REG - Tech. New Energy - Annual Report and Financial Statements
30/04/2026 17:45
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RNS Number : 6822C Technologies New Energy PLC 30 April 2026
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30 April 2026
Technologies New Energy plc
Publication of Annual Report and Financial Statements
Technologies New Energy plc (LSE: TNE) (the "Company") announces the
publication of its annual report and financial statements for the year ended
31 December 2025 ("Annual Report and Financial Statements"), which will be
sent to the Financial Conduct Authority's National Storage Mechanism and will
also shortly be available for viewing in the "Company Documents" section of
the Company's website.
Enquiries:
For further information, please visit www.tneplc.com or contact:
Technologies New Energy plc
info@tneplc.com
Julio Perez, CEO
+351 915 126 782
Burson Buchanan
TNE@buchanancomms.co.uk
Simon Compton, Abigail
Gilchrist
+44 (0)20 7466 5000
Annual Report and Financial Statements
CHAIRMAN'S STATEMENT
Dear Shareholders,
I am pleased to present the consolidated financial statements of Technologies
New Energy plc ("TNE" or the "Company") and its subsidiaries (together, the
"Group") for the year ended 31 December 2025.
2025 has been a transformational year. On 30 April 2025, the Company completed
the reverse takeover of Technologies New Energy S.A. ("TNE S.A."), a
Portuguese renewable energy company, for consideration of £28 million
satisfied entirely by the issue of 140,000,000 new ordinary shares. In August
2025, the Group also acquired Diverfuel S.A. for nil consideration. These
transactions mark the completion of the Company's mission as an investment
vehicle and the start of its future as an operating group in the global energy
transition.
Under IFRS 3 Business Combinations, TNE S.A. is identified as the accounting
acquirer. These consolidated financial statements accordingly represent a
continuation of the financial statements of TNE S.A. The comparative
information for the year ended 31 December 2024 reflects the standalone
results and financial position of TNE S.A. The consolidated financial
statements are presented in Euros (€), being the functional and
presentational currency of TNE S.A., consistent with the Group's published
interim financial statements for the six months ended 30 June 2025.
Financial Review
Funding
As at 29 April 2026, the Group held total cash of approximately €401,000,
comprising €335,000 in its Portuguese accounts and £57,000 in its UK
account (equivalent to approximately €66,000 at the prevailing exchange
rate). Based on current forecasts, the Board believes that this funding
position is sufficient to meet the Group's working capital requirements for at
least the next 12 months from the date of approval of these financial
statements.
Revenue and Performance
The Group generated revenue of €362,141 for the year ended 31 December 2025
(2024: €178,852), reflecting strong commercial activity at TNE S.A. across
its four business units. TNE S.A. also recognised subsidies and grants of
€11,450 and other operating income of €402,495 (2024: €702). TNE S.A.
generated a standalone net profit of €359,948 for the year ended 31 December
2025, demonstrating a significant recovery from the loss of €165,950 in
2024. At the consolidated group level, after absorbing the post-RTO
administrative and listing costs of Technologies New Energy plc (€345,963),
the Group recorded a profit of €14,055.
Dividend
The Directors do not intend to declare a dividend in respect of the year under
review (2024: nil).
Outlook
TNE S.A. is forecast to generate positive cash flows and operating profits for
the period to 31 December 2026, supported by its growing revenue backlog,
proprietary biorefinery project portfolio and its strategic agreement for the
Data District project in Canada. In February 2026, the Group acquired a 90%
controlling interest in Cleversearch Lda, a project development company in the
Azores. The Board looks forward to updating shareholders on progress
throughout the year.
On behalf of the Board, I thank our staff and advisers for their hard work and
our shareholders for their continued support.
José Meneses da Silva Moura
Executive Chairman
29 April 2026
STRATEGIC REPORT
The Directors present the Strategic Report of the Group for the year ended 31
December 2025.
Review of the business
Technologies New Energy plc is incorporated in England and Wales (registered
number 13672588) with registered office at 9th Floor, 107 Cheapside, London
EC2V 6DN. The Company changed its name from Codex Acquisitions plc to
Technologies New Energy plc on 25 February 2025. The Company's shares are
admitted to trading on the Main Market of the London Stock Exchange (LSE:
TNE).
On 30 April 2025, the Company completed the reverse takeover of Technologies
New Energy S.A. ("TNE S.A."), a company incorporated in Portugal (NIPC:
PT514711159). The transaction is accounted for as a reverse acquisition under
IFRS 3, with TNE S.A. as the accounting acquirer. In August 2025, the Group
acquired Diverfuel S.A. for nil consideration; Diverfuel was substantially
dormant at the date of acquisition and remains so at 31 December 2025.
TNE S.A. operates across four complementary business units: Negative-C
(development of sustainability projects including SAF, biomethanol and
biomethane biorefineries); O&M (operations and maintenance of
turbomechanical solutions in Morocco and Portugal); Energy Transition
(industrial electrification and decarbonisation, including BESS and EMS
solutions); and Digital (digital systems and digital twins for industry).
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to: consider the likely
consequences of any decision in the long term; act fairly between the members
of the Company; maintain a reputation for high standards of business conduct;
consider the interests of the Company's employees; foster the Company's
relationships with suppliers, customers and others; and consider the impact of
the Company's operations on the community and the environment.
Consideration of Long-Term Consequences
The Directors have consistently taken into account the likely consequences of
any decision in the long term, conducting comprehensive risk assessments and
scenario analyses to evaluate the potential impacts on the Group's financial
performance, market position and sustainability. Key decisions during the year
are described below.
Fair Treatment of Members
The Directors have acted fairly between the members of the Group. They have
ensured that all shareholders are treated equitably and have made efforts to
protect the rights and interests of minority shareholders. The Directors have
facilitated transparent and inclusive decision-making processes, providing
opportunities for shareholders to express their views and concerns through
regulatory announcements and the AGM.
Maintenance of High Standards of Business Conduct
The Directors have maintained a reputation for high standards of business
conduct, actively promoting a culture of integrity, transparency and
accountability. They have established internal controls and monitoring
mechanisms to ensure adherence to legal and regulatory requirements in both
the United Kingdom and Portugal.
Fostering Relationships with Stakeholders
The Directors have actively fostered the Group's relationships with suppliers,
customers, shareholders, regulators and other stakeholders. They have engaged
in regular communication with key stakeholders, seeking their feedback and
understanding their needs and expectations. By maintaining strong stakeholder
relationships, the Directors have sought to ensure the Group's continued
success and long-term value creation.
Consideration of Impact on the Community and Environment
The Directors have taken into consideration the impact of the Group's
operations on the community and the environment. The Group's principal
activities are focused on the energy transition, decarbonisation and
sustainable energy solutions. The Board has implemented sustainable practices,
including reducing waste, minimising unnecessary travel and promoting energy
efficiency across operations.
The application of the s172 requirements can be demonstrated in relation to
some of the key decisions made during the year ended 31 December 2025:
completing the reverse takeover of Technologies New Energy S.A. on 30 April
2025, transforming the Company into an operating group; acquiring Diverfuel
S.A. in August 2025; completing equity fundraisings totalling £484,900 in
2025 to strengthen working capital; and establishing Board committees
following completion of the reverse takeover.
Key performance indicators
Note Year ended 31 December 2025 Year ended 31 December 2024
€
€
Revenue (€) 362,141 178,852
Gross profit (€) 361,641 147,627
Group profit / (loss) for the year (€) 14,055 (165,950)
TNE S.A. standalone net profit / (loss) (€) 359,948 (165,950)
Total cash at year end (€) 762,638
Number of shares in issue 159,263,550 8,500,000 (legacy)
Note: 2024 comparatives represent TNE S.A. standalone. Cash at 31 December
2024 reflects TNE S.A. standalone only.
Environmental matters and GHG Emissions
TNE S.A.'s core activities are aligned with the global energy transition and
decarbonisation. As the Company has not consumed more than 40,000 kWh of
energy, it qualifies as a low energy user under SI 2018/1155 and is not
required to report on emissions.
Task Force on Climate-Related Financial Disclosures (TCFD)
TCFD Element Disclosure
a) Board oversight The Board has considered the potential impact of climate-related risks and
opportunities on the Group and has concluded that, at this stage of the
Group's development, such risks and opportunities are not material. This
assessment reflects the Group's limited operational footprint and the small
number of direct employees. The Board will continue to review this assessment
on a regular basis.
b) Management's role Due to the size of the Group, there is no separate management structure
dedicated to climate-related matters. Responsibility is integrated into
day-to-day operational management, with employees encouraged to adopt working
practices that minimise environmental impact, including flexible and hybrid
working arrangements and limiting unnecessary travel.
c) Climate-related risks and opportunities No material climate-related risks or opportunities have been identified in the
short term. Over the medium to long term, the nature and extent of such risks
and opportunities will depend on the development and commercialisation of the
Group's products and services, particularly within its Negative-C and Energy
Transition business units. These factors will be reassessed as part of future
strategic planning.
d) Impact on business, strategy and financial planning Climate-related risks and opportunities are not currently considered to have a
material impact on the Group's business model, strategy or financial planning.
The Group nevertheless seeks to operate efficiently and encourages working
practices that reduce unnecessary travel and energy use where practicable.
e) Resilience of strategy The Board does not consider that the Group's current strategy would be
materially affected under foreseeable climate-related scenarios, including
scenarios consistent with a 2°C or lower increase in global temperatures.
f) Identifying and assessing climate-related risks Climate-related risks are considered by the Board as part of the Group's
overall risk management framework. Given the limited scale of operations, no
separate formal process is currently in place for identifying or assessing
such risks. This approach will be reviewed as the Group expands its
activities.
g) Managing climate-related risks The Group's approach to managing climate-related risks is proportionate to its
size and operational footprint. Mitigating actions primarily relate to
operational practices, including flexible working arrangements, efficient use
of office facilities and limiting business travel where practicable.
h) Metrics used to assess climate-related risks The Group does not currently apply specific quantitative metrics to assess
climate-related risks and opportunities, as such matters are not considered
material to the Group's strategy or operations at this stage. The Board will
review the appropriateness of introducing formal metrics if the scale of the
Group's activities increases.
i) Scope 1, 2 and 3 GHG emissions The Group has not quantified its Scope 1, Scope 2 or Scope 3 greenhouse gas
emissions. The Group does not operate company vehicles or significant on-site
fuel combustion and therefore Scope 1 emissions are not considered material.
Scope 2 emissions associated with electricity and heating used in office
premises and Scope 3 emissions from employee commuting and limited business
travel are not currently measured as they are not considered material to the
Group's operations. The Board will keep this position under review as the
Group's operational footprint evolves.
j) Targets and performance against targets The Group has not established formal climate-related targets, as
climate-related risks and opportunities are not currently considered material
and a significant proportion of emissions drivers are not directly within the
Group's control. The Board will consider the adoption of targets if this
becomes appropriate considering the Group's future scale and activities.
Principal risks and uncertainties
Revenue execution risk
Growth depends on successful execution of consulting and contracting projects
and progression of proprietary biorefinery projects. Mitigated by a
diversified four-unit business model and growing order backlog.
Currency risk
The Group's operations are primarily Euro-denominated while its legal parent
is a Sterling entity. Exchange rate movements affect the translation of TNE
plc's costs and assets. The Group does not currently hedge currency risk.
Funding risk
The Group actively monitors cash flow and evaluates funding options including
equity markets and strategic partnerships.
Key personnel risk
The Group is dependent on a small number of key individuals. Mitigation
includes competitive remuneration and experienced professional advisers.
Employee information
The Group employed staff principally through TNE S.A. during the year ended 31
December 2025. The average number of employees of TNE S.A. was 6 (2024: 4).
TNE S.A. is committed to providing a safe and healthy working environment and
to treating all employees fairly and with respect. The Company endeavours to
attract, retain and develop talented individuals. There were no material
health and safety incidents during the year.
The Group ensures that employment practices take into account the necessary
diversity requirements and compliance with all employment laws in both the
United Kingdom and Portugal. The Board has experience in dealing with such
matters and sufficient training and qualifications to ensure they meet all
applicable requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out
appropriate procedures for companies to follow to ensure that they are
compliant with the UK Bribery Act 2010 (as amended) (the "Bribery Act 2010").
The Group has conducted a review into its operational procedures to consider
the impact of the Bribery Act 2010 and the Board has adopted an
anti-corruption and anti-bribery policy that applies across the Group,
including its Portuguese operations.
Sustainability
We aim to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders and employees.
We aim to provide timely, regular and reliable information on the business to
all our shareholders and conduct our operations to the highest standards.
We strive to create a safe and healthy working environment for the wellbeing
of our staff and create a trusting and respectful environment, where all
members of staff are encouraged to feel responsible for the reputation and
performance of the Group.
We aim to establish a diverse and dynamic workforce with team players who have
the experience and knowledge of the business operations and markets in which
we operate. Through maintaining good communications, members of staff are
encouraged to realise the objectives of the Group and their own potential.
The Board would like to take this opportunity to thank our shareholders and
advisors for their support during the year.
Diversity/Gender
Male Female
Directors 4 1
Julio Perez
Chief Executive Officer
29 April 2026
DIRECTORS' REPORT
The Directors present their report and the financial statements for the year
ended 31 December 2025.
Principal activity
The principal activity of the Group is renewable energy engineering,
consulting, project development and energy transition services, conducted
primarily through Technologies New Energy S.A.
Results
The Group recorded a profit for the year of €14,055 (2024: loss of
€165,950). The 2024 comparative represents the results of TNE S.A. on a
standalone basis as the accounting acquirer under IFRS 3. TNE S.A. generated a
standalone net profit of €359,948 for the year. The parent company,
Technologies New Energy plc, recorded a loss for the year of £889,937 in its
standalone accounts (2024: loss of £506,491). The parent company profit and
loss account is omitted from these financial statements pursuant to section
408 of the Companies Act 2006.
Dividends
No dividend has been paid or recommended (prior period: nil).
Directors
James Lawson-Brown Chairman, Non-Executive Director Resigned 30 April 2025
Julio Perez Independent Non-Executive Director until 30 April 2025; Chief Executive Resigned as NED 30 April 2025; reappointed as CEO 27 June 2025
Officer from 27 June 2025
Kate Joan Osborne Independent Non-Executive Director Throughout the year
José Meneses da Silva Moura Executive Chairman Appointed 30 April 2025
Ricardo Guimarães Da Costa Eiras Chief Operating Officer Appointed 30 April 2025
Salvador Insua Amico Senior Independent Non-Executive Director Appointed 30 April 2025
Substantial shareholdings
Shareholder No. of Ordinary Shares % of issued capital
José Meneses da Silva Moura 1 70,420,000 44.22%
via Diverstock Investment S.A. 70,000,000
Guimarães Eiras, Unipessoal S.A. 2 42,000,000 26.40%
Tranergy Lda 14,000,000 8.80%
Hope On Board Lda 10,500,000 6.59%
1 José Meneses da Silva Moura and his spouse hold indirectly and directly
70,420,000 Ordinary Shares in aggregate (44.22%).
2 Ricardo Guimarães Da Costa Eiras holds indirectly 42,000,000 Ordinary
Shares via Guimarães Eiras, Unipessoal S.A.
Share capital
The Company is incorporated as a public limited company and is registered in
England and Wales with the registered number 13672588. Details of the
Company's issued share capital, together with details of the movements during
the period, are shown in Note 14. The Company has one class of Ordinary
Shares, and all shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
Letters of appointment
The Directors have entered into letters of appointment with the Company and
continue to be engaged under these letters of appointment until terminated by
the Company.
In the event of termination or loss of office the Director is entitled only to
payment of their basic fee in respect of his or her notice period. In the
event of termination or loss of office in the case of a material breach of
contract the Director is not entitled to any further payment.
Directors are allowed to accept external appointments with the consent of the
Board, provided that these do not lead to conflicts of interest. Directors are
allowed to retain fees paid in respect of such appointments.
UK 10-year performance graph
The Directors have considered the requirement for a UK 10-year performance
graph comparing the Group's Total Shareholder Return with that of a comparable
indicator. The Directors do not currently consider that including the graph
will be meaningful because the Company only became listed in March 2022, is
not paying dividends, is currently incurring losses at the group level as it
gains scale, and the remuneration of Directors is not linked to performance.
The Directors will review the inclusion of this graph for future reports.
Political donations
The Group made no political donations during the current or prior periods.
Directors' Indemnity Provisions
The Company has taken out Directors' and Officers' Liability Indemnity
insurance.
Directors' Remuneration
Particulars of Directors' remuneration under the Companies Act 2006 are
disclosed in Note 6 to the financial statements and further detailed in this
report.
Remuneration in respect of the Directors of Technologies New Energy plc for
the year ended 31 December 2025 was £165,218 (2024: £131,086). The
remuneration disclosed represented fees for services as directors and senior
executives of the Company and the Group from the date of their respective
appointments where applicable.
Director Remuneration 2025 £ Remuneration 2024 £
James Lawson-Brown 1,667 14,169
Julio Perez 105,000 102,750
Kate Joan Osborne 9,667 14,167
José Meneses da Silva Moura - -
Ricardo Guimarães Da Costa Eiras * 33,884 -
Salvador Insua Amico 15,000 -
Total 165,218 131,086
* Amount originally paid in Euros of €39,150, translated at the average
exchange rate for the year of €1.1554:£1.
José Meneses da Silva Moura did not receive remuneration from the Company
during the year.
The 2024 comparative relates to directors of the Company prior to completion
of the reverse takeover on 30 April 2025. José Meneses da Silva Moura,
Ricardo Guimarães Da Costa Eiras and Salvador Insua Amico were appointed on
30 April 2025 and accordingly have no comparative remuneration for 2024.
Julio Perez served as an Independent Non-Executive Director until 30 April
2025 and was appointed Chief Executive Officer on 27 June 2025.
There were no performance measures associated with any aspect of Directors'
remuneration during the year. The remuneration amounts disclosed above
represented fees for services only. There were no other amounts paid in
relation to Directors' remuneration, including bonuses, long-term incentive
awards, pension contributions or share-based payments.
Payments to past Directors
Payments of £1,667 were made during the year to James Lawson-Brown in respect
of contractual fees earned prior to his resignation on 30 April 2025. Other
than this amount, there were no payments in the year to past Directors.
Bonus and incentive plans
There were no bonus or incentive plans in place during the year.
Percentage change in remuneration of the Chief Executive Officer
Julio Perez was appointed Chief Executive Officer on 27 June 2025. As this was
the first year of appointment to this executive role, no meaningful
year-on-year percentage comparison is presented.
Other matters
The Company does not operate any pension scheme for Directors and made no
pension contributions in relation to Directors' remuneration during the year.
No excess retirement benefits were paid to any Director.
Approval by members
The Directors' Remuneration Report above will be put before the members for
approval at the next Annual General Meeting of the Company ("AGM"). The
remuneration report for the prior year was approved at the last AGM.
Directors' interests in shares
The Company has no minimum Director shareholding requirement.
The beneficial interests of the Directors in the Ordinary Share Capital of the
Company as at 29 April 2026 were as follows:
Shareholder No. of Ordinary Shares % of issued Share Capital
José Meneses da Silva Moura 1 70,420,000 44.22%
Ricardo Guimarães Da Costa Eiras 2 42,000,000 26.40%
1 José Meneses da Silva Moura and his spouse, Maria João Matos Abreu Faria
da Silva Moura, hold indirectly and directly 70,420,000 Ordinary Shares in
aggregate (44.22%), comprising 70,000,000 Ordinary Shares via Diverstock
Investment S.A. and a direct holding of 420,000 Ordinary Shares.
2 Ricardo Guimarães Da Costa Eiras holds indirectly 42,000,000 Ordinary
Shares via Guimarães Eiras, Unipessoal S.A., which is an entity ultimately
beneficially wholly-owned and controlled by him.
Remuneration Committee
The Remuneration Committee is chaired by Kate Joan Osborne, with Salvador
Insua Amico serving as the other member. The Committee is responsible for
overseeing all aspects of Directors' remuneration policy and implementation on
behalf of the Board.
Going concern
The financial statements have been prepared on a going concern basis. The
Directors have considered the Group's cash position, trading performance and
forecasts, and have not identified a material uncertainty that casts
significant doubt on the Group's ability to continue as a going concern. A
full going concern assessment is set out in Note 2.2 to the financial
statements.
Auditors
Johnsons Chartered Accountants were appointed as auditors on 5 June 2024 and
have expressed their willingness to continue in office.
Statement of Directors' Responsibilities in respect of the Annual Report and
the Financial Statements
The Directors are responsible for preparing this report and the financial
statements in accordance with applicable United Kingdom law and regulations
and UK-adopted international accounting standards ("UK-adopted IAS").
Company law requires the Directors to prepare financial statements for each
financial period which present fairly the financial position of the Group and
the Company and the financial performance and cash flows of the Group and the
Company for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
• state whether applicable UK-adopted IAS have been followed, subject to
any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and the Company will continue in
business; and
• provide additional disclosures when compliance with the specific
requirements in UK-adopted IAS is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They
are also responsible for safeguarding the assets of the Group and the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations, and for ensuring that the Annual Report includes information
required by the Listing Rules of the FCA.
The financial statements are published on the Company's website
(www.tneplc.com). Visitors to the website need to be aware that legislation in
the United Kingdom covering the preparation and dissemination of financial
statements may differ from legislation in their jurisdiction.
The Directors confirm that to the best of their knowledge:
• the financial statements, prepared in accordance with UK-adopted IAS,
give a true and fair view of the assets, liabilities, financial position and
financial performance of the Group and the Company;
• this Annual Report includes a fair review of the development and
performance of the business and the position of the Group and the Company
together with a description of the principal risks and uncertainties that it
faces;
• the Annual Report and financial statements, taken as a whole, are fair,
balanced and understandable and provide information necessary for shareholders
to assess the Group's and Company's performance, business and strategy; and
• all Directors have taken the steps that they should have taken as
directors in order to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information, and
there is no relevant audit information of which the Company's auditor is
unaware.
ON BEHALF OF THE BOARD
Julio Perez
Chief Executive Officer
29 April 2026
CORPORATE GOVERNANCE STATEMENT
The Board is committed to maintaining appropriate standards of corporate
governance. The statement below, together with the report on Directors'
remuneration, explains how the Group has observed the principles set out in
The UK Corporate Governance Code 2018 ("UKCGC"), issued by the Financial
Reporting Council, as relevant to the Company and contains the information
required by section 7 of the FCA's Disclosure Guidance and Transparency Rules.
The Company has decided not to apply the UKCGC provisions in full given its
current size and resources. The Group operates with resources proportionate to
its current scale of operations. As the Company is listed on the Main Market
of the London Stock Exchange, it is required to follow a corporate governance
code. For the year ended 31 December 2025, the Company has sought to comply
with the UKCGC but, due to its limited activities and resources, has opted not
to fully implement the UKCGC in respect of the following matters: the Board
does not currently include a separate Finance Director; and certain committee
compositions do not fully reflect Code recommendations given the small size of
the Board.
Board of Directors and Committees
The Board currently consists of two executive Directors (the Executive
Chairman and Chief Executive Officer), one Director in an operational role
(Chief Operating Officer) and two independent Non-Executive Directors. The
Board met regularly throughout the year to discuss key issues and to monitor
the overall performance of the Group. The Directors will actively seek to
expand Board membership to provide additional levels of corporate governance
procedures at the relevant opportunity. Given that the Board was reconstituted
following the reverse takeover completed on 30 April 2025, a formal board
evaluation process was not undertaken during 2025. The Board intends to
establish a formal evaluation process for the year ending 31 December 2026.
Audit Committee and financial reporting
The Audit Committee comprises Salvador Insua Amico (Chair) and Kate Joan
Osborne, both independent Non-Executive Directors. The Chief Executive Officer
attends by invitation. The Committee has recent and relevant financial
experience. The Audit Committee meets at least three times a year at the
appropriate times in the reporting and audit cycle. The Committee has
responsibility for, amongst other things, the monitoring of the financial
integrity of the financial statements of the Group and the involvement of the
Company's auditors in that process. It focuses in particular on compliance
with accounting policies and ensuring that an effective system of internal
financial control is maintained. The ultimate responsibility for reviewing and
approving the annual report and accounts and the half-yearly reports remains
with the Board.
The terms of reference of the Audit Committee cover such issues as membership
and the frequency of meetings, together with requirements as to any quorum for
and the right to attend meetings. The duties of the Audit Committee covered in
the terms of reference are: financial reporting, internal controls, internal
audit, external audit and risk oversight. The terms of reference also set out
the authority of the Committee to carry out its duties.
The Board seeks to present a balanced and understandable assessment of the
Group's position and prospects in all interim, final and price-sensitive
reports and information required to be presented by statute.
External auditor
The Board meets with the auditor during the year to consider the results,
internal procedures and controls and matters raised by the auditor. The Board
considers auditor independence and objectivity and the effectiveness of the
audit process. It also considers the nature and extent of the non-audit
services supplied by the auditor, reviewing the ratio of audit to non-audit
fees, and ensures that an appropriate relationship is maintained between the
Group and its external auditor. During the year Johnsons Chartered Accountants
did not provide any non-audit services. Details of the total fees paid to the
auditors are set out in Note 5 to the accounts.
The Company has a policy of controlling the provision of non-audit services by
the external auditor in order that their objectivity and independence are
safeguarded. As part of the decision to recommend the appointment of the
external auditor, the Board considers the tenure of the auditor in addition to
the results of its review of the effectiveness of the external auditor and
considers whether there should be a full tender process. There are no
contractual obligations restricting the Board's choice of external auditor.
Remuneration Committee
The Remuneration Committee is chaired by Kate Joan Osborne, with Salvador
Insua Amico serving as the other member. The Committee is responsible for
overseeing all aspects of Directors' remuneration policy and implementation on
behalf of the Board. All matters relating to Directors' remuneration, share
options and service contracts are considered by the Committee, with
recommendations made to the Board as a whole.
Nominations Committee
The Nominations Committee is chaired by Salvador Insua Amico, with Kate
Osborne and José Meneses serving as the other members. The Committee is
responsible for reviewing the structure, size and composition of the Board,
considering succession planning, and leading the process for new appointments
where appropriate.
Internal financial control
Financial controls have been established to provide safeguards against
unauthorised use or disposition of the assets, to maintain proper accounting
records and to provide reliable financial information for internal use. Key
financial controls include:
• the maintenance of proper accounting records;
• a schedule of matters reserved for the approval of the Board;
• evaluation, approval procedures and risk assessment for acquisitions and
significant transactions; and
• close involvement of the Directors in the day-to-day operational matters
of the Group.
The Directors consider that the size of the Group and the close involvement of
Directors in day-to-day operations makes the maintenance of a formal internal
audit function unnecessary at present. The Directors will continue to monitor
this situation.
Shareholder communications
The Company uses its corporate website (www.tneplc.com) to ensure that the
latest announcements, press releases and published financial information are
available to all shareholders and other interested parties. The AGM is used to
communicate with both institutional shareholders and private investors and all
shareholders are encouraged to participate. Separate resolutions are proposed
on each issue so that they can be given proper consideration, and there is a
resolution to approve the Annual Report and Accounts. The Company counts all
proxy votes and indicates the level of proxies lodged on each resolution after
it has been dealt with by a show of hands.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
The comparative figures for the year ended 31 December 2024 represent the
results of Technologies New Energy S.A. on a standalone basis as the
accounting acquirer under IFRS 3. The results of Technologies New Energy plc
are included from 30 April 2025 (date of the reverse takeover) to 31 December
2025 only.
Note Year ended 31 December 2025 Year ended 31 December 2024
€
€
Revenue 3 362,141 178,852
Cost of sales (500) (31,225)
Gross profit 361,641 147,627
Subsidies and grants 11,450
Other operating income 4 402,495 702
Supplies and external services (230,503) (214,341)
Staff costs 6 (125,922) (98,805)
Administrative expenses - Technologies New Energy plc (30 Apr-31 Dec 2025) 5 (345,963)
Other operating expenses (21,449) (1,133)
Depreciation and amortisation 13 (9,664)
Operating profit / (loss) 42,085 (165,950)
Finance income 69
Finance costs (1,831)
Profit / (loss) before taxation 40,323 (165,950)
Tax on profit on ordinary activities 7 (26,268)
Profit / (loss) and total comprehensive income / (expense) for the year 14,055 (165,950)
attributable to the owners of the Company
Earnings / (loss) per share - basic (cent) 8 0.0128 euro cents (0.1045) euro cents
Earnings / (loss) per share - diluted (cent) 8 0.0128 euro cents (0.1045) euro cents
The above results relate entirely to continuing activities. Share warrants
have an anti-dilutive effect and diluted earnings per share is therefore the
same as basic.
The accompanying notes 1 to 22 form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The 31 December 2024 comparatives represent Technologies New Energy S.A.
standalone, as the accounting acquirer under IFRS 3.
Note Year ended 31 December 2025 Year ended 31 December 2024
€
€
NON-CURRENT ASSETS
Property, plant and equipment 13 35,969
Intangible assets - Diverfuel Platform 13 115,000
Financial investments (FCT fund) 1,091
Other non-current assets (deposit) 1,267
Total non-current assets 153,328
CURRENT ASSETS
Inventories 5,904
Trade receivables 10 1,215 26,234
VAT recoverable - TNE S.A. (Estado) 134,450
Other debtors and prepayments 10 175,386
Cash and cash equivalents 11 762,638 17,494
Total current assets 1,079,593 131,251
CURRENT LIABILITIES
Trade and other payables 12 (713,535) (33,316)
Tax and social security payable (30,957)
Accrued liabilities (257,349)
Shareholder loans 12 (725,952)
Total current liabilities (1,729,066) (46,619)
Net current assets / (liabilities) (649,473) 84,632
Total assets less current liabilities (496,145) 85,724
NON-CURRENT LIABILITIES
Shareholder loans - Diverstock Investment S.A. (suprimentos) (327,013) (169,013)
Long-term supplier payables - TNE S.A. (5,010) -
Total non-current liabilities (332,023) (169,013)
NET ASSETS (per Statement of Changes in Equity - see note 2.1) (828,169) (83,290)
EQUITY
Share capital 14 18,613,110 50,000
Share premium 14 17,619,715
Reverse acquisition reserve 14 (35,706,823)
Capital contribution reserve 14 723,128 723,128
Warrant reserve 15 505,858
Currency translation reserve 14 (840,594)
Retained profit / (deficit) (1,742,563) (800,107)
TOTAL EQUITY (828,169) (83,290)
As at 31 December 2025, the Group has net liabilities of €828,169 (2024: net
liabilities €83,290). These net liabilities are primarily an accounting
consequence of reverse acquisition reserve recognition under IFRS 3,
reflecting the mechanics of the reverse takeover transaction rather than any
impairment of underlying value or cash generation capacity. Technologies New
Energy S.A., the trading subsidiary, has positive standalone equity of
€276,659 and generated a net profit of €359,948 in 2025. The Directors are
satisfied that the Group has adequate resources to continue as a going concern
- see Note 2.2.
These financial statements were approved by the Board of Directors on 29 April
2026 and were signed on its behalf by:
Julio Perez
Chief Executive Officer
Company number: 13672588
The accompanying notes 1 to 22 form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
The 2024 comparative represents Technologies New Energy S.A. standalone cash
flows. The 2025 figures combine TNE S.A. (full year, per the statutory
accounts) and Technologies New Energy plc (post-acquisition, 30 April - 31
December 2025).
Year ended 31 December 2025 € Year ended 31 December 2024 €
Cash flow from operating activities
TNE S.A. - net cash from operations 236,467 (99,917)
Technologies New Energy plc - net operating cash outflow (post-acquisition) (634,956)
Net cash from operating activities (383,533) (99,917)
Cash flow from investing activities
TNE S.A. - purchase of property, plant and equipment (10,565)
TNE S.A. - loan advanced to related party (Diverfuel S.A.) (126,000)
Cash acquired on consolidation of Technologies New Energy plc (30 April 2025) 343,387
Deposit paid (1,267)
Net cash from investing activities 205,555 -
Cash flow from financing activities
TNE S.A. - new shareholder borrowings (Diverstock suprimentos) 358,000 80,000
TNE S.A. - repayment of borrowings (123,412)
TNE S.A. - interest paid (1,591) (366)
Technologies New Energy plc - proceeds from issue of ordinary shares 560,253
Net cash from financing activities 916,662 79,634
Net increase in cash and cash equivalents 738,684 (20,283)
Cash and cash equivalents at the beginning of the year 17,494 17,494
Cash and cash equivalents at the end of the year 762,638 17,494
Cash at 31 December 2025 comprises €473,805 held by TNE S.A. and £233,368
(approximately €267,440 at the closing ECB exchange rate of €1.1459/£1)
held by Technologies New Energy plc. The opening cash balance of €17,494
represents TNE S.A.'s cash at 1 January 2025 per the statutory accounts. Cash
acquired on consolidation of Technologies New Energy plc of €343,387
represents the cash held by TNE plc at 30 April 2025 (£297,201 at the
prevailing exchange rate of approximately €1.155/£1).
TNE S.A.'s operating cash flows are presented on a direct basis per the
statutory accounts. TNE plc's post-acquisition net operating outflow of
€634,956 reflects administrative and listing costs paid in cash, net of
amounts deferred to trade payables and accruals which remain outstanding at 31
December 2025.
The accompanying notes 1 to 22 form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
The 2024 comparative represents Technologies New Energy S.A. standalone. See
Note 14 for definitions of each reserve.
Share Capital € Share Premium € Reverse Acq Reserve € Capital Contrib Reserve € Warrant Reserve € Currency Translation € Retained Profit/(Deficit) € Total €
Balance at 1 January 2024 (TNE S.A.) 50,000 - - 666,817 - - (630,161) 86,656
Total comprehensive loss for the year - - - - - - (165,950) (165,950)
Balance at 31 December 2024 50,000 - - 666,817 - - (800,107) (83,290)
Balance at 1 January 2025 (TNE S.A.) 50,000 - - 666,817 - - (800,107) (83,290)
Shares deemed issued - reverse acquisition (30 April 2025) 18,513,520 17,570,125 (35,706,823) - - - - 376,822
Warrant reserve recognised on amendment of warrant instrument (June 2025) - - - - 505,858 - - 505,858
Net assets received on transfer of Diverfuel S.A. (August 2025) - - - - 47,928 - - 47,928
Shares issued - subscriptions (April and July 2025) - 49,590 - - - - - 49,590
Currency translation differences arising on consolidation of TNE plc - - - - - (840,594) - (840,594)
Total comprehensive profit for the year - - - - - - 14,055 14,055
Balance at 31 December 2025 18,613,110 17,619,715 (35,706,823) 723,128 505,858 (840,594) (1,742,563) (828,169)
Definitions:
Share Capital - the nominal value of issued ordinary shares of TNE plc,
translated to Euros at applicable exchange rates.
Share Premium - the premium received on issue of ordinary shares above their
nominal value, translated to Euros.
Reverse Acquisition Reserve - represents the difference between the equity
issued by TNE plc and the net assets of TNE S.A. at the acquisition date,
arising under IFRS 3.
Capital Contribution Reserve - arises from historical contributions made
directly into TNE S.A. prior to the reverse takeover.
Warrant Reserve - the fair value of outstanding warrants recognised in equity.
Currency Translation Reserve - the cumulative exchange differences arising on
translation of Technologies New Energy plc's GBP-denominated assets and
liabilities into the Group's EUR presentation currency at closing rates, while
share capital and share premium are translated at historical rates per IAS 21.
The reserve of €840,594 arises because the closing ECB rate at 31 December
2025 (€1.1459/£1) differs from the historical rates at which TNE plc's
equity was recognised (€1.1687/£1 at 30 June 2025 and €1.1682/£1 at 3
July 2025).
Retained Profit / (Deficit) - cumulative net profits and losses recognised in
the Statement of Comprehensive Income.
The accompanying notes 1 to 22 form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. GENERAL INFORMATION
The Group's principal activity is the development, engineering and delivery of
renewable energy solutions, energy transition services and green fuel project
development, conducted principally through Technologies New Energy S.A. ("TNE
S.A."), a company incorporated in Portugal (NIPC: PT514711159).
Technologies New Energy plc ("TNE" or the "Company") is incorporated in
England and Wales as a public limited company (registered number 13672588)
with registered office at 9th Floor, 107 Cheapside, London EC2V 6DN. The
Company changed its name from Codex Acquisitions plc to Technologies New
Energy plc on 25 February 2025.
On 30 April 2025, the Company completed the reverse takeover of Technologies
New Energy S.A., which became a wholly-owned subsidiary. The transaction is
accounted for as a reverse acquisition under IFRS 3, with TNE S.A. as the
accounting acquirer. In August 2025, the Group acquired Diverfuel S.A. for nil
consideration; Diverfuel was substantially dormant at the date of acquisition
and remains so at the year end.
2. ACCOUNTING POLICIES
Basis of preparation
The consolidated financial statements have been prepared in accordance with UK
adopted International Accounting Standards ("UK-adopted IAS") and under the
historical cost convention. The consolidated financial statements are
presented in Euros (€), being the functional and presentational currency of
Technologies New Energy S.A. as the accounting acquirer. The parent company
financial statements are presented in Pounds Sterling (£) and are included
separately on pages 44 to 47. All amounts in the consolidated financial
statements are rounded to the nearest Euro.
2.1 Reverse acquisition and basis of consolidation
The acquisition of TNE S.A. by TNE plc on 30 April 2025 has been accounted for
as a reverse acquisition under IFRS 3. TNE S.A. is the accounting acquirer.
These consolidated financial statements represent a continuation of the
financial statements of TNE S.A. The comparative information for the year
ended 31 December 2024 reflects the standalone results and financial position
of TNE S.A. A Reverse Acquisition Reserve has been recognised in equity
representing the difference between TNE plc's equity at the acquisition date
and TNE S.A.'s net assets. No goodwill arises. All intra-group transactions
and balances are eliminated on consolidation.
The consolidated balance sheet includes shareholder loan balances classified
as non-current liabilities (Diverstock Investment S.A. suprimentos €327,013)
and current liabilities (shareholder loans to TNE plc: Diverstock £451,354
and Tranergy £182,167). These instruments have been classified as financial
liabilities under IAS 32 on the basis that the holders retain contractual
rights to receive cash; the subordination provisions under Portuguese law (in
the case of suprimentos) restrict timing of repayment but do not extinguish
the obligation. The equity figure per the Statement of Changes in Equity of
€(828,169) represents the correct total equity attributable to equity
holders under IFRS 3 reverse acquisition accounting. The 2024 comparative
balances in these consolidated financial statements have been aligned to the
approved 2025 statutory accounts of Technologies New Energy, S.A. (signed by
the sole director and audited by Crowe & Associados, SROC, Lda, dated 13
April 2026). This resulted in corrections to the 2024 comparative cash balance
(restated from €37,777 to €17,494), trade receivables, current
liabilities, and the addition of 2024 non-current borrowings of €169,013.
The 2024 comparative retained deficit in the Statement of Changes in Equity
has also been corrected to reflect the audited closing retained earnings
position.
2.2 Going concern
The financial statements have been prepared on a going concern basis. As at 31
December 2025, the Group held total cash of approximately €762,638
(€473,805 in TNE S.A.'s accounts and £233,368 in TNE plc's accounts).
Subsequent to the year end, as at 29 April 2026, the Group held total cash of
approximately €401,000, comprising €335,000 in its Portuguese accounts and
£57,000 (approximately €66,000 at the prevailing exchange rate) in its UK
account. TNE S.A. generated a net profit of €359,948 in its standalone
statutory accounts for the year ended 31 December 2025 and is forecast to
continue to generate positive cash flows and operating profits. The Directors
have considered the Group's cash flow forecasts, the trading performance and
profitability of TNE S.A., available shareholder support and the Group's
ability to access funding. Based on current forecasts, the Board believes that
the funding position is sufficient to meet the Group's working capital
requirements for at least the next 12 months from the date of approval of
these financial statements. The Directors have not identified a material
uncertainty that casts significant doubt on the Group's ability to continue as
a going concern.
2.3 Foreign currency translation
The consolidated financial statements are presented in Euros. Technologies New
Energy plc's functional currency is Pounds Sterling. The assets and
liabilities of TNE plc are translated into Euros at the ECB reference closing
exchange rate at the balance sheet date (31 December 2025: €1.1459/£1,
being the ECB official reference rate of GBP 0.87260 per EUR). Share capital
and share premium are translated at the historical transaction rate in
accordance with IAS 21 (30 June 2025: €1.1687/£1, per the published interim
accounts; 3 July 2025 subscription: €1.1682/£1). TNE plc's income and
expenses are translated at the average ECB reference rate for the post-RTO
period (30 April 2025 to 31 December 2025: €1.1554/£1). Exchange
differences arising on translation are recognised in other comprehensive
income and accumulated in the currency translation reserve within equity, in
accordance with IAS 21.39(c). These differences are not recycled to profit or
loss unless the foreign operation is disposed of.
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit
balances at banks.
2.5 Inventories
Inventories are stated at the lower of cost and net realisable value.
2.6 Trade and other receivables
Due to the short-term nature of current receivables, their carrying amount is
considered to be the same as their fair value.
2.7 Trade and other payables
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost.
2.8 Financial instruments
Financial assets are recognised at fair value on initial recognition and at
amortised cost in subsequent periods. Financial liabilities are measured at
amortised cost. The Group does not utilise complex financial instruments or
hedging mechanisms.
2.9 Impairment
The Group applies the IFRS 9 simplified approach to calculate expected credit
losses for trade receivables and other financial assets.
2.10 Revenue recognition
Revenue from consulting and advisory services is recognised over time as
performance obligations are satisfied. Revenue from O&M and contracting
services is recognised using the percentage-of-completion method. Revenue from
service contracts is recognised on a straight-line basis over the contract
term.
2.11 Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation
and impairment losses. Depreciation is charged on a straight-line basis over
estimated useful lives.
2.12 Earnings per share
Basic earnings/(loss) per share is calculated by dividing the profit or loss
attributable to owners by the weighted average number of ordinary shares
outstanding. In accordance with IFRS 3 and IAS 33, the weighted average shares
for 2025 are based on TNE plc's capital structure. The comparative EPS for
2024 has been calculated as if the 158,839,050 ordinary shares in issue
immediately after completion of the reverse takeover had been in issue
throughout the entire comparative period. Share warrants are anti-dilutive and
are excluded from the diluted EPS calculation.
2.13 Critical accounting judgements and key sources of estimation
uncertainty
Reverse acquisition accounting: The identification of TNE S.A. as the
accounting acquirer and the calculation of the Reverse Acquisition Reserve of
€(35,706,823) are significant accounting judgements under IFRS 3.
IAS 32 classification of shareholder loans: The Directors are assessing
whether the Diverstock Investment S.A. suprimentos (€327,013) and the
shareholder loans to TNE plc (Diverstock £451,354 and Tranergy £182,167)
meet the definition of financial liabilities or equity instruments under IAS
32. Based on the terms of these instruments as described in Note 12, the
Directors have concluded that they are financial liabilities under IAS 32 as
the holders have contractual rights to receive cash repayment.
Other operating income: Other operating income of €402,495 recognised in TNE
S.A.'s accounts includes amounts arising in connection with the reverse
takeover transaction structure. The Directors are satisfied that the amounts
are appropriately presented.
2.14 Standards, amendments and interpretations
New standards effective for the period beginning 1 January 2025 have not had a
material impact on these financial statements. IFRS 18 and IFRS 19 (both
effective 1 January 2027) are not expected to have a material impact.
2.15 Segmental reporting
The Board, as chief operating decision-maker, considers the Group to operate
as a single operating segment focused on renewable energy services and project
development. Accordingly, no separate segmental disclosures are presented.
2.16 Financial Risk Management
The main financial risks are market risk, interest rate risk, foreign exchange
risk, credit risk, liquidity risk and capital risk management. Further details
are provided in Notes 18 and 19.
3. REVENUE
31 December 2025 € 31 December 2024 €
Consulting and advisory fees 199,178 107,311
O&M and contracting services 162,963 71,541
Total revenue 362,141 178,852
All revenue arises from contracts with customers in the renewable energy
sector, principally from operations in Portugal and Morocco. All revenue
relates to TNE S.A.
4. OTHER OPERATING INCOME
31 December 2025 € 31 December 2024 €
Subsidies and grants 11,450 -
Other operating income - TNE S.A. 402,495 702
Total 413,945 702
Other operating income of €402,495 represents contracted income receivable
by TNE S.A. from a client under an agreement to supply services and equipment.
During the year the client confirmed in writing that the advance payments
received are non-refundable and TNE S.A. has no further performance obligation
in respect of these amounts. The Directors have reviewed the treatment in the
Portuguese statutory accounts of TNE S.A. and are satisfied that recognition
as income in the period is appropriate.
5. ADMINISTRATIVE EXPENSES - TECHNOLOGIES NEW ENERGY PLC
This note discloses the administrative expenses of Technologies New Energy plc
from 30 April 2025 to 31 December 2025 (the consolidated period), translated
at the average exchange rate of €1.1554/£1. Expenses incurred by TNE plc
prior to 30 April 2025 are not included in the consolidated financial
statements.
30 Apr-31 Dec 2025 £ 30 Apr-31 Dec 2025 €
Auditor's remuneration - statutory audit 52,000 60,081
Directors' remuneration (post-RTO period) 137,605 158,989
Legal fees (net of recoveries) (127,007) (146,744)
Corporate finance and listing fees 210,350 243,038
Investor relations and PR 26,773 30,934
Management consultant fees 20,000 23,108
Accounting and professional fees 24,650 28,481
Other expenses (40,940) (47,302)
Total administrative expenses 299,431 345,963
Legal fees include a credit of £127,007 in respect of recoveries and
reversals of previously accrued amounts. TNE S.A. administrative expenses are
presented within supplies and external services, staff costs and other
operating expenses in the consolidated income statement.
6. DIRECTORS AND STAFF COSTS
31 December 2025 € 31 December 2024 €
Wages and salaries - TNE S.A. 125,922 98,805
Total employee costs (per income statement staff costs line) 125,922 98,805
Directors' remuneration totalling £165,218 (2024: nil at group level) is
disclosed in the Directors' Remuneration Report and represents fees for
services only. Of this, £137,605 represents the post-acquisition (30 April to
31 December 2025) charge in Technologies New Energy plc's accounts, included
within Note 5 Administrative Expenses (translated at €158,989 at the average
rate of €1.1554:£1). The remaining £33,884 (€39,150) represents fees
paid in Euros by TNE S.A. to Ricardo Guimarães Da Costa Eiras in respect of
executive and operational services, included within supplies and external
services in the consolidated income statement. The staff costs line of
€125,922 represents solely the wages and salaries of TNE S.A. employees.
Total remuneration paid to the Directors of Technologies New Energy plc during
the year was £165,218 (2024: £131,086), comprising £137,605 of
Sterling-denominated fees paid by TNE plc and £33,884 translated from
Euro-denominated payments (€39,150 at €1.1554:£1). This represented fees
for services only; no bonuses, pension contributions, long-term incentive
awards or share-based payments were made. The remuneration per Director is
stated in the Directors' Remuneration Report.
The average number of employees of TNE S.A. during the year was 6 (2024: 4).
Including the five directors of Technologies New Energy plc, the average
headcount for the Group was 11 (2024: 4).
7. TAXATION
31 December 2025 € 31 December 2024 €
Current tax - TNE S.A. (IRC, Portugal at 21%) (26,268) -
Deferred tax - -
Taxation charge for the year (26,268) -
The tax charge of €26,268 (2024: nil) relates entirely to Technologies New
Energy S.A. and represents Portuguese corporation tax (IRC) for the year ended
31 December 2025. No deferred tax asset has been recognised at the group level
due to uncertainty over recovery. Technologies New Energy plc has generated
losses in the period and no deferred tax asset has been recognised.
8. EARNINGS / (LOSS) PER SHARE
31 December 2025 31 December 2024
Profit / (loss) attributable to equity holders (€) 14,055 (165,950)
Weighted average number of ordinary shares 109,997,409 158,839,050
Basic and diluted earnings/(loss) per share (cent) 0.0128 euro cents (0.1045) euro cents
In accordance with IFRS 3 and IAS 33, the weighted average number of shares
for 2025 has been calculated by time-weighting the actual share movements
during the year. From 1 January to 29 April 2025 (119 days): 8,500,000 shares.
From 30 April to 2 July 2025 (64 days): 158,839,050 shares (comprising the
8,500,000 opening shares, 140,000,000 vendor consideration shares, 2,000,000
subscription shares and 8,339,050 sponsor shares, all issued on 30 April 2025
on completion of the reverse takeover). From 3 July to 31 December 2025 (182
days): 159,263,550 shares (following the 424,500 share placing on 3 July
2025). The resulting weighted average is 8,500,000 × 119/365 + 158,839,050 ×
64/365 + 159,263,550 × 182/365 = 109,997,409 shares. The comparative EPS for
2024 has been calculated as if the 158,839,050 ordinary shares in issue
immediately after completion of the reverse takeover had been in issue
throughout the entire comparative period.
9. INVENTORIES
31 December 2025 € 31 December 2024 €
Raw materials and consumables 5,904 -
Total 5,904 -
10. TRADE AND OTHER RECEIVABLES
31 December 2025 € 31 December 2024 €
Trade receivables - TNE S.A. 1,215 26,234
VAT recoverable - TNE S.A. (Estado / IVA a recuperar) 134,450 -
Other debtors - TNE S.A. 166,577 -
Prepayments - TNE S.A. 662 -
Prepayments - TNE plc 8,146 -
Total 311,051 26,234
Trade receivables of €1,215 (2024: €26,234) represent amounts due from
customers of TNE S.A. as at 31 December 2025. The significant reduction
reflects collection of receivables outstanding at 31 December 2024. VAT and
Estado receivable of €134,450 (TNE S.A. €104,553 and Diverfuel S.A.
€29,897) represents the balance of Portuguese IVA refundable to TNE S.A.
Other debtors of €166,577 represent sundry debtors, advances and credit card
balances within TNE S.A. No material impairment provision is required.
11. CASH AND CASH EQUIVALENTS
31 December 2025 € 31 December 2024 €
Cash at bank - TNE S.A. (Euro accounts) 473,805 17,494
Cash at bank - TNE plc (£233,368 at €1.1459/£1) 267,440 -
Total 762,638 17,494
The 2024 comparative reflects TNE S.A. standalone only.
12. TRADE AND OTHER PAYABLES
Current liabilities
31 December 2025 € 31 December 2024 €
Trade payables - TNE plc 647,548 -
Trade payables - TNE S.A. 39,476 17,856
Tax and social security - TNE S.A. 30,957 6,653
Other creditors - TNE S.A. 26,511 16,234
Deferred income - TNE S.A. 1,687 5,877
Accrued liabilities - TNE plc 255,662 -
Shareholder loans - TNE plc (Diverstock £451,354 + Tranergy £182,167) 725,952 -
Total current liabilities 1,729,066 46,619
Non-current liabilities
31 December 2025 € 31 December 2024 €
Shareholder loans - Diverstock Investment S.A. (suprimentos) 327,013 (169,013)
Long-term supplier payables - TNE S.A. 5,010 -
Total non-current liabilities 332,023 (169,013)
Trade payables of €647,548 at TNE plc represent amounts payable to
professional advisers and service providers in respect of the reverse takeover
and ongoing listing costs. Shareholder loans of €725,952 at TNE plc
represent amounts lent to the Company by Diverstock Investment S.A.
(£451,354) and Tranergy Lda (£182,167), who are shareholders of the Company.
These loans are unsecured, interest free and repayable on demand, unless
otherwise agreed between the parties.
The non-current liability of €327,013 represents suprimentos (supplementary
shareholder contributions) advanced to TNE S.A. by Diverstock Investment S.A.
under Portuguese company law. These are subordinated and unsecured. These
instruments are classified as financial liabilities under IAS 32 as the
holders retain contractual rights to seek repayment; the subordination
provisions under Portuguese law restrict timing but do not extinguish the
contractual obligation.
13. PROPERTY, PLANT AND EQUIPMENT
Plant and Equipment € Total €
Gross cost at 1 January 2025 116,937 116,937
Additions in year 45,633 45,633
Gross cost at 31 December 2025 162,570 162,570
Accumulated depreciation at 1 January 2025 63,624 63,624
Charge for the year 9,664 9,664
Accumulated depreciation at 31 December 2025 73,288 73,288
Accumulated impairment losses (brought forward) 53,313 53,313
Net book value at 31 December 2025 35,969 35,969
Net book value at 31 December 2024 - -
All property, plant and equipment relates to Technologies New Energy S.A. and
comprises principally plant and machinery. Additions of €45,633 (2024: nil)
comprise €7,282 of capital expenditure on existing plant and €38,351
representing right-of-use assets recognised on commencement of two vehicle
leases in 2025. The vehicle leases have a term of four years and are accounted
for under IFRS 16. The associated lease liabilities are classified as
short-term (within one year) as the remaining lease term at the balance sheet
date falls within twelve months; accordingly they are included within trade
and other payables in the consolidated statement of financial position and no
separate non-current lease liability is recognised. Accumulated impairment
losses of €53,313 recognised in prior periods are presented separately above
and are unchanged in the year. The depreciation charge for the year of
€9,664 includes €87 on existing plant and €9,577 on right-of-use assets.
14. SHARE CAPITAL AND RESERVES
Number of shares Share capital € Share premium €
Balance at 1 January 2024 (TNE S.A.) n/a 50,000 -
Balance at 31 December 2024 (TNE S.A.) n/a 50,000 -
Shares deemed issued - reverse acquisition (30 April 2025) 158,839,050 18,513,520 17,570,125
Shares issued - subscription (30 April 2025) 2,000,000 included above included above
Shares issued - sponsor/promote shares (30 April 2025) 8,339,050 included above -
Shares issued - subscription (3 July 2025) 424,500 - 49,590
Balance at 31 December 2025 159,263,550 18,613,110 17,619,715
As at 31 December 2025, the Company had 159,263,550 ordinary shares of £0.10
each in issue. The Reverse Acquisition Reserve of €(35,706,823) is permanent
and will not be recycled through profit or loss. The Capital Contribution
Reserve of €723,128 comprises: (i) €666,817 representing the Diverstock
suprimentos contribution to TNE S.A.; (ii) €47,928 representing the net
assets of Diverfuel S.A. received on consolidation in August 2025 (capital
contribution); and (iii) €8,383 representing the exchange difference on
elimination of the intercompany loan.
15. WARRANT RESERVE AND SHARE-BASED PAYMENTS
The Group has outstanding warrants over ordinary shares of Technologies New
Energy plc. The warrants were originally issued on 2 March 2022. On 4 June
2025, pursuant to a deed of amendment dated 4 June 2025 and written consent
from all affected warrant holders, the terms were amended as follows: (i) the
exercise price was reduced from £0.20 to £0.10 per share; and (ii) the
exercise periods were each extended by 12 months.
Warrants Wt. avg exercise price
Opening balance - 1 January 2025 15,883,904 £0.20
Amendment - exercise price reduction and period extension (4 June 2025) - £0.10
Lapsed / exercised during year - -
Closing balance - 31 December 2025 15,883,904 £0.10
All 15,883,904 outstanding warrants are exercisable in two equal tranches of
7,941,952 warrants each:
Tranche Number of warrants Exercise price Exercisable from Exercisable until
Tranche 1 7,941,952 £0.10 30 Apr 2025 30 Apr 2027
Tranche 2 7,941,952 £0.10 30 May 2026 30 Apr 2028
The consolidated warrant reserve of €505,858 (2024: nil) represents the
incremental fair value conferred on warrant holders by the modification of the
warrant instrument on 4 June 2025, principally the reduction in exercise price
from £0.20 to £0.10 per share and the extension of the exercise periods. The
fair value was determined using the Black-Scholes option pricing model at the
modification date with the following assumptions: share price £0.125 (TNE.L
closing price, 4 June 2025); exercise price £0.10 (post-amendment); expected
volatility 80% (derived from listed clean energy peers including ITM Power and
AFC Energy); risk-free rate 4.25% (UK nominal gilt yield, 2-3 year maturity,
Bank of England yield curve, 5 June 2025); remaining life to expiry 1.90 years
(Tranche 1, to 30 April 2027) and 2.91 years (Tranche 2, to 30 April 2028);
dividend yield nil. The incremental fair value in GBP of £432,838 has been
translated at the ECB rate of €1.1687/£1 prevailing at 30 June 2025 to give
a warrant reserve of €505,858. The parent company financial statements
recognise a warrant reserve of £1,090,000, being the total post-amendment
fair value of all outstanding warrants as recorded in the Company's legal
entity books, with the corresponding debit recognised in the RTO sponsor
reserve. The consolidated warrant reserve of €505,858 represents the
incremental fair value arising from the modification, being the excess of the
post-modification fair value over the pre-modification fair value at the
modification date, determined by applying the Black-Scholes model separately
at the pre- and post-modification terms. In accordance with IFRS 2, only this
incremental amount is recognised as an additional charge in the consolidated
financial statements. No warrants were exercised or lapsed during the year.
16. SUBSIDIARIES
Entity Country Reg. number Ownership Activity
Technologies New Energy S.A. Portugal PT514711159 100% Renewable energy services
Diverfuel S.A. Portugal PT510279848 100% SaaS Development Platform
17. CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES
There were no capital commitments or contingent liabilities at 31 December
2025 (2024: nil).
18. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets
31 December 2025 € 31 December 2024 €
Cash and cash equivalents 762,638 17,494
Trade and other receivables 311,051 26,234
Total financial assets 902,375 43,728
Financial liabilities at amortised cost
31 December 2025 € 31 December 2024 €
Trade and other payables - current 1,001,841 46,619
Shareholder loans - current 725,952 -
Shareholder loans - non-current (suprimentos) 332,023 -
Total financial liabilities 2,059,816 215,632
Credit risk
The Group's maximum credit risk exposure is limited to cash (€762,638) and
trade and other receivables (€311,051). Cash is held with reputable
financial institutions.
Liquidity risk
The table below sets out the contractual maturity profile of the Group's
financial liabilities at 31 December 2025. Within 1 year: trade and other
payables €1,001,841; shareholder loans (current, repayable on demand)
€725,952. Total within 1 year: €1,727,793. Between 1 and 5 years:
suprimentos €327,013; long-term supplier payables €5,010. Total between 1
and 5 years: €332,023. Total financial liabilities: €2,059,816. The
shareholder loans of €725,952 are unsecured, interest free and technically
repayable on demand; the Directors have received comfort from the relevant
shareholders that these will not be called during the going concern period.
Trade and other payables of €1,001,841 represent amounts payable principally
to professional advisers in respect of the reverse takeover and ongoing
listing costs, expected to be settled within twelve months. The Group monitors
its liquidity requirements closely and believes it maintains adequate cash
balances and access to equity markets to meet obligations as they fall due.
Foreign exchange risk
The Group has Euro-denominated operations and a Sterling-denominated legal
parent. A 10% movement in EUR/GBP would have a material impact on reported
results. The Group does not currently hedge currency exposure.
Interest rate risk
The Group has no significant exposure to interest rate risk. A small amount of
interest income was received during the year (€69).
19. CAPITAL MANAGEMENT
The Group manages its capital to ensure it can continue as a going concern
while maximising returns to shareholders. The capital structure at 31 December
2025 consisted of equity of €(828,169) and non-current liabilities of
€332,023. The Group monitors working capital requirements on an ongoing
basis, primarily through TNE S.A.'s operating cash flows and the availability
of equity capital at the plc level.
20. RELATED PARTY TRANSACTIONS
The compensation paid to key management personnel (Directors of TNE plc) was
£165,218 for the year (2024: £131,086), representing fees for services only.
José Meneses da Silva Moura's fees are paid through Diverstock Investment
S.A. Diverstock Investment S.A. has also advanced shareholder loans to
Technologies New Energy plc of £451,354 (€517,207) and to TNE S.A. as
suprimentos of €327,013. These loans are unsecured.
Tranergy Lda has advanced shareholder loans to Technologies New Energy plc of
£182,167 (€208,745). Tranergy Lda holds 8.80% of the issued share capital
of the Company. These loans are unsecured, interest free and repayable on
demand.
At 31 December 2025, TNE plc had advanced £167,205 to TNE S.A. by way of an
intercompany loan. This balance is eliminated on consolidation.
All related party transactions were conducted on an arm's length basis.
21. EVENTS SUBSEQUENT TO YEAR END
On 3 February 2026, the Company completed the acquisition of a 90% controlling
interest in Cleversearch Lda, a project development company based in the
Azores. Cleversearch is expected to support the development of a biorefinery
project for the Group. As the transaction was completed after the balance
sheet date, no amounts in respect of Cleversearch have been recognised in
these financial statements. The consideration paid was not material.
On 20 April 2026, TNE Technologies New Energy S.A. assigned to Technologies
New Energy plc, at par and without recourse, a receivable of €120,000 due
from Diverfuel S.A. In consideration, the intercompany loan due from
Technologies New Energy S.A. to Technologies New Energy plc was reduced from
€200,000 to €80,000. The transaction forms part of an internal group
financing reorganisation. No adjustment has been made to the 31 December 2025
financial statements in respect of this transaction.
No other post-balance sheet events require disclosure or adjustment in these
financial statements.
22. CONTROL
The Directors consider that no single shareholder exercises ultimate control
over the Company. José Meneses da Silva Moura holds beneficial interests
representing approximately 44.22% of the issued share capital. The Directors
have assessed whether de facto control exists and, taking into account the
Company's governance arrangements and the distribution of the remaining
shareholdings, have concluded that no single party exercises control within
the meaning of IFRS 10.
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
These parent company financial statements are presented in Pounds Sterling
(£), being the functional currency of Technologies New Energy plc.
As permitted by section 408 of the Companies Act 2006, the parent company
profit and loss account has been omitted. The loss of the parent company for
the year ended 31 December 2025 was £889,937 (2024: loss of £506,491).
Note 31 December 2025 31 December 2024
£
£
NON-CURRENT ASSETS
Investment in subsidiary undertakings A 28,633,521
Other non-current assets (deposit) 1,106
Total non-current assets 28,634,627
CURRENT ASSETS
Amounts owed by subsidiary undertakings B 167,205
Other receivables and prepayments 7,109 7,051
Cash and cash equivalents 233,368 297,201
Total current assets 407,415 304,252
CURRENT LIABILITIES
Trade and other payables C (565,100) (278,903)
Accrued liabilities (223,110)
Shareholder loans C (633,521)
Total current liabilities (1,421,731) (278,903)
Net current assets / (liabilities) (1,014,316) 25,349
Total assets less current liabilities 27,620,311
NET ASSETS 27,620,311 25,349
EQUITY
Share capital D 15,926,355 850,000
Share premium D 14,075,669
Warrant reserve D 1,090,000
RTO sponsor reserve D (1,757,124) -
Retained deficit (1,714,588) (824,651)
TOTAL EQUITY 27,620,311 25,349
These parent company financial statements were approved by the Board of
Directors on 29 April 2026 and were signed on its behalf by:
Julio Perez
Chief Executive Officer
Company number: 13672588
The accompanying notes form part of these parent company financial statements.
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
All amounts in Pounds Sterling (£). The Company has taken advantage of the
exemption in section 408 of the Companies Act 2006 not to present its own
profit and loss account.
Share Capital £ Share Premium £ Warrant Reserve £ Retained Deficit £ RTO Sponsor Reserve £ Total £
Balance at 1 January 2024 850,000 - - (318,160) - 531,840
Loss for the year - - - (506,491) - (506,491)
Balance at 31 December 2024 850,000 - - (824,651) - 25,349
Balance at 1 January 2025 850,000 - - (824,651) - 25,349
Shares issued - RTO vendor consideration (140,000,000 shares, 30 April 2025) 14,000,000 13,833,219 - - - 27,833,219
Shares issued - subscription (2,000,000 shares, 30 April 2025) 200,000 200,000 - - - 400,000
Shares issued - sponsor/promote shares (8,339,050 shares, 30 April 2025) 833,905 - - - (667,124) 166,781
Shares issued - subscription (424,500 shares, 3 July 2025) 42,450 42,450 - - - 84,900
Warrant reserve recognised on amendment (June 2025) - - 1,090,000 - (1,090,000) -
Loss for the year (parent company) - - - (889,937) - (889,937)
Balance at 31 December 2025 15,926,355 14,075,669 1,090,000 (1,714,588) (1,757,124) 27,620,311
Total shares in issue at 31 December 2025: 159,263,550 ordinary shares of
£0.10 each (2024: 8,500,000). The parent company loss for the year of
£889,937 (2024: £506,491) is included in the retained deficit. Refer to Note
D for details.
The accompanying notes on pages 46-47 form part of these parent company
financial statements.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
These notes relate solely to Technologies New Energy plc. All amounts are in
Pounds Sterling (£) unless otherwise stated.
A. INVESTMENT IN SUBSIDIARY UNDERTAKINGS
31 December 2025 £ 31 December 2024 £
Cost - beginning of year - -
Acquisition of Technologies New Energy S.A. (30 April 2025) 28,633,521 -
Acquisition of Diverfuel S.A. (nil consideration) - -
Cost - end of year 28,633,521 -
Provision for impairment - -
Net carrying value 28,633,521 -
The investment in Technologies New Energy S.A. is carried at £28,633,521 at
cost. This comprises: (i) the fair value of 140,000,000 ordinary shares of
£0.10 each issued at a reference price of £0.20 per share (£28,000,000);
and (ii) £633,521 representing additional acquisition consideration arising
from the assignment to the Company, on 29 December 2025, of shareholder loan
claims previously owed by TNE S.A. to Diverstock Investment S.A. (£398,998,
being £451,354 less amounts already reflected as liabilities of TNE plc prior
to the assignment date) and Tranergy Lda (£182,167), together with a deferred
share consideration receivable assigned from Diverstock (£52,356). These
amounts represent obligations assumed by the Company as part of the
acquisition structure and have been capitalised as additional cost of
investment in accordance with IAS 27. The Directors have assessed the carrying
value against the net assets and trading performance of TNE S.A. and are
satisfied that no impairment provision is required at 31 December 2025.
The investment in Diverfuel S.A. was acquired for nil consideration in August
2025. Diverfuel was substantially dormant at acquisition and at the year end,
and is carried at £nil.
The additional consideration of £633,521 capitalised within the investment
carrying value represents a significant accounting judgement, in particular
the assessment that the loan assignment obligations assumed by the Company
constitute additional cost of the investment rather than financing
transactions. The Directors consider that the carrying value of £28,633,521
fairly represents the cost of the investment in TNE S.A. No impairment
indicator has been identified.
Subsidiary Country Reg. number Ownership Activity
Technologies New Energy S.A. Portugal PT514711159 100% Renewable energy services
Diverfuel S.A. Portugal PT510279848 100% Dormant
B. AMOUNTS OWED BY SUBSIDIARY UNDERTAKINGS
31 December 2025 £ 31 December 2024 £
Intercompany loan - Technologies New Energy S.A. 167,205 -
Total 167,205 -
The intercompany loan is unsecured, interest-free and repayable on demand. The
Directors consider the full amount recoverable. This balance is eliminated on
consolidation.
C. TRADE AND OTHER PAYABLES (PARENT COMPANY)
Current liabilities
31 December 2025 £ 31 December 2024 £
Trade and other payables 565,100 278,903
Accrued liabilities 223,110 -
Shareholder loans - Diverstock Investment S.A. 451,354 -
Shareholder loans - Tranergy Lda 182,167 -
Total current liabilities 1,421,731 278,903
Trade and other payables of £565,100 (2024: £278,903) represent amounts
payable to professional advisers and service providers in respect of the
reverse takeover and ongoing listing costs. Accrued liabilities of £223,110
represent further professional and advisory fees accrued but not yet invoiced.
The shareholder loans from Diverstock Investment S.A. and Tranergy Lda are
classified as current financial liabilities in these financial statements in
accordance with IAS 32. Both loans are unsecured, interest free and repayable
on demand.
D. SHARE CAPITAL AND RESERVES (PARENT COMPANY)
31 December 2025 £ 31 December 2024 £
Share capital 15,926,355 850,000
Share premium 14,075,669 -
Warrant reserve 1,090,000 -
RTO sponsor reserve (1,757,124) -
Retained deficit (1,714,588) (824,651)
Total equity 27,620,311 25,349
The RTO sponsor reserve of £(1,757,124) (2024: nil) represents the debit side
of equity transactions connected with the reverse takeover structure:
£667,124 being the nominal value of 8,339,050 sponsor/promote shares issued
at nil premium on 30 April 2025, and £1,090,000 being the fair value of the
warrant reserve modification recognised in June 2025 and charged against the
investment in subsidiary account on reclassification. This reserve is not
distributable. The retained deficit of £(1,714,588) (2024: £(824,651))
represents accumulated losses of Technologies New Energy plc. The loss for the
year of £889,937 (2024: £506,491) principally comprises professional and
advisory fees connected with the reverse takeover and the Company's Main
Market listing, together with Directors' remuneration.
The parent company loss for the full year (January to December 2025) was
£889,937. This includes costs incurred prior to the reverse takeover
completion on 30 April 2025, which are excluded from the consolidated income
statement on the grounds that TNE plc is treated as the accounting acquiree
under IFRS 3.
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