Final Results and Notice of AGM

Energypathways

Today 07:00

RNS Number : 2652K
  
EnergyPathways PLC
  
30 June 2026
  
 


30 June 2026
EnergyPathways plc
("EnergyPathways" or the "Company")
 
Annual Results and Notice of AGM
 
EnergyPathways (AIM: EPP), the UK energy transition company, is pleased to announce the publication of its Annual Results for the year ended 31 December 2025 and Notice of Annual General Meeting.
 
Period Highlights:
 
·      Long Duration Energy Storage element of MESH designated a development of "national significance"
 
·      Application for Gas Storage Licence submitted in November 2025
 
·      Launched engineering studies for a hydrogen and graphite production plant using Hazer Group Ltd proprietary hydrogen production technology licensed with KBR Inc ("KBR").
 
·      Engagement of key industry partners, including Siemens Energy Limited, Zenith Energy Ltd, Wood Group PLC and Costain Group PLC.
 
·      Loss for the period £1,659,501 (2024: £1,203,671). Cash at year end of £1,092,759 (2024: £857,650)
 
Post period-end:
 
·      Launch of FEED for Long Duration Energy Storage project
 
·      Submitted proposed MESH gas storage development  to DESNZ as part of response to consultation "Gas System in Transition: Security of Supply"
 
·      Signed £15 million Financing Agreement
 
·      Grant of Gas Storage Licence GS009 in May 2026
 
·      Collaboration Agreement with Associated British Ports to jointly evaluate Port of Barrow location for MESH onshore facilities
 
·      Appointment of Alison Flower as Non-Executive Director and Martyn Millwood Hargrave as Chief Scientific Officer
 
 
Notice of AGM
 
The Company's Annual General Meeting ("AGM") will be held at 10.00 a.m. on 22 July 2026, at the Royal Over-Seas League, 6 Park Place London SW1A 1LR
 
To be valid, proxy votes must be received by the Company's registrar, Share Registrars, as soon as possible and in any event no later than 10.00 a.m. on 20 July 2026.
 
A copy of the Notice of AGM, together with the Annual Report, will be posted to shareholders on 30 June and will be available to view free of charge on the website of the Company at www.energypathways.uk.
 
Commenting on the results and outlook, CEO Ben Clube said:
 
"EnergyPathways has achieved much over the past 12 months, but there is still important work ahead. The direction of travel, however, is firmly with us. MESH has a major contribution to make to the UK energy landscape, and as CEO, I am excited to be leading a strong and experienced team capable of bringing this project into commercial operation by 2031 and building on our groundbreaking technology solution.
 
"Looking ahead, the next 12 months will be critical, as we will enter MESH into the LDES Cap and Floor second window, begin the Development Consent Order process, seek additional licences from the North Sea Transition Authority, finalise commercial agreements with supply chain partners and secure new growth opportunities. The value prize is enormous and into the billions of pounds: with the continued support of our current and future shareholders, MESH can help reshape and strengthen the UK's energy future while unlocking considerable value for our shareholders."
 
 
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the contents of this announcement.
 
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
 
 
 
 Enquiries




Investor questions on this announcement
 We encourage all investors to share questions on this announcement via our investor hub
 


https://energypathways.uk/link/eXg7qy




EnergyPathways
 Ben Clube / Max Williams
 


Tel: +44 (0)207 466 5000, c/o Burson Buchanan (Financial PR)
Email : info@energypathways.uk
 




Cairn Financial Advisers LLP (Nominated Adviser)
 Jo Turner / Louise O'Driscoll / Sandy Jamieson
 


Tel: +44 (0)20 7213 0880
 




SP Angel Corporate Finance LLP (Broker)
 Richard Hail / Adam Cowl
 


Tel: +44 (0)20 3470 0470
 




 
For further information on EnergyPathways visit www.energypathways.uk and @energy_pathways on X (formerly Twitter).
 
Chairman's Statement
 
I am very pleased to be writing to EnergyPathways plc shareholders following a year in which the Company has made significant progress in advancing its flagship Marram Energy Storage Hub project, MESH, and in which the strategic importance of our proposition has become increasingly clear.
 
2025 was an eventful year, both for EnergyPathways and for the UK energy market in general. The year was characterised by continued focus on energy security, the affordability of energy, the transition to Net Zero, and the critical role that Long Duration Energy Storage must play if the UK is to integrate increasing volumes of renewable power while maintaining reliable and affordable supply. Against this backdrop, the Board believes that EnergyPathways has continued to position MESH as a pragmatic, commercially focused and nationally important energy infrastructure project.
Financial Results
The Group incurred a loss for the year of £1,659,501 compared to a loss of £1,203,671 for the year ended 31 December 2024. Losses mainly arose from expenses in connection with staff remuneration, technical and other consultancy fees, the costs of being an AIM quoted company, project development costs and general administration expenses. 
 
Net assets of the Group at 31 December 2025 amounted to £2,486,631 (2024: £1,266,509). The gross proceeds raised through direct subscriptions, placings and the exercise of options and warrants during the year ended 31 December 2025 amounted to £2,639,592 before expenses (2024: £1,565,245 before expenses). Cash at year end was £1,092,759 (31 December 2024: £857,650).
Strategic progress during the year
During the year, the Company continued to build on the strategic pivot made in 2024, when we announced MESH as a fully integrated energy storage hub, designed to combine natural gas storage, hydrogen storage, compressed air energy storage, low-carbon power generation and associated industrial opportunities in the East Irish Sea and Barrow-in-Furness.
 
In February 2025, following pre-FEED work undertaken with strategic partners, the Company announced the selected technical design for the initial phase of MESH. This work reinforced the Board's belief that MESH is capable of repurposing existing late-life gas infrastructure, utilising the energy resources of the North West of England and the East Irish Sea, and providing a practical route to delivering low-emission energy storage at scale.
 
The Company also continued to progress the hybrid compressed air energy storage component of MESH. Long Duration Energy Storage is increasingly recognised as a vital missing element in the UK's energy system. Wind power is being curtailed at considerable cost to consumers, while the electricity grid continues to require reliable, flexible and dispatchable power when renewable output is low. We believe MESH can help address these challenges in a commercially disciplined manner, by storing surplus energy and making it available when it is most needed.
 
During the period, the Company strengthened its technical and delivery capability. Zenith Energy Ltd was engaged for well engineering while the Company also continued to develop its relationships with tier-one partners and specialist engineering groups, including Siemens Energy, Costain, Wood, Hazer and KBR. These relationships are important not only because of the capabilities they bring to the project, but also because they demonstrate the increasing recognition of MESH as a serious and scalable energy infrastructure opportunity.
The Major Announcement of 2025
Much of 2025 was focused on an application to Government in relation to Section 35 of the Planning Act 2008 which empowers the Secretary of State to direct that a project be treated as a Nationally Significant Infrastructure Project (NSIP). This allows the development to bypass standard local planning routes and be fast-tracked through the centralised Development Consent Order (DCO) process.  The Company's key milestone during the year was the decision in September of the Secretary of State for Energy Security and Net Zero that the major elements of MESH, specifically the Company's Long Duration Energy Storage (LDES), should be treated as a development of national significance. This was a landmark moment for EnergyPathways. It recognised the scale, strategic relevance and potential national importance of the MESH project. The Board believes this decision was a strong endorsement of the Company's whole-system approach to energy storage, energy security, decarbonisation and regional industrial development.
 
Following this confirmation, the Company continued to refine and expand the scope of MESH. In November 2025, the Company submitted an expanded Gas Storage Licence application covering the natural gas and hydrogen storage elements of MESH. This application covered an area with potential for up to 60 salt caverns for natural gas and hydrogen storage, representing an almost fourfold increase in the area being targeted for salt cavern development. This was an important step in aligning the licence area with the scale of opportunity that the Board believes exists in the East Irish Sea.
Business outlook
The need for MESH has, in the Board's view, become increasingly compelling. The UK continues to require greater energy storage capacity, more flexible low-carbon power, improved resilience to international gas price volatility and a practical means of reducing the cost burden of renewable curtailment. We believe MESH can make a material contribution to each of these challenges.
 
The Company's strategy remains aligned with the key strands of UK energy policy: decarbonisation, energy security, electrification, reutilisation of existing infrastructure, protection of the environment and industrial growth. Importantly, our approach remains pragmatic and commercial. We believe the energy transition must be delivered in a way that is technically credible, financeable and capable of reducing, rather than increasing, pressure on consumers.
Post year-end progress
In the period following the financial year end, the Company has made further significant progress. Costain completed a first phase of engineering studies for the MESH onshore facilities at Barrow-in-Furness, shortlisting potential sites for further evaluation and front-end engineering and design. Shortly afterwards, the Company announced that pre-FEED studies with Siemens Energy had confirmed the economic viability of the MESH compressed air Long Duration Energy Storage project and that FEED had been launched, supported by a £15 million financing agreement. These developments represent important practical steps towards moving MESH from concept and pre-FEED into the next phase of engineering and delivery.
 
Most importantly, in the period following the financial year end, the North Sea Transition Authority (NSTA) offered a Gas Storage Licence to EnergyPathways Irish Sea Limited in connection with the MESH project. The offer was accepted.  This is another major milestone for the Company and materially advances the Company's plans to develop large-scale natural gas and hydrogen storage as part of the wider MESH integrated energy system.
 
The award of the Gas Storage Licence is especially significant because gas storage remains a fundamental component of national energy resilience. The planned MESH gas storage facility is intended to strengthen the UK's energy security, reduce over-dependence on expensive imports and provide high-deliverability storage capable of supporting the grid when it is most needed. Alongside the Company's compressed air energy storage project, hydrogen production plans and sustainable industrial opportunities in Barrow-in-Furness, the licence strengthens the Board's belief that MESH can become one of the UK's most important integrated energy storage projects.
 
In the period following the financial year end, the Company also entered into a collaboration agreement with Associated British Ports (ABP) to evaluate ABP's Port of Barrow as the location for MESH onshore facilities. This relationship further highlights the potential of MESH not only as an energy security project, but also as a catalyst for investment, employment and sustainable industrial growth in Barrow-in-Furness.
 
On 28 April 2026 the Company announced a £15 million financing agreement, comprised of a £5 million Loan Note and a £10 million 'At-The-Market' Equity Placing Facility.
 
The Board was also pleased, in the period following the financial year end, to strengthen the Company's advisory and governance capability through the appointment of Martyn Millwood Hargrave as Chief Scientific Adviser and Alison Flower as an Independent Non-Executive Director.
 
Martyn Millwood Hargrave is a geoscientist, business entrepreneur and strategic adviser with over 40 years of experience across subsurface technology, energy systems and industrial innovation. He is the founder and former CEO of Ikon Science, a global subsurface software company acquired by Constellation Software in 2025.  He is currently a Visiting Professor in Earth Sciences at the University of Oxford and a Senior Associate at Oxford Net Zero. His experience spans global hydrocarbon exploration and production, carbon capture and storage, hydrogen, geothermal energy, nuclear waste disposal, and greenhouse gas removal. He has advised governments, regulators, and industry bodies on technically complex and strategically significant projects.
 
Alison Flower brings over 30 years of global energy sector and policy experience. Most recently, she served for six years (2019-2025) as the Senior Energy Advisor at the UK Foreign, Commonwealth and Development Office, focusing on energy security and transition diplomacy. She previously held senior leadership roles at BG Group, is a Fellow of the UK Energy Institute, and serves as an Ambassador for POWERful Women. Her dual background in both government strategy and commercial market strategy will provide critical insight as EnergyPathways advances the MESH energy storage project
 
Their combined experience in subsurface systems, energy policy, energy security, hydrogen, industrial decarbonisation and strategic minerals will be highly valuable as the Company progresses MESH towards development consent, financing and ultimately Final Investment Decision.
 
The Board believes that the recent award of the Gas Storage Licence, together with the confirmation of MESH as a project of national significance, the launch of FEED for the compressed air energy storage project, the £15 million financing agreement, and the growing group of tier-one strategic partners, place EnergyPathways in a very strong position.
 
We remain focused on converting this momentum into shareholder value. The Company will now work at pace to advance engineering, consenting, financing and commercial discussions with the objective of progressing MESH towards Final Investment Decision and, in due course, into operation. We believe MESH has the potential to deliver material benefits for shareholders, consumers, the UK energy system and the wider economy.
Our Stakeholders and our Ethos
The Company's stakeholders are as important as its shareholders.  They are His Majesty's Government, the people of the North West of England, and indeed the people of Britain.  What EnergyPathways aims to do should not be political and the Company seeks to be as apolitical as possible.  This Government and previous ones are right to have recognised that the upstream oil and gas industry in the United Kingdom is in decline, and we believe the UK should manage that decline in a way that maximises the country's remaining hydrocarbon resources through the development of LDES and utilisation of gas storage.  Technically, and operationally, we aim to challenge what might be called "received opinion" or "the status quo".  This is not driven by any sort of partisanship, and we certainly don't subscribe to "disruptive capitalism". Quite the opposite, we aim to facilitate economic growth, lower the cost of electricity, create new jobs and industrial opportunity in a commercial and entrepreneurial manner.  EnergyPathways is a facilitator not a disruptor.
Board and team
In making this statement, I would like to pay my respects and offer my high regard to the team in Aberdeen, where, as I write, we are now establishing our formal operational base.  The project management, operational, technical and commercial skills of this team are of the highest order, their skills honed in the UK's highly successful oil and gas industry.  This team will be responsible for a number of industry 'firsts', with which we will all be proud to have been involved.
 
As the Company has grown and the scale of MESH has increased, the Board has remained focused on ensuring that EnergyPathways has the right blend of technical, financial, commercial and governance expertise. During the year and subsequently, the Company has continued to strengthen the team supporting MESH and to develop the relationships necessary to move the project through engineering, consenting, financing and commercialisation.
 
I would like to thank our executive team, technical advisers, project partners and my fellow Directors for their service and wise counsel during the year. MESH is a complex and ambitious project, and the progress made reflects a very considerable effort by a small but highly capable team.
 
I should of course also pay tribute to the indefatigable leadership of our CEO, Ben Clube, without whom, I believe we can say, with certainty, none of what we have achieved so far, would have happened.
 
Finally, I would like to thank our shareholders for their continued support. The Company has made considerable progress during the year and, particularly in the period following the financial year end, has achieved milestones that materially de-risk and enhance the MESH opportunity. We look forward to the next stage of EnergyPathways' development with confidence and enthusiasm.
Mark Steeves

Chairman

29 June 2026
 
 
 
 




CEO's Report
 
MESH and its potential to reshape the UK's energy future
The past year has brought the UK's energy and climate challenge into sharp focus. As the national debate over net zero has intensified, so too has the recognition that the UK's economic growth, industrial competitiveness and household prosperity all depend on having an abundance of cheap and reliable energy.
 
For the UK, the central issue is not whether we can build a cleaner energy system, but whether it delivers affordable energy.
 
The UK's net-zero policy agenda, has at its core, a transition to use electricity rather than oil and gas. Despite more than half of the UK's electricity coming from renewables last year, electricity use has grown slowly. Electricity still only accounts for 17% of the UK's total energy consumption - no higher than it was two decades ago.
 
The reason electrification has not happened is simple - our electricity prices are too high. In fact, they are some of the highest in the world. The UK's ambition of becoming a clean energy superpower, with an economy to match, depends heavily on it reducing electricity prices.
 
The reason our electricity bills are so high is principally due to two interrelated factors. Firstly, we are heavily reliant on expensive gas-fired power when renewable power is in short supply, and it is setting the market price for all our electricity. Secondly, the UK is wasting much of the intermittent renewable energy it is generating due to the supply/demand imbalance caused by the fact that wind is intermittent.
 
The UK desperately needs a solution to help lower its electricity bills. It needs a solution that can harness the nation's abundant renewable power generated efficiently so that it can then be used to replace expensive gas power.  The answer lies in long-duration storage.
 
It is against this backdrop that EnergyPathways is bringing forward its MESH project, and I am pleased that the level of interest in and support for its development has been overwhelmingly positive and has continued to grow throughout the year.
 
MESH's classification as a project of "national significance" in September 2025 by the Rt Hon Ed Miliband MP, Secretary of State for Energy Security & Net Zero, was a major milestone for EnergyPathways and a strong message of confidence in the strategic arguments for MESH and, a further recognition of the benefit that low cost Long Duration Energy Storage ("LDES"), such as MESH, offers the UK's future energy system. 
 
Since then, the Government's message of confidence in EnergyPathways and its MESH project has been backed up with the award of a Gas Storage Licence by the Government regulator, the North Sea Transition Authority. The Licence area, in the East Irish Sea, holds massive potential, and we estimate the offshore construction of up to 60 large-scale energy storage caverns.
 
MESH is expected to be the UK's largest LDES project by some stretch. It also has the potential to be scaled up many times just within the Licence. The prospect of providing up to 3 GW of flexible power alone would be enough to power almost a third of the UK's households.
 
We are now working towards a Final Investment Decision (FID), planned for 2028 for the first phase of the MESH storage project, with operations commencing in 2031.
In addition to providing large-scale integrated energy storage, MESH has the potential to develop new hydrogen industries, producing synthetic graphite, ammonia and other high-value hydrogen products, thereby supporting the UK's industrial growth strategies, in particular within the UK defence and nuclear industries.
 
It is for all these reasons that the UK Government, with ministerial support, has encouraged us to progress the MESH project and why we have been successful in garnering a consortium of experienced Tier 1 companies to work with us, including Siemens Energy, Wood, Costain, KBR-Hazer and more recently ABP.
 
We have also received the support of Team Barrow, a UK Government-led initiative that involves BAE Systems, Westmorland & Furness Council and the Department of Housing, Communities and Local Government. Team Barrow is spearheading the town's development and future economic growth.
 
The economic benefits of MESH are significant. Its ability to generate sustained flexible power over multiple days at a fraction of the cost of gas power generation is a game-changer in lowering the UK's electricity prices. It can also shore up the country's energy security as well as support net-zero objectives.
 
We have achieved much over the past 12 months, but we know there is still important work ahead, including consents, licences, technical and engineering studies and financing. The direction of travel, however, is firmly with us. MESH has a major contribution to make to the UK, and as CEO, I am excited to be leading a strong and experienced team capable of bringing this project into commercial operation by 2031 and building on our groundbreaking technology solution.
 
Looking ahead, the next 12 months will be critical. We will enter MESH into the LDES Cap and Floor second window, begin the Development Consent Order process, seek additional licences from the North Sea Transition Authority, finalise commercial agreements with supply chain partners and secure new growth opportunities. The value prize is enormous and into the billions of pounds: with the continued support of our current and future shareholders and stakeholders, MESH can help reshape and strengthen the UK's energy future while unlocking considerable value for our shareholders.
 
I am often asked why MESH is needed, how it will fit within the UK's energy system and its benefits compared to other energy sources.  I trust that the addendum below MESH: its role in reshaping the UK's energy future outlines its significant value potential.
 
 
 
 
Ben Clube
Chief Executive Officer
 
29 June 2026




 
MESH: its role in reshaping the UK's energy future
The UK is a global leader in renewable energy, and last year it reached a significant milestone with more than half of its electricity coming from renewable sources.
 
However, a central challenge facing the future development of the UK's future energy system is the high price of our energy. Our growth and prosperity depend on having an abundance of cheap, reliable energy.
 
Fundamental questions are being asked of Government, industry and regulators on measures to strengthen energy security, the pace of grid connections, the role of North Sea oil and gas and even the UK's commitment to Net Zero.
 
The UK's ambition of becoming a clean energy superpower depends on reducing electricity prices. The UK desperately needs a solution to help lower its electricity bills - a solution that can harness the nation's abundant and growing levels of intermittent renewable power in a cost-effective way, so it can then be used to replace the expensive gas power that currently dominates the energy prices in our system.
 
The answer lies in large-scale energy storage ("LDES").
Electricity is central to our economic future…
The UK is undertaking one of the most profound transformations of its energy system since the Industrial Revolution. The policy path chosen to deliver our legislated Net Zero ambition is a massive transition away from the oil and gas that we use.
 
In its place we plan to use homegrown electricity to power our homes, our transport networks and our industries. And this electricity is to be largely sourced from new homegrown renewable power.
That journey has barely begun. Today, electricity accounts for just around 17% of the UK's energy consumption - the same share as 2 decades ago. The Government aims for that figure to be close to 70% by 2050.
But electricity must be affordable for a successful transition…
For UK households and businesses to transition away from fossil fuels and use electricity instead of oil and gas, the price of our electricity will need to be affordable.
 
Renewables can generate cheap electricity. However, despite almost two decades of subsidies to increase our renewable capacity, this is not translating into lowering our electricity bills which are still on the rise.
 
There is an urgency to reverse this trend.
Natural gas still dominates the UK energy market…
The first part of the problem that the UK faces is that it is heavily dependent on natural gas. The UK almost always turns to gas-fired power stations to balance its grid and keep the lights on when intermittent renewables supply falls short in meeting demand.
 
Our over-dependence on gas generation matters, because it is gas that ultimately determines the market price of the UK's electricity. Last year, gas set the UK's electricity prices almost 98% of the time.
 
As a result, even when abundant cheap renewable power could be available, UK homes and business are paying prices for their electricity set by gas power generation, and the cost of our supply of gas power has been going up.
Running gas power as a back-up system is inefficient…
The role of gas power generation in the Uk's energy system has fundamentally shifted in how it is used. Gas power generators have moved from a constant "always on" baseload supply, to a flexible back up supply for renewable power.
 
This has led to a noticeable drop in capacity factors across the 30 GWs of the UK's combined cycle gas turbine fleet, which have plummeted from around 80% in 2000 to around 29% today.
 
Low-capacity factors make for very inefficient gas-fired power generation and higher costs of electricity generation.  This, combined with the imposition of new carbon emission levies, means that gas power generators, now need higher wholesale electricity prices to recoup running costs. The cost of gas-fired power has already more than doubled since 2010.
 
Gas power costs are expected to increase further as unabated gas power is further squeezed out of the market. The UK Government's Clean Power 2030 plan targets that gas will only generate 5% of power, yet it aims to retain 30 GW of gas power generating capacity to ensure security of electricity supply. Government estimates for the cost of electricity for new build gas-fired power in this scenario are as much as £410/MWh.
 
The UK's over-reliance on an inefficient and shadow system of gas power generators to back up its renewables is resulting in all our electricity bills rising. Displacing gas power generation with a cheaper source of dispatchable flexible power will be key to bringing down our electricity bills.
The UK is using expensive gas imports….
Compounding this problem is the fact that as domestic North Sea production declines, the UK is becoming increasingly reliant on expensive imported LNG.
 
Having once been self-sufficient in gas, the UK now imports about half of its required gas, and by 2030 it will be importing up to 90% of its peak winter gas demand. This means our gas prices, and by association our electricity prices, are increasingly exposed to global energy markets.
 
Recent geopolitical events have demonstrated this risk. The Ukraine and Iran conflicts have driven sharp increases in gas prices and the UK has been forced to compete with Europe and Asia to secure scarce LNG shipments.
 
The UK's gas prices experience greater volatility and large price hikes compared to continental Europe when global gas markets tighten. This is because European countries can turn to other energy supply options. Some can rely on nuclear, many can turn up coal, but most importantly, many maintain large-scale gas storage to provide supply to buffer against high priced global supplies.
The UK's lack of storage makes it more vulnerable to global gas price hikes…
Many major oil and gas importing nations use storage to help shield their economies from global energy price shocks and seasonal demand variations. The European Union and China for example have invested heavily in gas storage which respectively have more than 80 days and 40 days of gas storage capacity.  Despite pressure to act 15 years ago, the UK's meagre capacity has declined to only around six days.
 
This leaves the UK relying more heavily on "just-in-time" gas imports and having less ability to buffer the effects of global price volatility. In addition, it loses the ability to store low priced gas which is commonly available during summer months.
 
An increase in capacity for gas storage in the UK can play an important role in reducing gas price volatility and consumers would benefit from resulting lower electricity prices.
 
Reducing the tight grip that expensive gas power generation has on our electricity bills is a key factor to having more affordable electricity. Without the ability to store gas which can be turned into flexible electricity, the price of all our electricity will be highly exposed to global gas price hikes.
 
Ultimately however, the UK needs to find an alternative but lower cost source of flexible power to displace expensive gas power generation.
Our wasted renewable energy is low-cost energy….
As more wind and solar farms come online, the UK is generating electricity which our grid cannot absorb. Many of our largest offshore and onshore wind farms are located in Scotland and the North of England but our grid simply does not have the capacity to transport this power to where it is needed. To address this, the grid operator is having to pay wind generators to switch off. In 2025, wind generators were paid close to £400 million to switch off supply.
 
At the same time, the UK spent more than £1 billion firing up expensive gas-powered generation to balance the system. In total, around 10 terawatt-hours of renewable electricity was wasted - enough to power approximately 3.6 million homes for a whole year.
 
According to NESO - the system operator, the added cost on consumer electricity bills for wasted power and to balance the grid is set to reach £8bn by 2030.
 
If all the renewable capacity is built as planned, by 2035 the UK's generating capacity will double from current levels and the challenge of excess power will become even greater. This is being reflected in the number of negative pricing periods - a signal of market oversupply - which has been rising fast. The energy consultancy, Aurora Energy Research, forecasts negative pricing periods to rise from around 2% of the year in 2024, to as much as 23% by 2030.
 
Without the ability to store all this future excess electricity being generated, much of the UK's renewable power will be wasted and the cost of this will be added to consumer bills.
The huge costs involved in expanding the UK's grid….
With the UK's renewables capacity typically built in more remote and dispersed locations, the UK grid simply does not have the capacity to transport this power to where it is needed in the major demand centres ie England.
 
To address this, the UK has embarked on a huge expansion and re-wiring of the grid.   The bill for this network expansion over the next decade is estimated to be £60 billion, and the cost is being recouped via higher network charges added to electricity bills.
 
E.ON estimates non-generation costs could reach a staggering £200/MWh by 2031. Back in 2006, when the grid was more centralised and relied on base load generators close to demand centres, this cost was as little as £25/MWh.
 
Transporting electricity is an expensive task. On a unit of energy basis, the cost of the infrastructure to transport energy as electricity is about 10 times greater than transporting gas. That cost goes up as power is transported intermittently whilst the infrastructure is only occasionally used. This means that, while the generating cost of new renewables may be delivering lower generation costs relative to gas power generation, the added network charges look certain to more than offset these savings.
 
This reveals another key role for energy storage. It is a critical tool for network operators in optimising the overall expenditure needed to re-wire our grid: storage can smooth out supply, strengthen network stability and reliability as well as maximise the usage of infrastructure assets.
Existing storage strategy is expensive and ineffective…
Currently, vast sums are being invested in BESS (Battery Energy Storage Systems). To date, the UK has installed around 6.5 GW [1]of battery storage capacity, and a further 60GW of capacity has been consented. However, BESS is short duration in nature and will be an expensive solution to harness excess wind power and optimise network costs for bill payers.
 
The UK's battery fleet, principally Lithium-ion batteries, have an average duration of supply of just 1.5 to 2 hours. They are not effective at harnessing excess renewable power over more than very short periods. Whilst batteries have their part to play in our energy future, they are not ideally equipped to handle wind that typically can blow for days on end and therefore address extended wind droughts (known as "dunkenflaute" events in Europe).
 
In short, batteries are really being used to tackle within day demand variations and not the changes in the weather that drive the UK's renewable supply.
LDES is the UK's solution to lowering energy bills…
The UK needs cost-effective energy storage capable of delivering power for days, not hours, so it can displace the expensive gas power generation it relies upon to backup renewables. LDES, like our MESH project, is the missing piece needed to fix the UK's broken energy system.
 
EnergyPathways plans to power the UK using a network of up to 60 giant offshore caverns filled with compressed air. Each cavern will be around the size of four St Paul's Cathedrals. Under the EnergyPathways' MESH project scheme, excess electricity from the UK's wind and solar farms would be used to pump compressed air into giant caverns excavated below the East Irish Sea. The air, compressed 100-fold, would then be released during power shortages, for example on windless or cloudy days, to spin generators.
 
The caverns would be excavated into a kilometre thick layer of salt below the East Irish Sea. The key benefit is that their sheer size would provides the capacity to supply power for up to a week at a time - far longer than batteries.
 
MESH will be able to harness the vast amounts of renewable energy that is increasingly being wasted and costing consumers billions of pounds per year. By using this surplus renewable power, MESH's turbines can generate electricity at around half the cost of power from the UK's fleet of backup gas-fired power stations.
 
The MESH project, when expanded, could potentially supply up to 3GW of affordable flexible clean power - this would be enough power to supply almost a third of the UK's homes and significantly reduce the need for expensive gas power generation.
 
EnergyPathways's MESH compressed air energy storage ("CAES") project will be the UK's largest LDES facility. With 55 GWh of storage capacity, it will be significantly larger than any of the battery and pumped hydro projects currently in the Government's Clean Power 2030 pipeline.
 
Once operational in late 2031, MESH will act as a giant electricity shock absorber for the national grid that can harness the vast amounts of excess renewable power that the UK is wasting.
 
Importantly, EnergyPathways' LDES solution is a more cost-effective storage solution than other forms of long duration storage. The estimated unit storage capacity cost for the MESH CAES facility is £22,000/MWh, compared with around £70,000/MWh for UK pumped hydro and approximately £430,000/MWh for BESS.
MESH Project…an infrastructure project of "National Significance"
The importance of MESH in the future UK energy landscape has already been recognised by the Government when it was designated by the Secretary of State for Energy Security & Net Zero, Rt Hon Ed Miliband MP, as an infrastructure project of "National Significance" - in September 2025.
MESH's ability to time-shift excess electricity and soak up negative pricing at scale over multiple days is a gamechanger solution to the UK's future state electricity system. By developing a fully integrated energy storage hub, combining large-scale LDES along with gas storage and hydrogen storage, MESH can put real downward pressure on electricity bills while shoring up energy security and decarbonising the UK's energy future.
MESH Project…with massive scale up potential as a strategic asset class
The scale of costs of wasted wind power, using inefficient gas power generation is running into the tens of billions of pounds each year. The growth opportunity for long duration energy storage is huge.
 
Even though MESH will be the largest LDES project in the UK, it alone will just be a start to solving the UK's problem of rising electricity bills. The market is huge.
 
Our MESH system has been designed as a modular system so it can be readily scaled up and be deployed in other locations to harness the UK's wasted renewable energy.
 
Within EnergyPathways' licence area in the East Irish Sea - already home to some of the UK's largest offshore windfarms, we can potentially develop 2-3 GW of LDES low carbon dispatchable and flexible power. Enough to supply up to a third of UK homes.
Looking forward….
LDES, ith multi-day duration capability, is now recognised as a much-needed solution to address the challenges of the UK's energy transition.
 
In summary, our MESH project will cost effectively, harness the UK's wasted energy and store that excess power to deploy when it's really needed and in doing so displace expensive gas power generation twhich is setting electricity prices. 
 
MESH will have a material impact on lowering electricity prices. Additional benefits will be reducing reliance on high emission gas power generation and the strengthening of UK energy security by reducing dependence on expensive gas imports.
 
With the introduction of hydrogen, we can further decarbonise the MESH system so it will produce flexible power with 5% of the emissions than that generated by gas power. This is not just cleaner, it is also cheaper. Our estimated cost of generating electricity from MESH is estimated at ~£70-90 per megawatt-hour, compared with gas power which looks set to increase to more than £150.
 
A further significant aspect of MESH is that we believe this project requires little to no subsidy to be developed and can be a major breakthrough to reshaping and strengthening the UK's future energy system. The team at EnergyPathways, and our valued partners, are excited to be making MESH a world-leading energy project.
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
FOR THE YEAR TO 31 DECEMBER 2025
 












2025






2024








Note


£






£


















































































Administrative expenses


4


(1,415,172)






(1,072,289)




Impairment of property, plant and equipment


11


(167,591)






-




Pre-acquisition license expenses






(71,349)






(123,562)


























Operating Loss






(1,654,112)






(1,195,851)


























Net finance costs


5


(5,389)






(860)




Listing costs






-






(6,960)


























Loss before tax






(1,659,501)






(1,203,671)


























Taxation


8


-






-


























Loss for the period






(1,659,501)






(1,203,671)


























Other comprehensive income:




















Items that will or may be reclassified to profit or loss:




















Other comprehensive income






-






-




Total comprehensive income






(1,659,501)






(1,203,671)


























Loss per share (pence) basic and diluted


9


(0.87)






(0.75)
















































 
All operations are continuing.
 
The notes below form part of these financial statements.
 
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025












Group






Group






Company






Company












As at 31 December
2025
 






As at 31 December
2024
(restated)






As at 31 December
2025






As at 31 December
2024
(restated)








Note


£






£






£






£




Non-current assets




































Intangible assets


10


-






-






-






-




Property, plant & equipment


11


3,079,697






1,405,271






613






1,109




Loan to subsidiaries


14


-






-






3,439,587






1,908,201




Investment in subsidiary


15


-






-






2,734,205






2,734,205












3,079,697






1,405,271






6,174,405






4,643,515




Current assets




































Trade and other receivables


12


293,558






106,909






72,614






40,587




Cash and cash equivalents


13


1,092,759






857,650






835,621






461,836












1,386,317






964,559






908,235






502,423




Total assets






4,466,014






2,369,830






7,082,640






5,145,938










































Current liabilities




































Trade and other payables


16


(1,979,383)






(1,103,321)






(943,699)






(515,767)












(1,979,383)






(1,103,321)






(943,699)






(515,767)










































Total liabilities






(1,979,383)






(1,103,321)






(943,699)






(515,767)










































Net assets






2,486,631






1,266,509






6,138,941






4,630,171










































Equity




































Ordinary share capital


17


2,241,923






1,684,954






2,241,923






1,684,954




Share premium


17


6,808,918






4,772,264






6,808,918






4,772,264




Share based payments reserve


18


517,000






288,000






517,000






288,000




Retained earnings






(7,081,210)






(5,478,709)






(3,428,900)






(2,115,047)










































Total equity






2,486,631






1,266,509






6,138,941






4,630,171




 
The notes below form part of these financial statements.
 
The Consolidated Financial Statements of EnergyPathways plc were approved by the Board of Directors and authorised for issue on 29 June 2026.
 
Signed on behalf of the Board of Directors by:
 
Max Williams
Finance Director




CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
 












Ordinary Share capital


Share premium


Share based payments reserve


Retained earnings


Total








Note


£


£


£


£


£




Balance as at 31 December 2023






1,579,166


4,451,952


176,000


(4,341,038)


1,866,080




Loss for the period and total comprehensive income






-


-


-


(1,203,671)


(1,203,671)




Issue of shares for services


17


28,388


46,112


-


-


74,500




Issue of shares - exercise of warrants


17


77,400


274,200


(66,000)


66,000


351,600




Issue of options


18


-


-


178,000


-


178,000




Balance as at 31 December 2024






1,684,954


4,772,264


288,000


(5,478,709)


1,266,509




Loss for the period and total comprehensive income






-


-


-


(1,659,501)


(1,659,501)




Issue of shares for services


17


69,470


261,315


-


-


330,785




Issue of shares - share subscriptions and placings


17


455,524


1,774,167


277,000


-


2,506,691




Issue of shares - exercise of warrants


17


22,500


72,500


(39,000)


39,000


95,000




Issue of shares - exercise of options


17


9,475


28,425


(18,000)


18,000


37,900




Share issue costs


17


-


(99,753)


-


-


(99,753)




Issue of broker warrants


18


-


-


9,000


-


9,000




Balance as at 31 December 2025






2,241,923


6,808,918


517,000


(7,081,210)


2,486,631


































The notes below form part of these financial statements.



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
 












Ordinary Share capital


Share premium


Share based payments reserve


Retained earnings


Total








Note


£


£


£


£


£




Balance as at 31 December 2023






1,579,166


4,451,952


176,000


(1,127,225)


5,079,893




Loss for the period and total comprehensive income






-


-


-


(1,053,822)


(1,053,822)




Issue of shares for services


17


28,388


46,112


-


-


74,500




Issue of shares - exercise of warrants


17


77,400


274,200


(66,000)


66,000


351,600




Issue of options


18


-


-


178.000


-


178,000




Balance as at 31 December 2024






1,684,954


4,772.264


288,000


(2,115,047)


4,630,171




Loss for the period and total comprehensive income






-


-


-


(1,370,853)


(1,370,853)




Issue of shares for services


17


69,470


261,315


-


-


330,785




Issue of shares - share subscriptions and placings


17


455,524


1,774,167


277,000


-


2,506,691




Issue of shares - exercise of warrants


17


22,500


72,500


(39,000)


39,000


95,000




Issue of shares - exercise of options


17


9,475


28,425


(18,000)


18,000


37,900




Share issue costs


17


-


(99,753)


-


-


(99,753)




Issue of broker warrants


18


-


-


9,000


-


9,000




Balance as at 31 December 2025






2,241,923


6,808,918


517,000


(3,428,900)


6,138,941


































 
The notes below form part of these financial statements.




CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
 












2025
 






2024
(restated)








Note


£






£




Cash flows from operating activities




















Loss before tax for the year






(1,659,501)






(1,203,671)




Adjustments for:




















Depreciation


11


3,413






2,062




Share based payments


18


9,000






178,000




Compensation settled in shares






81,037






25,000




Interest income


5


(125)






(365)




Interest expense


5


5,514






1,225












(1,560,662)






(997,749)




Changes in non-cash working capital accounts




















Decrease/(increase) in trade and other receivables


12


(187,138)






514,152




(Decrease)/increase in trade and other payables


16


437,972






(136,135)




Cash used in operating activities






(1,309,828)






(619,732)


























Investing activities




















Purchases of exploration and evaluation assets


10


-






(321,055)




Purchases of property, plant & equipment


11


(1,038,187)






(260,606)




Interest income


5


125






365




Net cash used in investing activities






(1,038,062)






(581,296)


























Financing activities




















Proceeds from issue of ordinary share capital


17


2,639,592






1,565,245




Share issue costs


17


(56,593)






-




Interest paid


5


-






(1,225)




Proceeds from loans and borrowings


14


-






-




Net cash provided by financing activities






2,582,999






1,564,020


























Net increase in cash and cash equivalents






235,109






362,992




Cash and cash equivalents at beginning of year


13


857,650






494,658




Cash and cash equivalents and end of year


13


1,092,759






857,650




There were no significant non-cash transactions in the year to 31 December 2025.
The notes below form part of these financial statements.



COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
 












Year to 31 December
2025






Year to 31 December
2024








Note


£






£




Cash flows from operating activities




















Loss before tax for the period






(1,370,853)






(1,053,822)




Adjustments for:




















Depreciation


11


496






389




Share based payments


18


9,000






178,000




Compensation settled in shares






81,037






25,000




Interest income


5


(8)






(138)




Interest expense






5,514






1,225












(1,274,814)






(849,346)




Changes in non-cash working capital accounts




















Decrease/(increase) in trade and other receivables


12


(32,029)






565,585




Increase in trade and other payables


16


422,418






101




Cash used in operating activities






(884,425)






(283,660)


























Investing activities




















Loan to subsidiary


14


(1,324,797)






(1,289,249)




Purchases of exploration and evaluation assets


15


-






(13,695)




Purchases of property, plant & equipment


11


-






(1,498)




Interest received






8






138




Net cash used in investing activities






(1,324,789)






(1,304,304)


























Financing activities




















Proceeds from issue of ordinary share capital


17


2,639,592






1,565,245




Share issue costs


17


(56,593)






-




Interest paid






-






(1,225)




Net cash provided by financing activities






2,582,999






1,564,020


























Net (decrease) in cash and cash equivalents






373,785






(23,944)




Cash and cash equivalents at beginning of period


13


461,836






485,780




Cash and cash equivalents and end of period


13


835,621






461,836




 
 
There were no significant non-cash transactions in the year to 31 December 2025.
The notes below form part of these financial statements.
 
 
 
 
 




1.    General Information
 
EnergyPathways plc (the "Company" or "EnergyPathways") is a company incorporated in England and Wales under the Companies Act 2006 with the registered number 13201653. The Company's registered office is Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH.
 
The principal activity of the Group is targeting lower emission energy solutions that provide affordable reliable energy to the UK market. The initial focus is to develop the 100% owned and operated MESH project.
 
The financial statements presented for Group and Company are for the year ended 31 December 2025.
 
 
2.   Summary of significant accounting policies
 
The principal accounting principles applied in the preparation of these financial statements are set out below. These principles have been consistently applied to all years presented, unless otherwise stated.
 
2.1. Basis of preparation
 
These consolidated financial statements for the year ended 31 December 2025 have been prepared in accordance with the UK adopted International Accounting Standards and those parts of the Companies Act 2006 that are relevant to companies which report in accordance with UK adopted IFRS. The Company financial statements for the year ended 31 December 2025 have been prepared on a going concern basis and in accordance with UK Adopted International Accounting Standards and the Companies Act 2006 in so far as it is applicable when reporting under UK adopted IFRS.  The consolidated financial statements provide comparative information in respect of the previous period. The Group presents a restated financial position at the end of the prior period for a reclassification of items in financial statements following the reclassification of an intangible asset to property, plant and equipment as set out in notes 10 and 11.  The reclassification did not give rise to any adjustments to the opening balances of the prior period and accordingly balance sheet as at 1 January 2024 has not been presented in the Statement of Financial Position for the Group
 
2.2. Basis of Consolidation
 
The financial statements consolidate the financial information of the Company and its subsidiaries EnergyPathways UK Holdings Ltd and EnergyPathways Irish Sea Limited (together "the Subsidiaries") at the reporting date. Subsidiaries are consolidated into the Group when control is achieved, defined as where the Company has the power to govern the financial and operating policies of an investee entity, has the rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of the Subsidiaries included in the financial information are from the effective date of acquisition. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.
 
 
 
 
 
 
The Company has two subsidiaries as follows:




Company


Country of Incorporation


Incorporated


Interest




EnergyPathways UK Holdings Ltd


United Kingdom


16 July 2021


100%




EnergyPathways Irish Sea Limited


United Kingdom


11 August 2021


100%




 
EnergyPathways plc has used the exemption granted under s408 of the Companies Act 2006 that allows for the non-disclosure of the Income Statement of the parent company. The after-tax loss attributable to EnergyPathways plc for the year ended 31 December 2025 was £1,370,853 (year ended 31 December 2024: £1,053,822).
 
2.3. Going concern
 
In order to assess the appropriateness of the going concern basis in preparing the financial statements for the year ended 31 December 2025, the Directors have considered a time period of at least twelve months from the date of approval of these financial statements. 
 
The Group and Company are currently not revenue-generating and incurred an operating loss during the year ended 31 December 2025.  At the balance sheet date, the Group had cash and cash equivalents amounting to £1.10 million.  The Company entered into a Financing Agreement for up to £15 million in March 2026, comprising a Loan Facility of £5 million and an "At The Market" Equity Facility of £10 million.  The future of the Group and Company is dependent on the development of the MESH project to deliver Energy Security and Net Zero in line with the UK Government's energy policy, and the Group has been successful in applying for a gas storage licence, signing Gas Storage Licence GS009 in May 2026.  The Directors believe that the Group's and the Company's cash flow can be assisted by raising additional capital, the deferral of planned expenditure and other cost saving actions, loan facilities for revenue-generating operations or from future revenues. The Loan Facility may also be converted into equity at the lender's option, and the lender has already converted an amount of £500,000 of the debt into equity. The Directors have also taken into consideration the successful completion of fundraises since IPO to provide additional cash resources. 
 
The Directors concluded that the Group and the Company will have sufficient resources to continue as a going concern for the future, that is for a period of not less than 12 months from the date of approval of the consolidated financial statements.
 
However, there exists a material uncertainty that may cast significant doubt over the ability of the Group and the Company to continue as a going concern.  The Group and the Company may be unable to realise its assets and discharge its liabilities in the normal course of business if it is unable to raise funds for further development of the MESH project. The condensed consolidated statements have been prepared on a going concern basis and do not include any adjustments that would be necessary if this basis were inappropriate.
 
 
 
 
2.4. Changes in accounting policies
 
2.4.1.   New standards, amendments to standards and interpretations
 
i)          New and amended standards adopted by the Group
 
The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. A number of amendments and revisions were applicable for the year ended 31 December 2025 but did not result in any material changes to the financial statements of the Group.
 
Of the other IFRS and IFRIC amendments, none are expected to have a material effect on the future Group Financial Statements.
 
ii)         New and amended standards not yet adopted by the Group
 
The Directors do not believe that the implementation of new standards, amended standards and interpretations issued but not yet effective and have not been early adopted early will have a material impact once implemented in future periods.
 
2.5. Foreign currency
 
2.5.1.   Functional and presentation currency
 
Items in the Company's financial statements are measured in the currency of the primary economic environment in which the entity operates (functional currency). The functional currency of the Company is Pounds sterling (£), which is also the presentation currency for these financial statements.
 
Monetary amounts in these financial statements are rounded to the nearest £.
 
2.5.2.               Transactions and balances
 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs.' All other foreign exchange gains and losses are presented in the income statement within 'Other (losses)/gains.'
 
2.6. Taxation
 
Tax is recognised in the Consolidated Statement of Comprehensive Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively. Deferred tax assets are not brought to account in the Consolidated Statement of Financial Position until there is a reasonable expectation that these assets will be realised.
 
2.7. Intangible assets
 
Exploration and evaluation expenditures (E&E)
 
The Group applies the successful efforts method of accounting for oil and gas assets, having regard to the requirements of IFRS 6 'Exploration for and Evaluation of Mineral Resources'. Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the Statement of Comprehensive Income.
 
All licence acquisitions, exploration and evaluation costs are capitalised, a share of administration costs is capitalised insofar as they relate to exploration, evaluation and development activities. These costs are written off unless commercial reserves have been established or the determination process has not been completed and there are no indications of impairment. If a project is deemed commercial, all of the attributable costs are transferred into Property, Plant and Equipment. These costs are then depreciated from the commencement of production on a unit of production basis.
 
2.8. Impairment of non-financial assets
 
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount.
 
An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use.
 
In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
 
2.9. Financial Instruments
 
2.9.1.   Initial recognition
A financial asset or financial liability is recognised in the statement of financial position of the Group when it arises or when the Group becomes a party to the contractual terms of the financial instrument.
 
2.9.2.   Classification
Financial assets at amortised cost
 
The Group measures financial assets at amortised cost if both of the following conditions are met:
 
(1)  the asset is held within a business model whose objective is to collect contractual cash flows; and
 
(2)  the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.
 
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
 
 
Financial liabilities at amortised cost
 
Financial liabilities measured at amortised cost using the effective interest rate method include current trade and other payables that are short term in nature. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.
 
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.
 
2.9.3.   Derecognition
 
A financial asset is derecognised when:
 
(1)  the rights to receive cash flows from the asset have expired, or
 
(2)  the Group has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.
 
2.9.4.   Impairment
 
The Group recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Group expects to receive. Regarding trade receivables, the Group applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.
 
2.10.  Property, plant and equipment - tangible asset under development
 
The Company is developing the MESH storage asset and classifies the asset a tangible asset under development.  The carrying value of the asset includes the cost of materials, direct labour and other directly attributable costs. As the asset is under development, it is not depreciated and depreciation will only be charged when MESH is available for use.  Once available for use, the tangible asset under development will be transferred to a cash generating unit under Property, Plant and Equipment and an appropriate useful economic life will be determined and used to calculate depreciation of the asset.  An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise from the continued use of the asset.
 
2.11.  Property, plant and equipment - other
 
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.  An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise from the continued use of the asset.
 
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, on the following bases:
 




Computer equipment


- 33% on cost




Motor vehicles


- 33% on cost




 
2.12.  Impairment of property, plant and equipment
 
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount.
 
An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use.
 
In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Assets under development are only tested for impairment when any external or internal indicators of impairment have been identified.  Once the asset under development is available for use, the estimated future cash flows method will be applied in order to determine any impairment.
 
2.13.  Trade and other receivables
 
Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.
 
2.14.  Cash and cash equivalents
 
Cash and cash equivalents refer to deposits with a maturity of less than 90 days at inception and include cash in hand, current accounts with banks and are subject to an insignificant risk of changes in value.
 
2.15.  Share capital
 
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
 
2.16.  Share premium
 
Share premium account represents the excess of the issue price over the par value on shares issued. Incremental costs incurred directly, or warrants issued in connection with the issue of new ordinary shares or are shown in equity as a deduction, net of tax, from the proceeds.
 
2.17.  Share-based payments reserve
 
The share-based payments reserve represents the fair value of outstanding warrants and options as at the date of issue by the Company.  On exercise of the warrants or options, the fair value relating to the warrants and options exercised is released from the reserve and credited to retained earnings.  If warrants or options lapse or are terminated without being exercised, fair value is released from the reserve and credited to retained earnings. 
2.18.  Trade payables
 
These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.
 
2.19.  Finance income and finance costs
 
Finance income comprises interest income on bank funds.  Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance costs comprise interest expense on borrowings. Borrowing costs are recognised in profit or loss in the period in which they are incurred.
 
2.20.  Earnings per share
 
Basic Earnings per share is calculated as profit attributable to equity holders of the parent for the period divided by the weighted average number of ordinary shares, adjusted for any bonus element.
 
2.21.  Operating segments
 
The Chief Operating Decision Maker (CO DM) is considered to be the Board of Directors. They consider that the Group operates in a single segment, that of energy infrastructure and energy production, in a single geographical location, the East Irish Sea of the United Kingdom. As a result, the financial information of the single segment is the same as set out in the Consolidated Statement of Comprehensive Loss, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cashflows.
 
2.22.  Share Based Payments
 
Where options or warrants are awarded for services, the fair value, at the grant date, of equity-settled share awards is charged to income or loss over the period for which the benefits of employees and others providing similar services are expected to be received.  The corresponding accrued entitlement is recorded in the share based payments reserve.  The amount recognised as an expense is adjusted to reflect the number of share options or warrants expected to vest. The fair value of options and warrants awards is calculated using the Black-Scholes option pricing model which considers the following factors:
 




·    Exercise price


·    Current market price of the underlying shares




·    Expected life of the award


·    Risk-free interest rate




·    Expected volatility








 
When equity instruments are modified, if the modification increases the fair value of the award, the additional cost must be recognised over the period from the modification date until the vesting date of the modified award.
 
3.   Significant accounting estimates and judgements, estimates and assumptions
 
The preparation of financial statements using accounting policies consistent with IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of income and expenses. The preparation of financial statements also requires the Directors to exercise judgement in the process of applying the accounting policies. Changes in estimates, assumptions and judgements can have a significant impact on the financial statements.
 
Judgements
Reclassification of intangible asset to property plant and equipment - asset under development
 
On Admission in December 2023, the Company held Licence P2490 in the East Irish Sea which included the Marram gas field and the Company disclosed an interest in an intangible exploration and evaluation asset.  In August 2024, the Directors announced that the Company would develop the Marram gas field as part of the Marram Energy Storage Hub (MESH), which would further incorporate gas, compressed air and hydrogen storage.  However, the Company continued to disclose the MESH asset as an intangible asset.  Following the development of Government policy during 2024 and 2025, the Directors judged that the MESH asset was no longer an intangible asset and should be reclassified as an asset under development under Property, Plant and Equipment.  The judgments used related to the decision to reclassify the asset and an appropriate date to reclassify, deemed by the Directors to be August 2024. 
 
Recoverable value of property, plant and equipment - asset under development (see note 11)
 
As at 31 December 2025, the carrying value for the Group's investment in an asset under development, the MESH project, of £3,079,697 (2024: £1,397,020). An asset under development must be tested for impairment if there is any indication that the carrying value of the asset is not recoverable.  Accordingly, the Directors have considered indicators of impairment as follows:
 
External indicators
·    Market value decline
·    Adverse changes in technology, market, economic or legal/regulatory environments
·    Increases in interest rates
·    Carrying value exceeds the market capitalisation of the company
 
Internal indicators
·    Evidence of physical damage and obsolescence
·    Significant changes with an adverse effect which may impact the company
·    Declining economic performance of the asset
 
The Directors concluded that there were no indicators of impairment at 31 December 2025.
 
These estimates and assumptions are subject to risk and uncertainty and therefore a possibility that changes in circumstances will impact the assessment of impairment indicators.
 
The critical judgement related to the determination on impairment of the asset held under property, plant and equipment - asset under development, apart from those involving estimations (which are dealt with separately above) that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
 
 
 
 
 
Assumptions and estimation uncertainties
Fair value of share-based-payments
 
The Company has made awards of Director and Management options and warrants over its unissued share capital.
 
The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates.  The estimate also requires determination of the most appropriate inputs to the valuation model including volatility. The Company uses the Black-Scholes valuation model. Further detail on the assumptions has been described in more detail in note 18 to these Group Financial Statements.
 
4.   Administrative expenses
 








 
Note


Group
2025






Group
2024












£






£




Audit fees


6


36,500






30,000




Consultants and advisors






561,980






230,640




Corporate & regulatory costs






141,732






139,007




Advertising and marketing






8,534






-




Insurance






20,262






21,043




Other






39,414






16,527




Professional fees






167,374






10,626




Share based payments


18


9,000






178,000




Travel






50,411






6,780




Wages & salaries






374,685






437,654




Depreciation


11


3,413






2,062




Foreign Exchange






1,867






(50)












1,415,172






1,072,289




 
 
5.   Finance income & finance costs
 








Group
2025






Group
2024








£






£




Finance income
















Interest received


125






365






















Finance costs
















Interest expense


(5,514)






(1,225)




Net finance costs


(5,389)






(860)




 
 
 
6.   Auditor's Remuneration
 








Group






Group








2025






2024








£






£




Audit of the financial statements


36,500






30,000








36,500






30,000




 
7.   Staff numbers and costs
 








Group






Group








2025






2024




Staff costs (including directors)


£






£




Consultancy fees


352,651






154,694




Wages and salaries


344,438






437,564




Pensions & Social security


36,858






7,966




Share based payments


-






163,000








733,947






763,224




 
 
The average number of persons (including directors) employed by the Company during the year to 31 December 2025 was:
 




Group and Company


Year to
31 December
2025





Year to
31 December
2024





















Directors


5





6








5





6




 












Group






 
Group












2025






2024




Director emoluments


Note


£






£




Consultancy fees






352,651






154,694




Wages and salaries






344,438






437,564




Pensions & Social security






36,858






7,966




Share based payments


18


-






109,000












733,947






709,224




 
 
The number of Directors that are members of a pension scheme is 1 (2024: 2). Pension contributions paid to a pension scheme in respect of the highest paid Director amounted to £nil (2024: £nil).
 




 
8.   Taxation
 
Analysis of charge for the period:








Group
2025
£





Group
2024
£




Current income tax charge


-






-




Deferred tax charge


-






-




Total taxation credit/(charge)


-






-




 
 
8.1       Taxation reconciliation
 
The below table reconciles the tax charge for the period to the theoretical charge based on the result for the year and the corporation tax rate.
 








2025

£






2024

£




Loss before income tax


(1,659,51)






(1,203,671)




Tax at the applicable rate of 19% (2024: 19%)


(315,305)






(228,697)




Effects of:















Expenses not deducted for tax purposes


34,547






35,142




Tax losses not recognised


280,758






193,555




Total income tax credit / (expense)


-






-




 
 
As at 31 December 2025, the Group had unused tax losses of £4,116,860 (2024: £2,342,127) for which no deferred tax asset has been recognised. This is due to uncertainty over the availability of future taxable profits to offset these losses against.
 




 
9.   Earnings per share
 
The calculation of the Basic and fully diluted earnings per share is calculated by dividing the loss for the year from continuing operations of £1,659,501 (2024: £1,203,671) for the Group by the weighted average number of ordinary shares in issue during the year of 190,278,318 (2024: 160,198,727).
 
There is no difference between the basic and diluted earnings per share as there were no securities in issue as at 31 December 2025 that would have a dilutive effect on earnings per share. Refer to note 18 for details on details of warrants and options in issue as at 31 December 2025, that can be converted into ordinary shares and thus would have a dilutive effect on earnings per share.
 








2025

£






2024

£





















Loss for the purposes of basic earnings per share being net loss attributable to the owners


(1,659,501)






(1,203,671)




Weighted average number of Ordinary Shares


190,278,318






160,198,727





















Loss per share - pence


(0.87)






(0.75)




 
 
10.  Intangible assets








2025






2024




 


£






£




As at 1 January


-






729,931




Additions


-






371,539




Reclassification to Property, Plant and Equipment


-






(1,101,470)




As at 31 December


-






-




 
 
In August 2024, the Directors announced that the Company would develop the Marram gas field as part of the Marram Energy Storage Hub (MESH), which would further incorporate gas, compressed air and hydrogen storage.  Following the development of Government policy during 2024 and 2025, the Directors consider that the MESH asset should have been reclassified as an asset under development under Property, Plant and Equipment and has accordingly reclassified the asset with effect from August 2024 and restated the prior year accounts (see Note 26).  
 
 
 
 
 
 
 
 
 
11.  Property, plant & equipment
 




 


 


 


Group


 


 












Computer equipment






Motor vehicles






 


Asset under development


 


Total


 












£






£










£






£






















































Cost


























































































At 1 January 2024






-






-










-






-








Additions






1,498






8,815










295,550






305,863








Reclassification from Intangible Asset






-






-










 
1,101,470






1,101,470








At 31 December 2024 (restated)






1,498






8,815










1,397,020






1,407,333








Additions






-






-










1,845,430






1,845,430








Impairment






-






-










(167,591)






(167,591)








At 31 December 2025






1,498






8,815










3,074,859






3,085,172








 












































Depreciation


























































































At 1 January 2024






-






-










-






-








Charge for the year






389






1,673










-






2,062








At 31 December 2024 (restated)






389






1,673










-






2,062








Charge for the year






496






2,917










-






3,413








At 31 December 2025






885






4,590










-






5,475








 
Net book amount at
31 December 2025






613






4,225










 
 
3,074,859






3,079,697








 
Net book amount at
31 December 2024 (restated)






1,109






7,142










 
 
1,397,020






1,405,271

























 
 
In August 2024, the Directors announced that the Company would develop the Marram gas field as part of the Marram Energy Storage Hub (MESH), which would further incorporate gas, compressed air and hydrogen storage.  Following the development of Government policy during 2024 and 2025, the Directors consider that the MESH asset should have been reclassified as an asset under development under Property, Plant and Equipment and has accordingly reclassified the asset with effect from August 2024 and restated the prior year accounts.  
 
The P2490 exploration licence lapsed in early 2025.  The Company has therefore expensed costs relating to this licence amounting to £167,591 for the year ended 31 December 2025 (2024: £nil).  At the year-end, the Directors considered whether there were any external or internal indicators of impairment which would require an impairment test on the carrying cost of the MESH project disclosed under asset for development.  The Directors concluded that there was no indicator of impairment and accordingly no impairment provision has been made.
 
 
 
 
11.  Property, plant & equipment (continued)
 
 




 


 


 


 


Company


 












 


Computer equipment


 


Total
















£






£






























Cost


















































At 1 January 2024










-






-




Additions










1,498






1,498




Reclassification from Intangible Asset










-






-




At 31 December 2024










1,498






1,498




Additions










-






-




At 31 December 2025










1,498






1,498




 
























Depreciation


















































At 1 January 2024










-






-




Charge for the year










389






389




At 31 December 2024










389






389




Charge for the year










496






496




At 31 December 2025










885






885




 
Net book amount at 31 December 2025










613






 
 
613




 
Net book amount at 31 December 2024










1,109






 
 
1,109

















 
 
12.  Trade and other receivables
 











Group
As at 31 December
2025






Group
As at 31 December
2024






Company
As at 31 December
2025






Company
As at 31 December
2024











£






£






£






£




Other receivables





4,250






-






4,250






-




Prepayments





36,915






33,317






32,799






27,815




VAT receivable





252,393






73,592






35,565






12,772











293,558






106,909






72,614






40,587




 
The fair value of other receivables is the same as their carrying values as stated above.
 
 
 
13.  Cash and cash equivalents
 











Group
As at 31 December
2025






Group
As at 31 December
2024






Company
As at 31 December
2025






Company
As at 31 December
2024











£






£






£






£




Cash at bank and in hand





1,092,759






857,650






835,621






461,836











1,092,759






857,650






835,621






461,836




 
There is no material difference between the fair value of cash and cash equivalents and their book value.
 
14.  Loan to subsidiaries
 




Company:


 


 


 


 


 




 


EPL
£






EPISL
£






Total
£




As at 1 January 2024


200,000






355,801






555,801




Loan drawdowns
 


331






1,561,845






1,562,176




Repayments


-






(209,776)






(209,776)




As at 31 December 2024


200,331






1,707,870






1,908,201




Loan drawdowns


35,250






1,496,136






1,531,386




Repayments


-






-






-




As at 31 December 2025


235,581






3,204,006






3,439,587




 
EnergyPathways plc has made net cumulative loans to EnergyPathways UK Holdings Limited ("EPL") of £235,581 as at 31 December 2025. The loan is interest free and will be repaid when EPL's operational cash flow allows. Management has undertaken an impairment assessment of the loan as at 31 December 2025, and has determined that there was no impairment required. The interest rate and impairment assessment are reviewed on an annual basis.
 
EnergyPathways plc has made net cumulative loans to EnergyPathways Irish Sea Limited ("EPISL") of £3,204,006 as at 31 December 2025. The loan is interest free and will be repaid when EPISL's operational cash flow allows. Management has undertaken an impairment assessment of the loan as at 31 December 2025, and has determined that there was no impairment required. The interest rate and impairment assessment are reviewed on an annual basis.
 
 
 
 
 
 
 
 
 
 
 
 
15.  Investment in subsidiaries
 




Company


Country of Incorporation


Incorporated


Interest




EnergyPathways UK Holdings Ltd


UK


16 July 2021


100%




EnergyPathways Irish Sea Limited


UK


11 August 2021


100%




 
The subsidiary companies have a registered address at Highdown House, Yeoman House, Worthing, West Sussex, BN99 3HH.
 
The balance of the investment in EnergyPathways Holdings UK Limited was:
 








Company






Company








2025






2024




 


£






£




As at 1 January


2,734,205






2,734,160




Additions


-






45








2,734,205






2,734,205




 
The additions during the year ended 31 December 2024 was an adjustment to stamp duty paid on acquisition upon assessment by HMRC.
 
 
16.  Trade and other payables - due within one year
 











Group
As at 31 December
2025






Group
As at 31 December
2024






Company
As at 31 December
2025






Company
As at 31 December
2024











£






£






£






£




Trade payables





527,221






188,102






64,532






50,357




Accruals





1,452,162






915,219






879,167






465,410











1,979,383






1,103,321






943,699






515,767




 
 
The carrying values of trade and other payables are considered to be a reasonable approximation of the fair value and are considered by the Directors as payable within one year.
 
 
 




 
17.  Ordinary share capital and share premium
 




Group and Company


















 




Issued


Number of shares






Ordinary share capital
£






Share
premium
£




As at 1 January 2024


  157,916,559






    1,579,166






  4,451,952




Issue of shares for services


2,838,786






28,388






46,112




Issue of shares - share subscription


7,740,000






77,400






274,200




As at 31 December 2024


168,495,345






1,684,954






4,772,264




Issue of shares for third-party services


3,150,691






31,507






152,332




Issue of shares for services


3,076,962






30,769






73,017




Issue of shares - share subscription


13,424,040






134,240






609,451




Issue of shares - share placing


9,411,762






94,118






226,882




Issue of shares - share subscription


22,716,661






227,167






937,833




Issue of shares for commission


719,332






7,193






35,967




Issue of shares - warrants


2,250,000






22,500






72,500




Issue of shares - options


947,500






9,475






28,425




Share issue costs


-






-






(99,753)




As at 31 December 2025


224,192,293






2,241,923






6,808,918




 
The ordinary shares have a nominal value of 0.01 pence per share and confer the right to vote at general meetings of the Company, to a repayment of capital in the event of liquidation or winding up and certain other rights as set out in the Company's articles of association.
 
During the year to 31 December 2025, the Company issued 3,150,691 new ordinary shares to consultants and advisors in lieu of cash for remunerations and services. The fair value of the share issues were the values of the third-party invoices for services received. The average exercise price was approximately 5.8 pence per ordinary share, raising gross proceeds of £183,839 and increasing share capital by £31,507. The premium arising on the issue amounted to €152,332.
 
During the year to 31 December 2025, the Company issued 3,076,962 new ordinary shares to former directors in lieu of cash for remunerations. The fair value of the share-based payments related to the remuneration agreed to be settled in equity in accordance with each Director's contract. The average exercise price was approximately 3.4 pence per ordinary share, raising gross proceeds of £103,786 and increasing share capital by £30,769. The premium arising on the issue amounted to €73,017.
 
During the year to 31 December 2025, the Company issued 2,250,000 new ordinary shares following the exercise of warrants. The exercise prices were 4 and 5 pence each per ordinary share, raising gross proceeds of £95,000 and increasing share capital by £22,500. The premium arising on the issue amounted to €72,500.
 
During the year to 31 December 2025, the Company issued 947,500 new ordinary shares following the exercise of options. The exercise price was 4 pence per ordinary share, raising gross proceeds of £37,900 and increasing share capital by £9,475. The premium arising on the issue amounted to €28,425.
 
 
 
 
17. Ordinary share capital and share premium (continued)
 
On 24 April 2025, the Company completed a subscription for 13,424,040 new ordinary shares of £0.01 ("the Subscription Share").  Each Subscription Share was issued at a price of 5.54 pence raising gross proceeds of £743,692 and increasing share capital by £134,240. The premium arising on the issue amounted to £609,451.
 
On 29 July 2025, the Company completed a placing and subscription for 9,411,762 new ordinary shares of £0.01 with 9,411,762 warrants, whereby the subscriber received one new ordinary share and, for every new ordinary share received, a warrant giving the right to one additional new ordinary share of £0.01 ("the Placing Share").  Each Placing Share was issued at a price of 4.25 pence raising gross proceeds of £400,000 and increasing share capital by £94,118. The premium arising on the issue amounted to £226,882. The warrants were granted with an exercise price of 7 pence and a fair value of £79,000.  The warrants remain unexercised at 31 December 2025. 
 
On 13 and 14 October 2025, the Company announced that it had completed a subscription for 22,716,661 new ordinary shares of £0.01 ("Subscription Shares") with 22,716,661 warrants, whereby the subscriber received one new ordinary share and, for every Subscription Share, a warrant was issued giving the right to one additional new ordinary share of £0.01.  Each Subscription Share was issued at a price of 6.0 pence raising gross proceeds of £1,363,000 and increasing share capital by £227,167. The premium arising on the issue amounted to £937,833. The warrants were granted with an exercise price of 9 pence and a fair value of £198,000.  The warrants remain unexercised at 31 December 2025. 
 
The following describes the nature and purpose of each reserve within equity:
 




Equity and Reserve


Description and purpose




Ordinary share capital


Represents the nominal value of shares issued




Share premium account


Amount subscribed for share capital in excess of nominal value




Share based payments reserve


Represents the value of warrants issued




Retained earnings


Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income




 




18.  Warrants & Options
 




Share based payments reserve




 




Group and Company






 




Issued


 
 
Share warrants reserve
£


Share options reserve
£


 Share based payments reserve
Total
£




As at 1 January 2024


176,000


-


176,000




Share warrants expense through the consolidated statement of consolidated loss


14,000


164,000


178,000




Transfer between reserves - warrants exercised


(66,000)


-


(66,000)




As at 31 December 2024


124,000


164,000


288,000




Broker warrants through the consolidated statement of consolidated loss


9,000


-


9,000




Share warrants on issue of shares


277,000


-


277,000




Transfer between reserves - warrants exercised


(39,000)


(18,000)


(57,000)




As at 31 December 2025


371,000


146,000


517,000




 




 
18. Warrants & Options (continued)
 
18.1 Warrants
 




EnergyPathways Plc


 
As at 31 December 2024


 
 
 
Granted


 
 
 
Exercised


 
 
 
Lapsed


 
As at 31 December 2025


 
 
Exercise price - pence


 
 
 
Expiry date




Founder


3,300,000


-


(500,000)


-


2,800,000


5.0


30 November 2027




Broker


437,500


-


-


(437,500)


-


4.0


30 November 2025




Broker


75,000


-


-


(75,000)


-


5.0


30 November 2025




Broker


-


-


-


-


-


4.0


20 December 2026




Broker performance


500,000


-


-


(500,000)


-


5.0


3 years after vesting




Broker performance


625,000


-


-


-


625,000


4.0


3 years after vesting




Advisor


829,165


-


-


-


829,165


4.0


20 December 2028




Management


4,750,000


-


(1,750,000)


-


3,000,000


4.0


20 December 2030




Equity-based warrants


-


9,411,762


-


-


9,411,762


7.0


4 August 2028




Broker


-


364,705


-


-


364,705


4.25


4 August 2027




Equity-based warrants


-


22,716,661


-


-


22,716,661


9.0


28 October 2027




Broker


-


206,333


-


-


206,333


9.0


28 October 2027




Warrants total 


10,516,665


32,699,461


(2,250,000)


(1,012,500)


39,953,626














































Weighted average exercise price - pence


4.0


8.4


4.2


4.6
 


4.0


7.6








 
 
The number of warrants exercisable at 31 December 2025 was 39,328,626 (2024: 9,391,665), these had a weighted average exercise price of 7.7 pence (2024: 4.0 pence).
 
The weighted average remaining contractual life of share warrants outstanding at 31 December 2025 was 2.03 years (2024: 4.41 years).
 
 
18. Warrants & Options (continued)
 
18.1 Warrants (continued)
 
The inputs into the Black-Scholes pricing model are as follows:
 




Grant date










4 Aug 2025


4 Aug 2025


28 Oct 2025


28 Oct 2025




Type










Equity


Broker


Equity


Broker




Number










9,411,762


364,705


22,716,661


206,332




Exercise price










7.0 pence


4.25 pence


9.0 pence


9.0 pence




Expected life










3 years


3 years


2 years


2 years




Expected volatility










50%


50%


50%


50%




Risk free rate of interest










3.59%


3.59%


3.61%


3.61%




Dividend yield










Nil


Nil


Nil


Nil




Fair value of option










0.8 pence


2.00 pence


0.90 pence


0.90 pence




 
For a newly quoted company with a limited or no trading history it is common for management to make an estimate of expected volatility. The Directors consider a volatility of 50% to be a reasonable estimate given the stage of development of the Company and the lack of trading history as at the date of issue.
 
The total fair value of the warrants issued during the year was calculated as £286,000, with £9,000 being recognised as an expense in the Consolidated Statement of Comprehensive Loss, and £277,000 for the fair value of warrants granted in relation to new shares issued under the terms of subscriptions and placings issued in the year (refer to note 17).
 
 




Fair value of equity settled transactions:


2025

£






2024

£




Director fees and salaries settled in shares recognised in profit and loss


-






-




Consultancy and advisor services settled in shares recognised in profit and loss


81,037






25,000




Share based payments expense recognised in profit and loss


9,000






178,000




Share based payment expense recognised against share premium


-






-




Consultancy and advisor services settled in shares recognised capitalised to intangible assets


171,339






49,500




 




 
 
18. Warrants & Options (continued)
 
18.2 Options
 




EnergyPathways Plc


 
As at 31 December 2024


 
 
 
Granted


 
 
 
Exercised


 
 
 
Lapsed


 
As at 31 December 2025


 
 
Exercise price - pence


 
 
 
Expiry date




Director1


10,422,497


-


(947,500)


(1,894,999)


7,579,998


4.0


20 December 2028




Management


7,579,997


-


-


-


7,579,997


4.0


20 December 2028




Options total 


18,002,494


-


(947,500)


(1,894,999)


15,159,995














































Weighted average exercise price - pence


4.0


-


4.0


4.0


4.0


4.0








1Refer to the Directors Report for details of shares, options and warrants held by each director as at reporting date.
 
The number of options exercisable at 31 December 2025 was 1,895,000 (2024: 2,842,500), these had a weighted average exercise price of 4.0 pence (2024: 4.0 pence).
 
The weighted average remaining contractual life of share options outstanding at 31 December 2025 was 2.97 years (2024: 3.97 years).




19.  Related Party Transactions
 
19.1 Group
 
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are disclosed in this part of the note.
 
19.2. Key management personnel
 
Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Group. In the opinion of the Board, the Group's key management are the Directors of EnergyPathways plc. Information regarding their compensation is given in note 7 for each of the categories specified in IAS 24 Related Party Disclosures. Other than employer pension contributions amounting to £1,949 in 2024 (2024: £602) and share options granted under the Group's share option scheme, all emoluments given in note 7 relate to short-term employee benefits and there are no post-employment or other long-term benefits.
 
Refer to the Remuneration Repor for details of remuneration paid, or owing to each Director. As at 31 December 2025, the remuneration payable to the Direct amounted to £697,089 (2024: £636,625).
 
The Group has also entered into a related-party transaction with Terra South Energy Pty Ltd., a company controlled by Ben Clube, for the provision of services by Ben Clube. Share options are held on behalf of Ben Clube by Painkalac Holdings Pty Ltd ATF Lighthouse Trust. Shares in which Mark Steeves has a beneficial interest include shares held in his wife's name.
 
Certain Directors participates in Subscriptions for new shares in the Company on 16 April 2025 and 29 July 2025.  On 16 April 2025, the Directors subscribed for share at 5.54 pence per share On 29 July 2025, the Directors subscribed for shares at 4.25 pence per share and received one warrant per new ordinary shares with an exercise price of 7 pence and an expiry period of two years.  The details are as follows:
 











16 April 2025
Number of Shares










29 July 2025
Number of Shares






29 July 2025
Number of Warrants




Ben Clube





794,223










729,411






729,411




Mark Steeves





180,505










-






-




Graeme Marks





54,151










117,647






117,647




Horacio Carvalho





180,505










588,235






588,235




Max Williams





-










417,647






417,647




 
Ben Clube's interests were issued to Flax Lily Super Superannuation Fund Quest.  Horacio Carvahlo's interests were issued to Quest JFM Investments Ltd.  These related to the settlement of loans amounting to £75,000 and £25,000 respectively provided through the Loan Agreement with Global Green Asset Finance Ltd.
 
Quest JFM Investments Ltd, a company connect to Horacio Carvalho, and Samphire & Associates Ltd, a company connected with Mark Steeves, received £34,943 and £4,350 respectively as commission for the introduction of certain subscribers to shares during the year.
 
19.3. Company
 
Transactions between the Parent Company and its subsidiaries during the year were as follows:
 
The amounts due from subsidiaries at the balance sheet date were as follows:
 








 


 


 


 




 






As at 31 December 2025
£






As at 31 December 2024
£




EnergyPathways UK Holdings Ltd






235,581






200,331




EnergyPathways Irish Sea Limited






3,204,005






1,707,870




Amount due from subsidiaries






3,439,586






1,908,201




 
 
20. Financial instruments
 
The Company holds the following financial instruments:
Financial assets
 




Financial assets at amortised cost:
 





Group
As at 31 December
2025






Group
As at 31 December
2024






Company
As at 31 December
2025






Company
As at 31 December
2024











£






£






£






£




Cash at bank and in hand





1,092,759






857,650






835,621






461,836




Other receivables





-






-






-






-











1,092,759






857,650






835,621






461,836




 
 
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.
 
Financial liabilities
 




Financial liabilities at amortised cost:
 





Group
As at 31 December
2025






Group
As at 31 December
2024






Company
As at 31 December
2025






Company
As at 31 December
2024











£






£






£






£




Trade payables





527,221






188,102






64,532






50,357











527,221






188,102






64,532






50,357




 
 
 
 
 
 
21.  Financial risk management
 
21.1.          Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
 
Risk management is carried out by the executive management team.
 
a)   Market risk
The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group does not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.
 
b)   Credit risk
The Group has a credit policy that governs the management of credit risk, including the establishment of counterparty credit limits and specific transaction approvals. The Group limits its counterparty credit risk on cash and cash equivalent balances by dealing only with financial institutions with credit ratings of at least A or equivalent.
 
The Group's credit risk arises from cash and cash equivalents as well as outstanding receivables, primarily repayments due from the tax authorities. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties.  There has been no material change since the prior year, including changes in estimation technique or any significant assumptions made.  The Company is not revenue-generating and therefore has minimal financial assets which may be at credit risk
 
The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the Board.
 
The carrying value of the Group's various financial assets represents the Group's maximum credit exposure.
 
c)   Liquidity risk
The Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
 
The following table summarises the Group's significant remaining contractual maturities for financial liabilities at 31 December 2025 and 31 December 2024.
 
 
 
 
 
 
21. Financial risk management (continued)
 




 


 


Contractual maturity analysis as at 31 December 2025
















Less than 12
Months
£






 
1 - 5
Year
£






 
Total
£


 




Accounts payable










527,221






-






527,221


 




Accrued liabilities










1,452,162






-






1,452,162


 




 


 


 


1,979,383


 


-


 


1,979,383


 




 




 


 


Contractual maturity analysis as at 31 December 2024
















Less than 12
Months
£






 
1 - 5
Year
£






 
Total
£


 




Accounts payable










188,102






-






188,102


 




Accrued liabilities










915,219






-






915,219


 




 


 


 


1,103,321


 


-


 


1,103,321


 




 
21.2.          Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its exploration and development of oil and gas resources. In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.
 
The Group defines capital based on the total equity and reserves of the Group. The Group monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time.
 
 
22. Capital Commitments and Contingent Liabilities
 
The Group has no other capital commitments or contingent liabilities as at 31 December 2025.
 
 
23. Ultimate controlling party
 
The Directors have determined that there is no controlling party as no individual shareholder holds a controlling interest in the Company.
 
 
24. Events after the reporting period
 
On 5 February 2026, the Company announced the issue of 965,883 ordinary shares in settlement of consultancy fees at 4.85 pence each in lieu of cash to members of the MESH project management team.
 
 
 
 
24. Events after the reporting period (continued)
 
On 28 April 2026, the Company announced that it had entered into a financing agreement (Financing Agreement) with a global institutional investor (Investor) to fund developments activities in relation to the MESH energy project.  The Financing Agreement comprised a secured £5 million loan note (Loan Note) to be drawn down at the Company's election and a £10 million 'At The Market' equity placing facility (the 'ATM Facility") whereby the Company may, at its discretion, issue new ordinary shares to the Investor over a period of three years.
 
On 30 April 2026, the Company drew down a first tranche of £1 million (before costs and expenses) in accordance with the Financing Agreement and the Company issued 5,060,917 warrants to the Investor with a warrant exercise price of 8.3 pence per Ordinary Share.  In addition, in accordance with the ATM Facility, the Company issued 6,939,727 shares at nominal value of 1 penny per Ordinary Shares to be sold in the market.
 
On 6 May 2026, the Company announced that the North Sea Transition Authority had offered to award a Gas Storage Licence to EnergyPathways Irish Sea Limited, a wholly-owned subsidiary company of EnergyPathways PLC.  Gas Storage Licence GS009 was subsequently signed on 18 May 2026.
 
On 7 May 2026 the Company announced the issue of 1,372,024 ordinary shares in settlement of consultancy and advisory fees at 6.61 pence each in lieu of cash to members of the MESH project management team.
 
On 11 May 2026, following the receipt of a conversion notice from the Investor in the Financing Agreement, the Company issued 6,024,822 new Ordinary Shares to convert £500,000 of the first draw down.
 
On 22 May 2026 and at the Company's election, the Company announced the issue of 11,216,128 ordinary shares to Terra South Energy Pty Ltd (Terra South), a company in which Ben Clube has a beneficial interest and through which part of his remuneration is received.  The Company also granted Terra South 10 million warrants over new ordinary shares as a bonus payment to Ben Clube.  Ben Clube also subscribed for £10,000 resulting in the issue of 114,285 new ordinary shares
 
On 26 May 2026 the Company announced the appointment of Martyn Millward Hargraves as Chief Scientific Adviser to the CEO and Board. 
 
On 28 May 2026 announced that it has appointed Alison Flower as an Independent Non-Executive Director.
 
On 2 June 2026, the Company announced the drawdown of a second tranche of £1 million (before costs and expenses) in accordance with the Financing Agreement and the Company issued 3,431,073 warrants to the Investor with a warrant exercise price of 12.24 pence per Ordinary Share. 
 
25. Retained losses
 
In accordance with Section 408 of the Companies Act 2006 that allows for the non-disclosure of the Income Statement of the parent company, the Company has not presented a separate income statement. The after-tax loss attributable to EnergyPathways plc for the year ended 31 December 2025 was £1,240,853 (10-month period to 31 December 2024: £1,053,822).
 
26. Correction of an error
 
On Admission in December 2023, the Company held Licence P2490 in the East Irish Sea which included the Marram gas field and the Company disclosed an interest in an intangible exploration and evaluation asset.  In August 2024, the Directors announced that the Company would develop the Marram gas field as part of the Marram Energy Storage Hub (MESH), which would further incorporate gas, compressed air and hydrogen storage.  However, the Company continued to disclose the MESH asset as an intangible asset in error while it held the Licence P2490.  Following the development of Government policy during 2024 and 2025, the Directors consider that the MESH asset should have been reclassified as an asset under development under Property, Plant and Equipment and has accordingly reclassified the asset with effect from August 2024 and restated the prior year accounts.  As the correction gives rise to a reclassification during the financial year ended 31 December 2024, there is no change to any of the financial statement line items as at 1 January 2024 and therefore no restatement is required at that date.
 
The error has been corrected by restating each of the financial statement line items for the period ending 31 December 2024 as follows:
 








 


 


 


 




 














As at 31 December 2024
£




Intangible assets














(1,101,470)




Property, Plant and Equipment - Tangible Asset under Development














1,101,470




Net impact on equity














-




 
There was no impact on the income statement in the prior year.
 
27. Copies of the Annual Report
 
Copies of the annual report will be available on the Company's website at: https://energypathways.uk/results-reports-and-circulars
 
 





[1] Stacking up the storage: where the UK battery market stands in 2025 | RenewableUK EnergyPulse





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 or visit 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.
 
  END
 
 
FR EAAKNAESKEAA