangible assets (28) (115)
Losses 1,509 2,521
Other (18) 19
Total 1,463 2,425
Movement in temporary timing differences during the period:
The following are the major deferred tax liabilities and assets recognised by
the Group and the movements thereon during the current and prior reporting
period:
Group Note Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
As at 1 January 2,425 194
Transfer to discontinued operation - 788
(Charge) / credit for the year to income statement 11 (962) 1,443
As at 31 December 1,463 2,425
Unrecognised deferred tax assets
As at 31 December 2025, the Group had tax losses in the UK and Ireland
totalling £17.8m and £3.5m respectively 2024: £15.4m and £3.2m 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.
22 Provisions
Restructuring O&M and Warranty Onerous contract Total
£'000 £'000
£'000 £'000
As at 1 January 2024 - (15) (631) (646)
Transfer from payables - (49) - (49)
Charged to Statement of comprehensive income (190) (443) (222) (855)
Utilised - 15 631 646
As at 31 December 2024 (190) (492) (222) (904)
Transfer from payables - (9) - (9)
Charged to Statement of comprehensive income - (244) - (244)
Utilised 190 369 222 781
As at 31 December 2025 - (376) - (376)
Restructuring O&M and Warranty Onerous contract Total
£'000 £'000
£'000 £'000
Current (190) (98) (222) (510)
Non-current - (394) - (394)
As at 31 December 2024 (190) (492) (222) (904)
Current - (71) - (71)
Non-current - (305) - (305)
As at 31 December 2025 - (376) - (376)
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 utilised
during the current period, clearing the provision to £nil as at 31 December
2025.
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 £244,000 (2024: £443,000) was recognised in
the period, while £369,000 (2024: £15,000) was utilised, primarily on legacy
Lighting-as-a-Service contracts prior to the standardisation of key
components. In the current period a further balance of £9,000 (2024: 49,000)
was reclassified from the payables balances where it had been previously
presented in order to consolidate the provision balance.
The onerous contract provision recognises contracts at the point they are
identified as being loss making, for which the brought-forward balance of
£222,000 was fully utilised via the Statement of comprehensive income to
offset against costs incurred as part of the winding down of the Irish
operations following the Group's restructuring exercises in the prior period.
During the current and prior year eEnergy Group plc did not hold any provision
balances.
23 Share capital and share premium
Ordinary shares Share capital Deferred share capital Total share capital Share premium
No. £'000 £'000 £'000
£'000
As at 1 January 2024 387,224,625 1,161 15,333 16,494 49,319
As at 31 December 2024 387,224,625 1,161 15,333 16,494 49,319
As at 31 December 2025 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 2025 are set out in note 28.
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.
24 Other reserves
Group Note Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Share based payment reserve 2,345 1,630
Warrant reserve 897 779
Revaluation reserve 34 34
Other reserves 3,276 2,443
Group Note Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Reverse acquisition reserve (35,246) (35,246)
Total (35,246) (35,246)
Company Note Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Share based payment reserve 2,345 1,630
Warrant reserve 897 779
Total 3,242 2,409
The other reserves consist of the share based payment reserve, warrant reserve
and revaluation reserve. During the current year the warrant accounting
treatment under IFRS 9 has been reviewed, resulting in a restatement to
increase the prior period balance by £329,000 (see Note 3 for further
information. The warrant reserve has also been separately disclosed, having
previously been included within the share based payment reserve balance.
The warrant reserve represents the fair value for all open equity settled
liabilities in relation to warrants issued by the Group. The 'liability' is
recognised on inception at the fair value of the total instrument and remains
in place until the instrument either lapses or is vested.
The share based payment reserve represents the fair value for all share
settled share based payment schemes, which builds up throughout the vesting
period of each respective share scheme. The balance remains in place until
either the scheme vests or lapses.
The revaluation reserve represents the historic fair value increase assets in
the carry value of other current assets.
25 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:
Group Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Cash and cash equivalents 921 2,317
Total 921 2,317
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:
Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Total borrowings 1,288 3,755
Assuming the amount at period end was held for a year, a 10% movement in this
rate would have a £26,000 (2024: £220,000) 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 long term cashflows on historic LaaS and SaaS contracts
within the Group's SPVs. 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 2025 2025 2024 2024
Carrying value Maximum exposure Carrying value Maximum exposure
Restated Restated
£'000 £'000 £'000 £'000
Cash and cash equivalents 921 921 2,317 2,317
Trade receivables 782 782 420 420
Financial assets - customer receivables 6,327 6,327 14,896 14,896
8,030 8,030 17,633 17,633
Company 2025 2025 2024 2024
Carrying value Maximum exposure Carrying value Maximum exposure
£'000 £'000 £'000 £'000
Cash and cash equivalents 30 30 175 175
30 30 175 175
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. As part of the IFRS 9 restatement for the SPVs,
one customer was recognised to have moved to administration in the prior prior
period and the opening financial asset was restated accordingly, see note 3
for further information.
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 Year ended Year ended
31 December 2025 31 December 2024
Restated
£'000 £'000
Cash and cash equivalents 279 64
Trade receivables 25 110
Financial asset - customer receivables 1,991 2,377
Financial liabilities (6,955) (7,768)
Trade payables (95) (151)
Total (4,755) (5,368)
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 held a number of Euro forward
contracts, all of which were closed out in the current financial year.
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:
Euro Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Impact of 10% change 31 158
Total 31 158
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:
Group Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Cash and cash equivalents 921 2,317
Total 921 2,317
26 Financial assets and financial liabilities
SPV Funding Liabilities
Management recognise SPVs as principal for the delivery of historic LaaS and
SaaS contracts. In order to provide contracts with payment terms that extend
over 5 to 10 years, the SPVs engaged 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 Aquila. As at 31 December 2025 a financial
liability of £7,863,000 (2024: £9,284,000 restated) was recognised in
relation to these funders, offset against a financial asset of £6,327,000
(2024: £8,577,000 restated).
Drawdown of loan facility collateralised against contracted future cashflows
due to the SPV
During 2024, 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 2025, the total balance outstanding on the NatWest facility was £nil
(2024: £3,726,000 restated) following the repayment of the facility after the
purchase of the contracts by Redaptive. As such there was no financial asset
as at 31 December 2025 (2024: £6,319,000).
Analysis of funding related financial assets and financial liabilities:
Group Year ended Year ended
31 December 2025 31 December
Restated
£'000 2024
£'000
Financial assets - customer receivables 6,327 14,896
Financial liabilities due to funders (7,863) (9,284)
NatWest Customer Funding Facility 20 - (3,726)
Total (1,536) 1,886
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 were closed out during the
current financial 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 resulted in the recognition of a
derivative liability of £435,000 as at 31 December 2024, which had been
cleared to £nil as at 31 December 2025.
Group 2025 2025 2024 2024
Fair value Notional value Fair value Notional value
£'000 £'000
£'000 £'000
Forward foreign exchange contracts - - (435) 5,235
The Group holds the following financial instruments at amortised cost:
2025 - Group Financial assets at amortised cost Financial liabilities at amortised cost Total
£'000 £'000
£'000
Trade and other receivables 1,428 - 1,428
Cash and cash equivalents 921 - 921
Financial assets - customer receivables 6,327 - 6,327
Trade and other payables - (4,717) (4,717)
Lease liabilities - (924) (924)
Financial liabilities to funders - (7,863) (7,863)
Derivative financial liabilities - - -
Borrowings - (1,288) (1,288)
Total 8,676 (14,792) (6,116)
2024 - Group Financial assets at amortised cost Financial liabilities at amortised cost Total
Restated Restated Restated
£'000 £'000
£'000
Trade and other receivables 1,196 - 1,196
Cash and cash equivalents 2,317 - 2,317
Financial assets - customer receivables 14,896 - 14,896
Trade and other payables - (6,141) (6,141)
Lease liabilities - (1,501) (1,501)
Financial liabilities to funders - (7,776) (7,776)
Derivative financial liabilities - (435) (435)
Borrowings - (3,755) (3,755)
Total 18,409 (19,608) (1,199)
The Company holds the following financial instruments at amortised cost:
2025 - Company Financial assets at amortised cost Financial liabilities at amortised cost Total
£'000 £'000
£'000
Trade and other receivables 9 - 9
Cash and cash equivalents 30 - 30
Trade and other payables - (8,541) (8,541)
Lease liabilities - (714) (714)
Borrowings - (1,288) (1,288)
Total 39 (10,543) (10,504)
2024 - Company Financial assets at amortised cost Financial liabilities at amortised cost Total
Restated Restated
£'000 £'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 - (629) (629)
Borrowings - - -
Total 24,374 (8,609) 15,765
27 Reconciliation of movement in net debt
As at 1 January 2025 New borrowings Interest added to debt Debt repaid Other cashflows Other adjustments As at 31 December 2025
£'000 £'000 £'000
£'000 £'000 £'000 £'000
Cash at bank 2,317 3,841 - (7,292) 2,055 - 921
Borrowings (3,755) (3,841) (357) 6,651 - 14 (1,288)
Net cash (debt) excluding lease liabilities (1,438) - (357) (641) 2,055 14 (367)
Lease Liabilities (1,501) (518) (134) 641 - 588 (924)
Net cash (debt) (2,939) (518) (491) - 2,055 602 (1,291)
As at 1 January 2024 New borrowings Interest added to debt Debt repaid Other cashflows Other adjustments As at 31 December 2024
£'000 £'000 £'000
£'000 £'000 £'000 £'000
Cash at bank 597 4,603 - (9,064) 6,181 - 2,317
Borrowings (restated) (7,479) (4,603) (107) 8,707 - (273) (3,755)
Net cash (debt) excluding lease liabilities (restated) (6,882) - (107) (357) 6,181 (273) (1,438)
Lease Liabilities (restated) (573) (1,281) (119) 440 - 32 (1,501)
Net cash (debt) (restated) (7,455) (1,281) (226) 83 6,181 (241) (2,939)
28 Share based payments and share options
(i) Growth Shares
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:
'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.
As at 31 December 2025 the following Directors ('Participants') had subscribed
for Growth Shares in eEnergy Holdings Limited for their tax market value as
set out in the table below. This value was determined by the Company's
independent advisers, Deloitte LLP. Payment of the subscription monies by the
Participants is a firm commitment, with payment normally deferred until the
MIP matures.
Director Number of Growth Shares Aggregate subscription price
No. £
Harvey Sinclair 5,500 298,650
Andrew Lawley 1,000 54,300
David Nicholl (former Director) 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
2025).
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 (2024: £nil) fair value
expensed during the year as the scheme had been expensed in full by the close
of 31 December 2023.
(ii) EMI Share Option Awards and non-advantaged Share Option
Awards - 2024 Scheme
Following the lapse 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; and
• Share price more 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.
During the current financial year, there have been 2 separate grants issued
under the 2024 EMI Scheme, as detailed in the table below.
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 £798,000 (2024:
£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.
Number of options originally granted* Contractual life (years) Share price Number of employees Exercise price Expected volatility Expected life Risk Fair Value per option
at date of grant at grant (years free
Date of grant ) rate
26 Feb 2024* 28,080,000 3 £0.0655 1 £0.003 56% 3 4.11% £0.055
26 Feb 2024* 8,000,000 3 £0.0655 1 £0.003 56% 3 4.11% £0.056
26 Feb 2024* 11,000,000 3 £0.0655 2 £0.003 56% 3 4.11% £0.052
26 Feb 2024* 7,975,000 3 £0.0655 10 £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
5 Feb 2025 500,000 2 £0.0480 1 £0.003 56% 2 4.11% £0.018
17 Nov 2025 5,650,000 2 £0.0470 5 £0.003 61% 2 3.68% £0.014
Date of grant Number of options originally granted Vested Lapsed / forfeited Outstanding as at 31 December 2025
26 Feb 2024 * 55,055,000 - (12,150,000) 42,905,000
19 Dec 2024 3,900,000 - - 3,900,000
5 Feb 2025 500,000 - - 500,000
17 Nov 2025 5,650,000 - - 5,650,000
*26 February 2024 grant options have been corrected from the 48,055,000
presented in the prior year accounts
(iii) 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.
These warrants lapsed in the current year and as a result £45,544 was
recycled from the warrant reserve to the accumulated losses account. 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 estimated 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.
Date of grant Number of warrants Share price Exercise price Expected volatility Expected Risk free rate Expected dividends
life
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%
On 13 November 2025, eEnergy Group plc completed a utilisation request for
£1,500,000 from Harwood Holdco Limited. The Company agreed to grant warrants
over 8,653,846 ordinary shares of 0.3 pence each in the capital of the Company
to Harwood at a strike price of 5.2 pence per Ordinary Share. The Warrants
will be exercisable, in whole or in part, at any time until 12 November 2030.
In the event that the Company raises funds by way of an equity financing round
where Ordinary Shares are issued in exchange for cash at a price per Ordinary
Share of less than £0.052, the strike price will be amended to reflect the
issue price per Ordinary Share, provided that this shall not, for the
avoidance of doubt, apply to any funds raised from (a) any subscription monies
for the Warrant Shares pursuant to this instrument; or (b) any Ordinary Shares
issued on the exercise of any option granted to an employee, officer or
consultant of the Company. Any Warrants that remain unexercised at the end of
the Subscription Period shall lapse and terminate immediately on such expiry
without further notice and shall be of no further force or effect.
Date of grant Number of warrants Share price Exercise price Expected volatility Expected Risk free rate Expected dividends
life
13 Nov 2025 8,653,846 £0.0480 £0.052 62.00% 5 3.65% 0.00%
The total fair value of the warrants was recognised as £164,000, which was
recognised as an addition to the warrant reserve in the current year. The
expense was then capitalised against the Harwood borrowings balance to be
recognised at amortised cost matched over the life of the agreement.
Total contingently issuable shares
Year ended Year ended
31 December 2025 31 December
Restated
2024
Executive Share Option Plan - 471,000
Other Share Options and Warrants 103,692,174 92,164,257
103,692,174 92,635,257
The number and weighted average exercise price of the share options and
warrants are as follows:
2025 2025 2024 2024
Weighted average exercise price No. of share options Weighted average exercise price No. of share options
(restated)
Outstanding at the beginning of the year 3.012 pence 92,635,257 3.988 pence 68,125,177
Granted during the year 3.164 pence 14,803,846 0.300 pence 58,955,000
Lapsed during the year 3.328 pence (3,746,929) 5.606 pence (34,444,920)
Outstanding at the end of the year 3.022 pence 103,692,174 3.012 pence 92,635,257
Exercisable at the end of the year - - 0.300 pence 175,000
Share options and warrants outstanding as at 31 December 2025 had a weighted
average exercise price of 3.022 pence (2024 restated: 3.012 pence) and a
weighted average contractual life of 2.69 years (2024: 2.48 years). To date no
share options have been exercised.
29 Capital commitments
There were no capital commitments at 31 December 2025 or 31 December 2024.
30 Contingent liabilities
There were no contingent liabilities at 31 December 2025 or 31 December 2024.
31 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 current year Luceco
divested of their stake in eEnergy Group plc and on 27 November 2025 John
Hornby resigned as Director. During the period, eEnergy acquired £1,930,000
(2024: £1,979,000) of goods and services from Luceco plc (and its wider group
of subsidiaries). At the year end the trade creditor balance with Luceco was
£395,000 (2024: £502,000).
During the period, the Group acquired £nil (2024: £141,000) of 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 (2024: £nil), with all transactions being included within the
Energy Management Division which was disposed during the prior year.
On 13 November 2025 eEnergy Group plc completed a utilisation request for
£1,500,000 from Harwood Holdco Limited. This facility incurs interest at 10%
per annum with a repayment date of 12 November 2026. eEnergy Group plc has the
option to extend the loan facility for a further 6 month period to 12 May 2027
with an increased interest rate of 12.5%. A final 6 month extension is
optional to 12 November 2027 incurring interest at 15% per annum. Alongside
the loan instrument, eEnergy Group plc has issued warrants to Harwood Holdco
Limited, further detailed in note 28. As at 31 December 2025, capitalised debt
fees of £212,000 were recognised alongside the Harwood Facility balance, in
relation to the warrant costs and other capitalised debt fees incurred when
establishing the facility. Post year end, the Group secured a further £1.0m
facility from Harwood Holdco Limited as detailed in note 31. Harwood Holdco
Limited is a member of the Harwood Capital LLP Group, which holds a 12.27%
stake in eEnergy. Post year end on 19 January 2025, Nicholas Mills who is a
Director of Harwood Capital LLP became a Non-Executive Director of eEnergy
Group plc.
Balances and transactions between companies within the Group that are
consolidated and eliminated are not disclosed in these financial statements.
32 Events subsequent to the period end
On 23 February 2026, eEnergy Group plc secured a loan facility of £1.0m from
Harwood Holdco Limited. The £1.0m principal is secured with a floating charge
over the Group's assets and is repayable on or before 31 July 2026. Interest
accrues at a rate of 12% per annum, with a 2.0% arrangement fee incurred on
draw down. The facility provides the necessary liquidity to support delivery
of Mace and other significant tender opportunities, without constraining
ongoing operations. It also underpins eEnergy's strategic objective of
expanding its presence in higher-value contract markets, while maintaining
prudent financial discipline.
On 1 April 2026, eEnergy Aquila Projects Limited completed the sale of its
long term Energy-as-a-Service contracts to Redaptive Sustainability Services
UK Limited. Consideration of £599,000 was received, which was subsequently
used to settle the outstanding liability due to the Aquila funder.
On 27 March 2026, the Company terminated the £40m NatWest facility on the
grounds that it has secured alternative funding arrangements from Redaptive
for funded customer solutions.
33 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.
Officers and advisers
Non-Executive Chairman Andrew
Lawley
Chief Executive
Harvey Sinclair
Chief Financial Officer
John Gahan
Non-Executive Directors Dr
Nigel Burton, Gary Worby, Nicholas Mills
Company Secretary
John Gahan
Business Address
20 St. Thomas Street, London, SE1 9RS
Registered Office
20 St. Thomas Street, London, SE1 9RS
Independent Auditor
Cooper Parry Group Limited,
Sky View, Argosy Road, East Midlands Airport, Castle Donington, Derby, DE74
2SA
Nominated Advisor and joint broker Strand Hanson. 265
Mount Row, London, W1K 3SQ
Joint Broker
Canaccord Genuity, 88 Wood Street, London, EC2V 7QR
Legal Advisors
Fieldfisher LLP, Riverbank House, 2 Swan Lake,
London, EC4R 3TT
Financial PR
Tavistock Communications, 1 Cornhill, London, EC3V 3ND
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR ZZGZDMLDGVZZ
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Eenergy
See all newsREG - eEnergy Group PLC - Final Results for the Year Ended 31 December 2025
AnnouncementREG - eEnergy Group PLC - Q1 Trading Update, Revenue Recognition & Outlook
AnnouncementRCS - eEnergy Group PLC - Contract wins
AnnouncementREG - eEnergy Group PLC - Loan Agreement
AnnouncementREG - eEnergy Group PLC - Trading Update
Announcement