Final Results

About this update from Eenergy Group Plc

[{"type":"text","content":"\n \n 30 June 2025 \n   \n eEnergy Group plc \n (\"eEnergy\", \"the Company\" or \"the Group\") \n   \n Final Results for the Year to 31 December 2024 \n   \n eEnergy (AIM: EAAS), the net zero energy services provider, is pleased to announce its audited financial statements for the year ended 31 December 2024. \n   \n Key highlights \n ·     Delivered record revenue up 71% to £25.1 million from continuing operations (2023 restated annualised results: £14.7 million) \n ·     Transitioned into profit with Adjusted EBITDA after central costs of £0.6 million (2023 restated annualised results: £6.4 million loss) \n ·      Record H22024 with revenue of £19.1 million and Adjusted EBITDA after central costs of £2.6 million \n ·      Net Debt (incl IFRS16 liabilities) reduced to £2.4 million (2023 restated results: £8.0 million) \n ·      Cash increased to £2.3m (31 December 2023: £0.6m) \n ·     Awarded solar installation contract worth £5.2 million with Spire Healthcare; diversification of client base into Healthcare alongside Education \n ·      FY2024 results in-line with revised expectations \n ·      Please refer to the paragraph below in relation to the disclaimer of audit opinion \n   \n Record performance, strong momentum \n ·      Strong contracted forward order book of £7.0 million at year end \n ·      45% increase in sales pipeline to £375 million \n ·      Following the disposal in February 2024 of the Energy Management division for circa £25.0m in cash, substantially all debt repaid \n ·      Further developed the eEnergy LED lighting survey App, driving efficiency and scalability, together with investment in Salesforce and NetSuite \n ·     Strong revenue, larger contracts: Doubled the direct sales team, transitioned to a regional model, and strengthened framework and tender capabilities, unlocking £1.0 million+ contracts in Universities and NHS hospitals with faster sales cycles \n ·     Capitalised on Net Zero demand: Government-backed Net Zero frameworks are fuelling growth. Our off-balance sheet funding model, built with NatWest, is driving strong adoption across education, healthcare, and commercial sectors \n ·      With a leaner cost base, improved operational gearing, and strong pipeline conversion, eEnergy is set to accelerate shareholder value in 2025 and beyond \n   \n Post period end \n ·      Partnership with Redaptive Inc: Redaptive providing funding of up to £100 million and eEnergy established as one of Redaptive's dedicated delivery partners for the UK \n o  £40m NatWest facility for public sector still intact \n ·      Launch of SolarLife, a structured solar operations and maintenance (O&M) service \n ·      Appointment to five frameworks broadening channels to market alongside direct sales \n ·      Notable contracts wins including £0.5m Plymouth NHS Trust contract \n ·      Awarded Bronze sustainability rating by EcoVadis, placing the Group in the top 35% of companies assessed globally \n ·     Critically, we expect to be cash positive in H12025 (as we have stemmed the cash burn) and be further cash generative in H22025  \n ·      This is now a crucial turning point in the Group's history, and we are now poised for cash generative growth with improved operational gearing, pricing under control and working capital under control \n Disclaimer of audit opinion and accounting adjustments \n As previously disclosed in January's Trading Update, accounting discrepancies were identified in Q4 2024. New CFO John Gahan and the finance department have spent time to review and resolve historic accounting issues. \n   \n The origin of the accounting misstatements was not in FY2024 but in prior accounting periods. To correct the opening balances in the balance sheet as at 31 December 2023, which then flow through into the FY2024 Income Statement, the Company has therefore restated the historical results via prior period adjustments and adjusted FY2024 accordingly. \n   \n In addition, our auditor PKF who have been the Company's auditor since 2019 have issued a disclaimer of opinion on the financial statements for the year ended 31 December 2024. PKF were unable to provide an audit opinion, inter alia, as they were unable to obtain adequate supporting evidence for project accounting transactions, impacting the cut off of group revenue and group cost of sales. As a result, PKF was unable to obtain sufficient appropriate audit evidence over the accuracy of the opening reserves and the prior period restatements as at 1 January 2024 and 1 July 2022. Further details may be found in the audit report set out in full further below. \n   \n The Directors believe that the FY2024 results are prepared on a true and fair basis and that the FY2023 restated results are fairly stated. The FY2024 financial statements have been prepared on a going concern basis. The Board is confident that the comprehensive response by the executive team, including the finance department's restructuring, has properly addressed the identified legacy accounting issues. Strengthened control mechanisms have been established to prevent future occurrences and avoid any further operational disruption. \n   \n Further details can be found in the CFO's report below. \n   \n FY2025 trading and outlook \n   \n The Board is optimistic about the prospects for the current year as a whole. eEnergy's substantially debt-free balance sheet, streamlined operations, and project funding facilities from Redaptive and NatWest provide a solid foundation for growth. \n   \n With cash generation from improving project gross margins continuing to be a key focus for the Board and management in FY2025, we have made further reductions to the cost base. Current trading remains in line with management's expectations. \n   \n Commenting on the results, Harvey Sinclair, CEO, said: \" The past 12 months has been a highly significant and successful period for eEnergy. The company produced record revenue of £25.1 million, up by 71% with a very strong performance in H22024 that saw record revenue of £19.1 million and £2.6 million adjusted EBITDA after central costs. \n   \n This is the fourth consecutive year of revenue growth and illustrates the opportunity for our business to continue to grow market share as the leading Energy-as-a-Service provider in the UK for education and further expand our position in the complementary healthcare sector. \n   \n For all organisations, maximising the financial returns from energy efficiency initiatives remains a central concern, with Net Zero goals being another key motivation.  Initiatives such as Great British Energy's first major project, installing rooftop solar panels on approximately 200 schools and 200 NHS sites across the UK, perfectly aligns with our mission at eEnergy and corroborates how we can eliminate energy waste and make Net Zero not just achievable, but profitable for public sector organisations. \n   \n eEnergy's appointment to the NHS Commercial Solutions Sustainable Estates Framework Agreement and our £5.2m contract with Spire Healthcare across 38 sites, showcases eEnergy's strong position in the healthcare market, our multi-project and multi-site capabilities, and the successful execution of our strategy to accelerate energy efficiency solutions through frameworks. \n   \n Following the sale of the Energy Management Division at the beginning of the year, a considerable amount of effort in H12024 was spent on realigning the business and laying the foundations for our next chapter as a nimble pure-play Net Zero energy services company. I would like to thank the finance department for the detailed exercise they undertook and to significantly upgrade our financial systems. The Board is confident that we have identified and addressed the cause of the legacy accounting misstatements and put in place effective controls to ensure that there will be no re-occurrence of the issues. \n   \n As we commence FY2025, we do so with a clean balance sheet, a record forward order book, an enhanced operational management team and a streamlined cost structure. Our focus on improving gross margin and cash generation is sharper than ever, and we expect to be cash positive in H12025 and further cash generative in H22025.\" \n   \n Investor presentation \n   \n There will be an online presentation, open to all existing and potential shareholders, via Investor Meet Company at 9.30am tomorrow (1 July 2025).  Questions can be submitted pre-event via the Investor Meet Company dashboard or at any time during the live presentation. \n   \n Investors can sign up to Investor Meet Company for free and add to meet eEnergy Group plc via: \n https://www.investormeetcompany.com/eenergy-group-plc/register-investor \n   \n The Company is today publishing its Annual Report and Accounts for the year ended 31 December 2024, which will shortly be available on the Company's website at https://eenergy.com/investors . \n   \n   \n This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. \n   \n For further information, please visit www.eenergy.com or contact: \n   \n \n \n \n \n eEnergy Group plc \n \n \n Tel: +44 20 7078 9564 \n \n \n \n \n Harvey Sinclair, Chief Executive Officer \n John Gahan, Chief Financial Officer \n   \n \n \n [email protected] \n \n \n \n \n   \n \n \n \n \n \n \n \n Strand Hanson Limited  (Nominated Adviser) \n \n \n Tel: +44 20 7409 3494 \n \n \n \n \n Richard Johnson, James Harris, David Asquith \n   \n \n \n \n \n \n \n \n Canaccord Genuity Limited  (Broker) \n \n \n Tel: +44 20 7523 8000 \n \n \n \n \n Max Hartley, Harry Pardoe (Corporate Broking) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Tavistock \n \n \n Tel: +44 20 7920 3150 \n \n \n \n \n Jos Simson, Simon Hudson, Katie Hopkins \n \n \n [email protected] \n \n \n \n \n   \n About eEnergy Group plc \n eEnergy (AIM: EAAS) is revolutionising the path to Net Zero as a leading digital energy services provider for B2B and public sector organisations. We eliminate the barriers to clean energy generation and energy waste reduction, offering solutions that do not require upfront capital investment by our customers. Our vision is clear: make Net Zero possible and profitable for every organisation. \n   \n Our primary services include: \n ·      Reduce : LED lighting and controls \n ·      Generate : Solar PV, ground mount, rooftop, and carport \n ·      Charge : EV charging and management software \n   \n All eEnergy's services come with intelligent circuit-level energy analytics and are funded through a panel of funders (including Redaptive and NatWest) to provide an off-balance sheet-compliant energy-as-a-service solution. \n   \n eEnergy has completed over 1,100 decarbonisation projects within the B2B and public sector. We are #1 in the education sector, having worked with over 840 schools, installing over half a million LED lights, and improving the learning environment for over 443,000 students-enough to fill Wembley Stadium almost five times over. In one year alone, eEnergy has saved the education sector £13 million in energy costs. With over 70% of schools yet to transition to LED lighting and over 90% yet to deploy solar, eEnergy estimates that at least £5.4 billion would need to be invested to install adequate rooftop solar, LED lighting, and EV charging infrastructure in UK schools. \n   \n eEnergy is a market leader within the education sector and has been awarded the Green Economy Mark by the London Stock Exchange. \n   \n   \n Chair's Statement \n   \n After a slow start to the year under review due to weaker market conditions, the disruption as a result of the disposal of the Energy Management Division and the consequent business separation, we enjoyed a record second half, enabling us to report revenue and EBITDA in line with expectations. Financially, thanks to the detailed review and clean-up of historic accounting issues by new CFO John Gahan and the finance department's subsequent restructuring, we start the current year with a clean balance sheet and full control of project profitability and cash generation. A full description of John's work is contained in the CFO's Review below. \n   \n Operationally and financially, the Group is in good shape. However, I can only apologise to shareholders for the delay in publication of these results due to our CFO's balance sheet review initiated after he joined that uncovered material accounting misstatements which adversely impacted the prior period results and led to restatements. We have taken the necessary steps to ensure that this cannot happen again.  Despite the auditor's providing a disclaimer of opinion, the Board is confident that these issues are now behind us and that the FY2024 results and FY2023 restated results are fairly stated. \n   \n We took the opportunity to reset as a business in FY2024, investing in our infrastructure, platforms and channels to market. H22024 saw a strengthening and re-acceleration of the Net Zero agenda, particularly in the public sector and was reflected in our strong contracted forward order book which was £7.0 million at year end. \n   \n The outlook for FY2025 as a whole is positive and we expect a strong second half as the work undertaken to improve financial controls and margins, the success of our channel strategy and the new partnership with Redaptive and its £100 million funding facility feed through to results. \n   \n Results \n Revenues in FY2024 increased by 71% to £25.1 million compared to annualised restated financial FY2023 revenue of £14.7 million. Despite a relatively slow start to the year with H12024 revenues at £6.0 million, the Group's H22024 revenue was £19.1 million. Adjusted EBITDA after central costs was £0.6 million compared to a restated Adjusted EBITDA loss after central costs of £6.4 million for the annualised FY2023 period. Closing cash was £2.3 million (FY2023: £0.6 million).  We expect to be cash generative in H12025. \n   \n Disposal of EMD \n Following a number of unsolicited approaches in early 2023, we undertook a strategic review and concluded that divesting the Energy Management Division was in the best interests of shareholders. The separation was completed during the period, albeit with greater complexity than initially expected. The circa £25.0 million cash proceeds enabled us to repay the majority of our debt and strengthen our cash position. \n   \n The terms of the disposal allowed for potential additional consideration payments to eEnergy dependent on results for the division from completion through to the end of September 2025. As the post-sale results of the EMD have been lower than the Board was anticipating, the prospect for further deferred consideration is now considered unlikely. Accordingly, no deferred consideration has been recognised in the balance sheet as at 31 December 2024. \n   \n Accounting adjustments and disclaimer of audit opinion \n As previously disclosed in January's Trading Update, accounting discrepancies were identified (principally due to inaccurate project accounting balances). The origin of the accounting misstatements was not in FY2024 but in prior accounting periods. To correct the opening balances in the balance sheet as at 31 December 2023, which then flow through into the December 2024 balance sheet, we have therefore restated the historical results via prior period adjustments. \n   \n We have addressed the cash burn through cost reductions, increasing the rate of sales, and implementing tighter controls over pricing decisions. \n   \n In addition, our auditor PKF who have been the Company's auditor since 2019 have issued a disclaimer of opinion on the financial statements for the year ended 31 December 2024. PKF were unable to provide an audit opinion, inter alia , as they were unable to obtain adequate supporting evidence for project accounting transactions, impacting the cut off of group revenue and group cost of sales. As a result, PKF was unable to obtain sufficient appropriate audit evidence over the accuracy of the opening reserves and the prior period restatements as at 1 January 2024 and 1 July 2022. Further details may be found in the audit report set out in full further below. \n   \n The Directors believe that the FY2024 results are prepared on a true and fair basis and that the FY2023 restated results are fairly stated. The FY2 02 4 financial statements have been prepared on a going concern basis. The Board now believes the upgraded financial controls across the business and the reorganisation of the Finance function to be more outward facing supporting the operations, which will bring greater certainty to the forecasting of revenue, profit and cash. \n   \n Board \n Post the disposal of the Energy Management Division in February 2024, I succeeded John Foley as Chairman, while David Nicholl, Non-Executive Director, transitioned to an advisory role, ensuring continuity during this period of change. At the same time, we were pleased to welcome John Hornby to the Board as a Non-Executive Director. John is Chief Executive Officer of Luceco plc which, following its strategic investment into the Company in November 2023, holds an interest of circa 10% of eEnergy's issued shares. \n   \n In October 2024, John Gahan joined as Chief Financial Officer, from Simbec-Orion Group. Previously, John was at Sprue Aegis plc (renamed FireAngel Safety Technology plc), an AIM-quoted technology products business, where he was Finance Director, overseeing the Company's AIM IPO and significant growth thereafter.  John qualified as a Chartered Accountant with KPMG, is a Fellow of the Institute of Chartered Accountants of England and Wales, and has extensive financial, commercial and operational experience. \n   \n ESG \n We have made substantial progress in shaping our sustainability strategy and advancing our commitment to ESG best practices. Following the completion of our materiality assessment in May, we developed a comprehensive, tailored sustainability strategy and established an integrated ESG reporting framework. This framework features a robust carbon emissions reporting mechanism and sets out clear, measurable commitments to track and demonstrate our progress. \n   \n To provide a solid benchmark for our ongoing efforts, we undertook an EcoVadis assessment towards the end of the year, achieving a Bronze rating shortly after the financial year-end. Further details, including specific environmental and social initiatives implemented during the year, are available in the ESG section of our annual report and separately on our website. \n   \n Outlook \n The Board is confident that the comprehensive response by the executive team has properly addressed the identified legacy accounting issues. We have established effective control mechanisms to prevent future occurrences and avoid any further operational disruption. \n   \n As we approach the end of H12025, the Board is optimistic about the prospects for the current year as a whole.  Our substantially debt-free, clean balance sheet, our streamlined operations, and our client project funding facilities of £100 million from Redaptive and the £40 million from NatWest provide a solid foundation for growth. Cash generation from improving project gross margins and better net working capital management remain a key focus for the Board and management in FY2025. \n   \n Net Zero ambitions continue to be a growth driver for our business, particularly for the public sector. For all organisations, the financial benefits of reclaiming energy spend remain a consistent priority. \n   \n While we are mindful of macroeconomic uncertainties, we are confident that our focus on governance, risk-aware expansion, and stakeholder alignment will drive sustained value creation. Our mission is to create long-term value for shareholders while ensuring robust oversight of operational and financial risks. \n   \n On behalf of the Board, I thank all of our stakeholders for their continued trust and support. \n   \n Andrew Lawley \n Non-executive Chair \n 30 June 2025 \n   \n   \n CEO Statement \n I am pleased to write to shareholders after what has been a highly significant and successful past 12 months, which has seen the Company achieve record quarterly revenue numbers in H2 and post-full year revenue growth. This is the fourth consecutive year of revenue growth and illustrates the opportunity for our business to continue to grow market share as the leading Energy-as-a-Service provider in the UK for education and further expand our position in the complementary healthcare sector. \n   \n Strategy \n   \n The first six months was a period in which we spent considerable efforts on realigning the business and laying the foundations for our next chapter as a nimble pure play Net Zero energy services company following the successful sale of our Energy Management Division. \n   \n The realignment has seen us focus on improving efficiencies and making key hires to our Board and management team which included the notable appointment of John Gahan who joined as the Company's Chief Financial Officer in October 2024. \n   \n I would also like to thank John and his new team who have undertaken a significant evaluation exercise on our reporting systems. We now have in place a much strengthened and disciplined finance department, and the Board believes the accounts now show a true and fair view of the financial results for the year and the balance sheet as at 31 December 2024. \n   \n At our interim results, I reported on what had been a challenging 12 months for our market caused by temporary macro events. Despite these headwinds we had a strong and growing sales pipeline that gave us confidence that the market would return to normalised levels. I am pleased to report that the market conditions have significantly improved in line with our expectations, and we have seen a significant rebound which saw us break sales records for Q3 and again in Q4. \n   \n The transition to Net Zero remains an important growth driver for eEnergy as organisations have a renewed focus on energy reduction initiatives and clean energy generation solutions, particularly in the public sector. For all business, a primary motivation, regardless of the economic climate, is the financial benefit of reclaiming energy spend. The financial savings achieved through effective energy management consistently drive decision-making. Within this, our capital-free funding model continues to resonate particularly strongly with the education sector, including Independent Schools and Multi-Academy Trusts, enabling them to unlock significant savings and improve sustainability without upfront investment. \n   \n Revenue increased by 71% on restated annualised FY2023 figures, driven by strong demand for LED lighting conversions and solar solutions as customers sought energy supply security and stability. Adjusted EBITDA after central costs was £0.6 million, reflected tighter cost controls and improved gross margins. We exited FY2024 substantially debt-free, with net cash of £2.3 million, enabling investment in high-return projects and underpinning our growth ambitions. \n   \n With an emphasis on strengthening our routes to market, we doubled our direct sales team, implemented a regional model, boosted our partner network, and created a dedicated bid team with a focus on frameworks. We have strengthened our position with our appointments to CCS, Lexica, NHS Commercial Solutions, and Proactis frameworks to streamline procurement and unlock direct award opportunities. \n   \n The year saw significant strategic contract wins in education, private and public sector hospitals, and C&I. The signing of a £1.0 million contract with Newcastle College Group to deliver a full LED lighting conversion amplified our presence in the further education sector.  This is clear evidence of eEnergy's strategy to accelerate energy efficiency solutions through frameworks, competitive tenders and reducing sales cycles. Our inclusion on the NHS Commercial Solutions Sustainable Estates Framework, and subsequently through this framework post year-end, a £0.5 million contract win with University Hospitals Plymouth NHS Trust, positions us strategically in the healthcare market while showcasing our framework strategy's proven impact. \n   \n The cost of solar development plus the cost of energy has reached an inflection point, making solar more commercially viable. eEnergy's solar offering continued to rapidly expand during the year, with solar revenues increasing significantly to 42% of total revenue, supported by our \"SolarLife\" platform that we launched post year-end, which combines installation with long-term maintenance contracts. \n We signed our largest-ever solar installation worth £5.2 million with Spire Healthcare, which demonstrates our dedication to deliver innovative energy efficiency solutions for our clients, whilst showcasing our multi-project and multi-site abilities. The contract showcases eEnergy's position within the healthcare industry and reflects the trust our clients place in our ability to optimise their energy consumption while reducing costs and environmental impact \n In March 2024, we announced the new £40 million Project Funding Facility with NatWest, to finance energy efficiency and onsite generation technologies for the Group's public sector customers. This facility unlocked larger multi-technology decarbonisation projects, enhancing recurring income streams. \n Post year-end we signed a £100 million funding partnership with Redaptive. This provides a huge growth opportunity for eEnergy, giving us the firepower to deliver more funded decarbonisation projects, faster, and across every sector. The partnership establishes eEnergy as one of Redaptive's dedicated delivery partners for Redaptive-initiated projects in the UK. This collaboration not only provides access to capital but also leverages Redaptive's global footprint, enabling us to accelerate our mission, remove financial barriers, and deliver clean energy solutions to a greater number of organisations on their journey to Net Zero. We look forward to seeing the benefits of our partnership with Redaptive develop in the balance of FY2025. \n The wider market and the race to Net Zero \n We believe the future trajectory of Net Zero is now strong. Momentum continues and is strengthened by the UK government's ambitious Net Zero policies driving regulatory and funding support (PSDS, NEEF, ESOS). \n Our position within the race to Net Zero is compelling given the regulatory environment and increasing corporate sustainability mandates. The UK's commitment to Net Zero by 2050, coupled with interim carbon budgets and sectoral decarbonisation strategies, has created an explosive five-year window for energy efficiency and renewable energy deployment. This backdrop, combined with rising energy costs and corporate ESG commitments, continues to drive robust demand across our education and healthcare target markets. \n As previously reported, we commissioned independent research to ascertain the addressable market in healthcare and education. The research identified the large opportunities within these sectors. The remaining addressable education market is 65% which management believe values the opportunity at c. £2 billion, with a 50% remaining addressable market in the NHS alone for LED lighting. \n Looking ahead \n FY2025 started with a substantially debt free balance sheet, a record forward order book, an upgraded operational management team and a reduced cost base. H22024's record momentum continued into Q12025 with a strong contracted revenue order book of £7.0 million (£1.0 million more than the £6.0 million revenue for the whole of H12024). \n We are more focused than ever on improving gross margin and cash generation through supply chain optimisation and solar lifecycle services. We look to continue to expand our geographic footprint within the healthcare sector and ever-improve our routes to market via direct sales and frameworks. \n After a period of restructuring, our simplified business model coupled with our strengthened balance sheet positions eEnergy to capitalise on the accelerating Net Zero transition and organisations' constant search to reduce costs. We are market leaders in our sector, serving education and healthcare organisations and are well placed to drive further significant growth. \n The Board is excited by the opportunities presented to eEnergy and believes that we have the platform and resources in place to take full advantage of these, with the Board confident in delivering long-term value for shareholders. \n Harvey Sinclair \n Chief Executive \n 30 June 2025 \n   \n   \n CFO statement \n   \n Introduction \n I was pleased to be appointed to the Board of eEnergy as the Chief Financial Officer on 1 October 2024.  Since joining, I have focussed on three key objectives: \n ·     Identify why historical cash generation lagged behind reported profitability, and make the business cash generative \n o  Undertook an extensive review of the balance sheet and working capital to understand the relationship between revenue, profit recognition and project cash flow. \n o  As disclosed in the Company's January 2025 Trading Update, identified that the balance sheet in FY2024 was materially overstated due to numerous historic accounting misstatements. \n o  Restated historical results via prior-period adjustments. The impact of the adjustments is summarised in the Financial Statements.  \n ·      Improve project gross margins and cash flow by: \n o  Working more closely with the Sales team to maximise profitability on new business, and greater collaboration with the Operational teams on project delivery to minimise gross margin leakage. \n o  Reviewing working capital to improve operational cash flow and seek to make every project cash generative throughout its duration. \n o  Implemented cost reduction program to improve operational gearing. \n o  Post-period funding facility with Redaptive for up to £100 million to improve cash flow alongside the existing NatWest facility. \n ·      Upgrade financial reporting and financial control to bring greater accountability \n o  Strengthened financial controls across the business and reorganised the finance function to be more outward facing, supporting operations and focussing on cash generation and profit improvements. \n o  Brought greater certainty to the forecasting of revenue, profit and cash, and to better understand the risk of delivering the sales pipeline forecast. \n o  Addressed legacy project accounting misstatements through a complete upgrade of financial controls and installed new processes on a consistent basis around the recognition of revenue and costs. \n Group key performance indicators \n \n \n \n \n   \n \n \n 12 months ended 31 December 2024 \n \n \n   \n \n \n   \n \n \n \n \n   \n \n \n Continuing operations \n £m \n \n \n Dis-continued operations \n £m \n \n \n Combined (non-statutory) \n £m \n \n \n \n \n Revenue \n   \n \n \n 25.1 \n \n \n 1.2 \n   \n \n \n 26.3 \n \n \n \n \n Adjusted EBITDA (before central costs) \n \n \n 3.1 \n \n \n - \n \n \n 3.1 \n \n \n \n \n Adjusted EBITDA % Revenue (before central costs) \n \n \n 12.5% \n \n \n - \n \n \n 11.9% \n \n \n \n \n Central costs \n \n \n (2.5) \n \n \n \n \n \n (2.5) \n \n \n \n \n Adjusted EBITDA (after central costs) \n \n \n 0.6 \n \n \n - \n \n \n 0.6 \n \n \n \n \n Cash and cash equivalents  \n \n \n 2.3 \n   \n \n \n - \n \n \n 2.3 \n   \n \n \n \n \n Net (debt) (incl IFRS16 liabilities) \n   \n \n \n (2.4) \n \n \n - \n \n \n (2.4) \n \n \n \n \n Operating cash flow before net working capital movements \n   \n \n \n (5.2) \n \n \n - \n \n \n (5.2) \n \n \n \n \n Net cash impact of exceptional items \n \n \n (2.1) \n \n \n - \n \n \n (2.1) \n \n \n \n \n Notes \n Adjusted EBITDA (before central costs) excludes all plc related costs and adjusting items. \n Adjusted EBITDA (after central costs) includes all plc related costs and excludes adjusting items. \n Results presentation \n Continuing operations represents the consolidated customer facing activities, encompassing the Group's energy reduction (LED), energy generation (solar) and EV charging services.  \n In FY2024, from continuing operations, statutory revenue was £25.1 million and Adjusted EBITDA after central costs was £0.6 million.  In H22024, Revenue was £19.1 million and Adjusted EBITDA after central costs was £2.6 million which generated EBITDA / Revenue of circa 13.6%. \n Adjusted EBITDA in FY2024, pre-central costs of £3.1 million was circa 12.3% as a % of Revenue. \n The Energy Management Division (EMD) was \"held for sale\" from a statutory reporting perspective in the 2023 18-month financial period (\"FY2023\") with circa one month's worth of trading with revenue of £1.2 million and break-even EBITDA in the statutory FY2024 results, until completion of the sale of that business on 9 February 2024.  Incorporating the EMD, non-statutory Revenue for the Group was £26.3 million and Adjusted EBITDA after central costs was £0.6 million for the period. \n The timing of the sale of the EMD business was important because the £25.0m cash injection funded the Group over the course of FY2024; it covered operating losses, net working capital outflows and exceptional cash costs of circa £2.1 million.  Post the sale of the EMD and after the repayment of substantially all debt, net cash decreased by £5.7 million from £8.0 million at the end of February 2024 (the month the EMD was sold) to £2.3m as at 31 December 2024.  \n Summary performance \n In spite of the prior year restatements, this was another period of significant growth in revenue for the business, with FY2024 revenue of £25.1 million showing an increase of 71% over the restated annualised FY2023 revenue of £14.7 million. The business has seen significant growth in both LED and solar revenues. \n Due to tighter controls over quotations, improved product sourcing arrangements with more competitive pricing from suppliers, reduced margin leakage and a significant reduction in loss making contracts, gross margin improved significantly to 34.7% in FY2024. Restated annualised FY2023 results gross margin was just 12.6%.  This was adversely affected by a provision for loss making contracts (which accounted for a circa 6.0% reduction in gross margin) and significantly higher product costs which were only materially reduced in H22024 through lower pricing from vendors. \n We have put considerable effort to ensure that all new projects are quoted only after we have completed sufficient up-front due diligence to establish an accurate estimate of the cost of installation.  This is - equivalent to an \"investment grade\" proposal - for approval by our customers which ensures a seamless project implementation. \n As a result of the higher revenue, improved margin and reduced operating costs, Adjusted FY2024 EBITDA post-central costs were positive at £0.6 million and Adjusted FY2024 EBITDA pre-central costs amounted to £3.1 million. \n NatWest facility and our partnership with Redaptive (announced post-period in May 2025) \n In FY2024, eEnergy entered into an agreement with National Westminster Bank Plc (\"NatWest\") to provide up to £40 million of project funding to finance energy efficiency and onsite generation technologies for the Group's public sector customers. Whilst this strengthened eEnergy's competitive position in tendering for large multi-site contracts in the public sector (as the Group has a funded offering), a review highlighted that the cash flow implications for eEnergy funding projects itself alongside NatWest was simply unsustainable.   \n Through our partnership with Redaptive Inc. (\"Redaptive\"), we have addressed this cash flow issue as Redaptive fully funds the customer project itself with no cash investment from eEnergy. eEnergy receives 100% of the project net revenue (revenue excluding the interest costs billed to the customer as part of the cost the customer sees), and the customer then pays Redaptive over the life of the project, providing an immediate cash benefit to the customer compared to its cash cost of its current energy. \n Working with Redaptive will significantly improve the cash generation of the business. We look forward to seeing the benefits of our partnership develop in H22025 and beyond.  We also expect to see significant referral opportunities from Redaptive through its US customer base with UK-based operations.  \n We have retained the NatWest facility as the interest rate is market leading, and where we have particularly price competitive tenders, we may still use NatWest to make our customer offering as price competitive as possible. \n Balance sheet,  working capital review and disclaimer of audit opinion   \n Following my appointment as the Chief Financial Officer on 1 October 2024, my team conducted an in-depth balance sheet review towards the end of FY2024.  This identified the balance sheet at that time was materially overstated due to accounting misstatements and that the genesis of the overstatements dated back over several years.  Identifying the appropriate adjustments to restate the current balance sheet was relatively straight forward. However, to adjust for the accounting misstatements, identifying which balances and by how much prior period balances should be restated has required a detailed and extensive review across different accounting periods and two different accounting systems.  This forensic exercise has taken many months to complete which has led to the results announcement being delayed until 30 June 2025.  \n As a consequence of the review, adjustments have been made to the results for the prior periods ended 30 June 2022 and 31 December 2023, which have been restated to remove the impact of the accounting misstatements.  For the year ended 30 June 2022, this has resulted in a £2.4 million increase in the Adjusted EBITDA loss and for 18-month period ended 31 December 2023, a £9.4 million increase in the Adjusted EBITDA loss. The balance sheets for each period end have also been restated.  As a result, the £23.8 million of reported net assets as at 31 December 2023 has been reduced by £12.5 million, 53% to £11.3 million.  The restated income statement and balance sheet have been reconciled to the reported results for the two prior periods respectively within the Financial Statements.  \n Since completing the review, we have overhauled the project accounting methodology and put in place effective controls to ensure that the over-recognition of revenue and under-recognition of costs - which were the principal drivers of the accounting misstatements - cannot happen again.  \n Despite the auditors providing a disclaimer of opinion, as detailed in the Chairman's statement above, based on the forensic work undertaken over the past six months, the Board is comfortable that the restated closing FY2023 balance sheet, the income statement for the year and the closing balance as at 31 December 2024 together provide a true and fair view of the loss for the Group for the year and its closing net asset position.  \n Disposal of EMD \n In February 2024, the sale of the EMD to Flogas Britain Ltd (a subsidiary of DCC PLC) was completed for a cash consideration of circa £25.0 million. Completion of the disposal confirms a modest loss on disposal but critically provided the Group with significant net cash at a time when the business needed cash. Whilst the terms of the transaction allowed for potential additional consideration payments to eEnergy - linked to the net cash generated by EMD from completion through to 30 September 2025 - as the post-sale results have been lower than the Board anticipated, the prospect for recovering further deferred consideration is considered unlikely.  Therefore, no deferred consideration has been recognised in the balance sheet as at 31 December 2024. The accounting misstatements detailed above are not related to the EMD business or its disposal. \n Summary and FY2025 Outlook \n I take this opportunity to thank the finance team for their help and incredible support to investigate the accounting misstatements and to restate the prior period results.  This work has taken a significant amount of time.  Having completed this immensely time-consuming exercise, we have refocused our efforts on driving operational improvements to focus on profit and cash flow. \n We are confident that we have identified and addressed the cause of the legacy issues and put in place effective controls to ensure that there will be no re-occurrence going forward.  \n To protect the underlying profitability of the Group and put the business onto a stronger cash generative footing, we have made further reductions to the cost base.  Critically, we expect to be cash positive in H12025 (so we have stemmed the cash burn) and be further cash generative in H22025.  \n This is now a crucial turning point in the Group's history, and we are now poised for cash generative growth with improved operational gearing, pricing under control and working capital under control. \n   \n John Gahan \n Chief Financial Officer \n 30 June 2025 \n   \n   \n Independent auditor's report to the members of eEnergy Group plc \n Disclaimer of opinion \n We were engaged to audit the financial statements of eEnergy Group Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of cashflows, Consolidated statement of changes in equity, Company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of Companies Act 2006. The financial reporting framework that has been adopted in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS101 Reduced Disclosures Framework (United Kingdom Generally Accepted Accounting Practice). \n We do not express an opinion on the accompanying financial statements of the group and parent company. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. \n Basis for disclaimer of opinion \n In seeking to form an opinion on the financial statements, we considered the implications of the significant uncertainties disclosed in the financial statements concerning the following matters: \n ·    For the year ended 31 December 2024, the group reported revenue of £25.1m (18 months ended 31 December 2023 £22m). In the absence of adequate supporting evidence for project accounting transactions, we have been unable to obtain sufficient appropriate audit evidence over the cut off, occurrence and accuracy of revenue of the periods presented. \n ·    For the year ended 31 December 2024 , the group reported cost of sales of £16.4m (18 months ended 31 December 2023 £19.2m). In the absence of adequate supporting evidence for project accounting transactions we have been unable to obtain sufficient appropriate audit evidence over the cut off, completeness and accuracy of cost of sales. \n ·    Due to issues over the cut off of revenue and associated project accounting balances between 2023 and 2024, as a result of the above, we do not have sufficient appropriate audit evidence over the accuracy of opening reserves and the prior period restatement as at 1 January 2024 and 1 July 2022. \n Other information \n The other information comprises the information included in the strategic and directors' reports, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the strategic and directors' reports. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. \n   \n Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we are unable to determine whether a material misstatement of other information exists. \n   \n Opinion on other matters prescribed by the Companies Act 2006 \n Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit: \n ·    the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and \n ·    the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. \n Matters on which we are required to report by exception \n Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to determine whether there are any material misstatements in the strategic report or the directors' report. \n Arising from the limitation of our work referred to above: \n ·    we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and \n ·    we were unable to determine whether adequate accounting records have been kept. \n We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: \n ·    returns adequate for our audit have not been received from branches not visited by us; or \n ·    the financial statements are not in agreement with the accounting records and returns; or \n ·    certain disclosures of directors' remuneration specified by law are not made. \n Responsibilities of directors \n As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. \n In preparing the group and parent company financial statements, the directors are responsible for assessing the group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group and parent company or to cease operations, or have no realistic alternative but to do so. \n Extent to which the audit was considered capable of detecting irregularities, including fraud \n Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: \n ·    We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, application of cumulative audit knowledge and experience of the sector. \n ·    We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from UK-adopted IAS and United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006 and the AIM Rules for Companies. \n ·    We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to enquiries of management and review of legal / regulatory correspondence and legal ledger accounts. \n ·    We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that estimates, judgements and assumptions applied by management regarding revenue recognition, project completion, project accounting, the assessment of impairment of goodwill and intangible assets gave the greatest potential for management bias. \n ·    As in all of our audits, we attempted to address the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We were unable to obtain sufficient appropriate audit evidence in this regard. \n ·    We communicated the risk of non-compliance with laws and regulations, including fraud, to the component auditor who incorporated this into their testing, which was reviewed by the group audit team. \n Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. \n Auditor's responsibilities for the audit of the financial statements \n Our responsibility is to conduct an audit of the group and parent company's financial statements in accordance with ISAs (UK) and to issue an auditor's report. \n However, because of the matters described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. \n We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. \n Use of our report \n This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. \n   \n \n \n \n \n Karen Egan (Senior Statutory Auditor) \n \n \n 15 Westferry Circus \n \n \n \n \n For and on behalf of PKF Littlejohn LLP \n \n \n Canary Wharf \n \n \n \n \n Statutory Auditor \n \n \n London E14 4HD \n \n \n \n \n   \n 30 June 2025 \n   \n Consolidated statement of comprehensive income \n   \n \n \n \n \n \n \n \n \n   \n \n \n \n \n   \n   \n Note \n \n \n \n \n Year to \n 31 December \n  2024 \n £'000 \n \n \n \n \n 18 months to 31 December 2023 \n (Restated) i \n £'000 \n \n \n \n \n \n \n \n \n \n \n \n Continuing operations \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Revenue from contracts with customers \n \n \n 6 \n \n \n 25,057 \n \n \n 22,032 \n \n \n \n \n \n \n \n \n \n \n \n Cost of sales \n \n \n \n \n   \n \n \n \n \n (16,374) \n \n \n \n \n (19,238) \n \n \n \n \n \n \n \n \n \n \n \n Gross profit \n \n \n \n \n \n 8,683 \n \n \n 2,794 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Administrative expenses \n \n \n 7 \n \n \n (14,855) \n \n \n (15,792) \n \n \n \n \n \n \n \n \n   \n \n \n \n \n Distribution costs \n \n \n \n \n   \n \n \n \n \n (1,270) \n \n \n \n \n (995) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n Operating Loss \n \n \n \n \n \n (7,442) \n \n \n (13,993) \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Finance income \n \n \n 10 \n \n \n 257 \n \n \n - \n \n \n \n \n \n \n \n \n \n \n \n Finance costs \n \n \n \n \n 10 \n \n \n \n \n (2,317) \n \n \n \n \n (2,350) \n \n \n \n \n \n \n \n \n \n \n \n \n Loss before tax \n \n \n \n \n   \n \n \n \n \n (9,502) \n \n \n \n \n (16,343) \n \n \n \n \n \n \n \n \n \n \n \n \n Tax \n \n \n \n \n 11 \n \n \n \n \n 1,644 \n \n \n \n \n 333 \n \n \n \n \n \n \n \n \n \n \n \n \n Loss for the period/year from continuing operations \n \n \n \n \n   \n \n \n \n \n (7,858) \n \n \n \n \n (16,010) \n \n \n \n \n \n \n \n \n \n \n \n Discontinued operations \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (Loss) / profit after tax for the year from discontinued operations \n \n \n \n \n 5 \n \n \n \n \n (325) \n \n \n \n \n 3,416 \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n Loss for the year \n \n \n \n \n   \n \n \n \n \n (8,183) \n \n \n \n \n (12,594) \n \n \n \n \n \n \n \n \n \n \n \n Other comprehensive income \n Items that may be reclassified subsequently to profit and loss \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Translation of foreign operations \n \n \n \n \n   \n \n \n \n \n 317 \n \n \n \n \n (61) \n \n \n \n \n \n \n \n \n \n \n \n \n Total other comprehensive loss \n \n \n \n \n   \n \n \n \n \n 317 \n \n \n \n \n (61) \n \n \n \n \n \n \n \n \n \n \n \n \n Total comprehensive loss for the year \n \n \n \n \n   \n \n \n \n \n (7,866) \n \n \n \n \n (12,655) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Basic and diluted loss per share from continuing operations \n \n \n \n \n 12 \n \n \n \n \n (2.03p) \n \n \n \n \n (4.52p) \n \n \n \n \n \n \n \n \n   \n i.     Following the identification of material accounting misstatements, the Directors have restated the prior period comparatives.  See note 3 for further details and analysis. \n ii.    Items of income and expense that are considered by management for designation as adjusting items include items such as significant corporate restructuring costs, acquisition and disposal related costs, changes in initial recognition of contingent consideration and share-based payment expenses. These are further analysed in note 7. \n   \n \n \n \n \n \n \n \n \n Reconciliation to Adjusted EBITDA (Non-GAAP Measure) \n \n \n \n \n   \n   \n Note \n \n \n \n \n Year to \n 31 December \n  2024 \n £'000 \n \n \n \n \n 18 months to 31 December 2023 \n (Restated) i \n £'000 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Operating Loss \n \n \n \n \n \n (7,442) \n \n \n (13,993) \n \n \n \n \n \n \n \n \n \n \n Adjustments for: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Depreciation and Amortisation \n \n \n 7 \n \n \n 412 \n \n \n 683 \n \n \n \n \n \n \n \n \n \n \n Adjusting items \n \n \n 7 \n \n \n 7,591 \n \n \n 3,657 \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n Adjusted EBITDA (Non-GAAP Measure) \n \n \n \n \n \n 561 \n \n \n (9,653) \n \n \n \n \n \n \n \n   \n Consolidated statement of financial position \n   \n \n \n \n \n \n   \n \n \n \n \n   \n   \n Note \n \n \n \n \n As at \n 31 December \n  2024 \n   \n £'000 \n \n \n \n \n As at \n 31 December \n 2023 \n (Restated) i £'000 \n \n \n \n \n As at \n 30 June \n 2022 \n ( Restated) i £'000 \n \n \n \n \n \n NON-CURRENT ASSETS \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Property, plant and equipment \n \n \n 13 \n \n \n 227 \n \n \n 292 \n \n \n 458 \n \n \n \n \n Intangible assets \n \n \n 14 \n \n \n 3,443 \n \n \n 3,465 \n \n \n 28,733 \n \n \n \n \n Right-of-use assets \n \n \n 20 \n \n \n 560 \n \n \n 502 \n \n \n 777 \n \n \n \n \n Trade and other receivables \n \n \n 17 \n \n \n - \n \n \n 818 \n \n \n - \n \n \n \n \n Financial assets \n \n \n 28 \n \n \n 12,848 \n \n \n 8,286 \n \n \n 6,163 \n \n \n \n \n \n Deferred tax asset \n \n \n \n \n 22 \n \n \n \n \n 2,540 \n \n \n \n \n 1,138 \n \n \n \n \n 1,071 \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 19,618 \n \n \n \n \n 14,501 \n \n \n \n \n 37,202 \n \n \n \n \n \n CURRENT ASSETS \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Inventories \n \n \n 16 \n \n \n - \n \n \n 177 \n \n \n 809 \n \n \n \n \n Trade and other receivables \n \n \n 17 \n \n \n 5,424 \n \n \n 2,422 \n \n \n 13,906 \n \n \n \n \n Financial assets \n \n \n 28 \n \n \n 2,179 \n \n \n 1,621 \n \n \n 1,090 \n \n \n \n \n \n Cash and cash equivalents \n \n \n \n \n 18 \n \n \n \n \n 2,317 \n \n \n \n \n 597 \n \n \n \n \n 2,542 \n \n \n \n \n \n \n \n \n \n \n \n 9,920 \n \n \n 4,817 \n \n \n 18,347 \n \n \n \n \n \n Disposal group classified as held for sale \n \n \n \n \n 5 \n \n \n \n \n - \n \n \n \n \n 34,997 \n \n \n \n \n - \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 9,920 \n \n \n \n \n 39,814 \n \n \n \n \n 18,347 \n \n \n \n \n \n \n TOTAL ASSETS \n \n \n \n \n   \n \n \n \n \n 29,538 \n \n \n \n \n 54,315 \n \n \n \n \n 55,549 \n \n \n \n \n \n CURRENT LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 19 \n \n \n 9,261 \n \n \n 14,540 \n \n \n 16,852 \n \n \n \n \n Lease liabilities \n \n \n 20 \n \n \n 189 \n \n \n 189 \n \n \n 542 \n \n \n \n \n Provisions \n \n \n 23 \n \n \n 510 \n \n \n 646 \n \n \n - \n \n \n \n \n Financial liabilities \n \n \n 28 \n \n \n 435 \n \n \n - \n \n \n - \n \n \n \n \n \n Borrowings \n \n \n \n \n 21 \n \n \n \n \n 490 \n \n \n \n \n 8,030 \n \n \n \n \n 11 \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 10,885 \n \n \n \n \n 23,405 \n \n \n \n \n 17,405 \n \n \n \n \n \n \n Disposal group classified as held for sale \n \n \n \n \n 5 \n \n \n \n \n - \n \n \n \n \n 7,852 \n \n \n \n \n - \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 10,885 \n \n \n \n \n 31,257 \n \n \n \n \n 17,405 \n \n \n \n \n \n \n Net current (liabilities) / assets \n \n \n \n \n   \n \n \n \n \n (965) \n \n \n \n \n 8,557 \n \n \n \n \n 942 \n \n \n \n \n \n NON-CURRENT LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Lease liabilities \n \n \n 20 \n \n \n 501 \n \n \n 384 \n \n \n 349 \n \n \n \n \n Borrowings \n \n \n 21 \n \n \n 3,543 \n \n \n - \n \n \n 5,011 \n \n \n \n \n Deferred tax liability \n \n \n 22 \n \n \n 115 \n \n \n 944 \n \n \n 1,318 \n \n \n \n \n Provisions \n \n \n 23 \n \n \n 394 \n \n \n - \n \n \n 860 \n \n \n \n \n Financial liabilities \n \n \n 28 \n \n \n 8,793 \n \n \n 10,405 \n \n \n 8,210 \n \n \n \n \n \n Other non-current liabilities \n \n \n \n \n   \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 2,252 \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 13,346 \n \n \n \n \n 11,733 \n \n \n \n \n 18,000 \n \n \n \n \n \n \n TOTAL LIABILITIES \n \n \n \n \n   \n \n \n \n \n 24,231 \n \n \n \n \n 42,990 \n \n \n \n \n 35,405 \n \n \n \n \n \n \n NET ASSETS \n \n \n \n \n   \n \n \n \n \n 5,307 \n \n \n \n \n 11,325 \n \n \n \n \n 20,144 \n \n \n \n \n \n EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Issued share capital \n \n \n 24 \n \n \n 16,494 \n \n \n 16,494 \n \n \n 16,373 \n \n \n \n \n Share premium \n \n \n 24 \n \n \n 49,319 \n \n \n 49,319 \n \n \n 47,360 \n \n \n \n \n Other reserves \n \n \n 25 \n \n \n 2,103 \n \n \n 2,017 \n \n \n 261 \n \n \n \n \n Reverse acquisition reserve \n \n \n 25 \n \n \n (35,246) \n \n \n (35,246) \n \n \n (35,246) \n \n \n \n \n Foreign currency translation reserve \n \n \n \n \n \n 118 \n \n \n (199) \n \n \n (138) \n \n \n \n \n \n Accumulated losses \n \n \n \n \n   \n \n \n \n \n (27,481) \n \n \n \n \n (21,060) \n \n \n \n \n (8,389) \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 5,307 \n \n \n \n \n 11,325 \n \n \n \n \n 20,221 \n \n \n \n \n \n \n Non-controlling interest \n \n \n \n \n   \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (77) \n \n \n \n \n \n \n TOTAL EQUITY \n \n \n \n \n   \n \n \n \n \n 5,307 \n \n \n \n \n 11,325 \n \n \n \n \n 20,144 \n \n \n \n \n \n   \n i.     Following the identification of material accounting misstatements, the Directors have restated the prior and prior prior period comparatives. See note 3 for further details and analysis. \n   \n These financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on their behalf: \n   \n John Gahan \n Director \n   \n Company statement of financial position \n Company number: 05357433 \n   \n \n \n \n \n \n   \n \n \n \n \n   \n   \n Note \n \n \n \n \n As at \n 31 December \n  2024 \n £'000 \n \n \n \n \n As at \n 31 December \n 2023 \n (Restated) i \n £'000 \n \n \n \n \n \n NON-CURRENT ASSETS \n \n \n \n \n \n \n \n \n \n \n \n \n \n Property, plant and equipment \n \n \n 13 \n \n \n 19 \n \n \n 26 \n \n \n \n \n Intangible assets \n \n \n 14 \n \n \n 70 \n \n \n 75 \n \n \n \n \n Right-of-use assets \n \n \n 20 \n \n \n 129 \n \n \n 128 \n \n \n \n \n Trade and other receivables \n \n \n 17 \n \n \n 23,963 \n \n \n 24,574 \n \n \n \n \n \n Investment in subsidiary \n \n \n \n \n 15 \n \n \n \n \n 6,574 \n \n \n \n \n 6,574 \n \n \n \n \n \n \n   \n \n \n \n \n   \n \n \n \n \n 30,755 \n \n \n \n \n 31,377 \n \n \n \n \n \n CURRENT ASSETS \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables i \n \n \n 17 \n \n \n 307 \n \n \n 617 \n \n \n \n \n \n Cash and cash equivalents \n \n \n \n \n 18 \n \n \n \n \n 175 \n \n \n \n \n 56 \n \n \n \n \n \n \n \n \n \n \n \n 482 \n \n \n 673 \n \n \n \n \n \n TOTAL ASSETS \n \n \n \n \n   \n \n \n \n \n 31,237 \n \n \n \n \n 32,050 \n \n \n \n \n \n CURRENT LIABILITIES \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 19 \n \n \n 8,851 \n \n \n 1,854 \n \n \n \n \n Lease liability \n \n \n 20 \n \n \n 132 \n \n \n 132 \n \n \n \n \n \n Borrowings \n \n \n \n \n 21 \n \n \n \n \n - \n \n \n \n \n 2,960 \n \n \n \n \n \n \n \n \n \n \n \n 8,983 \n \n \n 4,946 \n \n \n \n \n \n TOTAL LIABILITIES \n \n \n \n \n   \n \n \n \n \n 8,983 \n \n \n \n \n 4,946 \n \n \n \n \n \n \n NET ASSETS \n \n \n \n \n   \n \n \n \n \n 22,254 \n \n \n \n \n 27,104 \n \n \n \n \n \n EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT \n \n \n \n \n \n \n \n \n \n \n \n \n \n Issued share capital \n \n \n 24 \n \n \n 16,494 \n \n \n 16,494 \n \n \n \n \n Share premium \n \n \n 24 \n \n \n 49,319 \n \n \n 49,319 \n \n \n \n \n Other reserves \n \n \n 25 \n \n \n 2,069 \n \n \n 1,983 \n \n \n \n \n \n Accumulated losses \n \n \n \n \n   \n \n \n \n \n (45,628) \n \n \n \n \n (40,692) \n \n \n \n \n \n \n TOTAL EQUITY \n \n \n \n \n   \n \n \n \n \n 22,254 \n \n \n \n \n 27,104 \n \n \n \n \n \n   \n i.     Following the identification of material accounting misstatements, the Directors have restated the prior period comparatives. The prior period comparatives for trade and other receivables includes a balance of £24,574,000 relating to intercompany receivables previously presented separately on the face of the Statement of financial position as current assets. \n   \n A separate Statement of comprehensive income for the Parent Company has not been presented, as permitted by section 408 of the Companies Act 2006. The Company's loss for the period was £6,698,000 (2023: loss of £5,742,000). \n These financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on their behalf: \n   \n John Gahan \n Director \n   \n Consolidated statement of cashflows \n For the year ended 31 December 2024 \n   \n \n \n \n \n \n \n \n \n \n \n \n Group \n \n \n \n \n \n \n \n \n \n   \n   \n \n \n \n \n Note \n \n \n \n \n Year to \n 31 December \n 2024 \n   \n £'000 \n \n \n \n \n Period to \n 31 December \n 2023 \n (Restated) i \n £'000 \n \n \n \n \n   \n \n \n \n \n \n Operating (loss)/profit (profit before interest & tax) \n \n \n \n \n \n (7,442) \n \n \n (13,993) \n \n \n \n \n \n \n \n \n Depreciation & amortisation \n \n \n \n \n 7 \n \n \n \n \n 412 \n \n \n \n \n 683 \n \n \n \n \n   \n \n \n \n \n \n EBITDA continuing operations \n \n \n \n \n \n (7,030) \n \n \n (13,310) \n \n \n \n \n \n \n \n \n EBITDA discontinued operations \n \n \n \n \n 5 \n \n \n \n \n 8 \n \n \n \n \n 4,844 \n \n \n \n \n   \n \n \n \n \n \n \n EBITDA \n \n \n \n \n 4 \n \n \n \n \n (7,022) \n \n \n \n \n (8,466) \n \n \n \n \n   \n \n \n \n \n \n Adjustments for: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   Shares and warrants issue to settle expenses \n \n \n 10 \n \n \n 228 \n \n \n 136 \n \n \n \n \n \n \n \n   Share-based payment expense \n \n \n 30 \n \n \n 1,620 \n \n \n 760 \n \n \n \n \n \n \n \n \n   Gain on derecognition of contingent consideration \n \n \n \n \n   \n \n \n \n \n - \n \n \n \n \n (448) \n \n \n \n \n   \n \n \n \n \n \n Operating cashflow before working capital movements \n \n \n \n \n \n (5,174) \n \n \n (8,018) \n \n \n \n \n \n \n \n   (Increase)/decrease in trade and other receivables \n \n \n \n \n \n (2,643) \n \n \n 4,797 \n \n \n \n \n \n \n \n   (Decrease) in trade and other payables \n \n \n \n \n \n (2,387) \n \n \n (6,841) \n \n \n \n \n \n \n \n   (Increase) in financial assets \n \n \n \n \n \n (5,120) \n \n \n (2,860) \n \n \n \n \n \n \n \n   (Decrease)/increase in financial liabilities \n \n \n \n \n \n (1,808) \n \n \n 2,800 \n \n \n \n \n \n \n \n   Decrease in inventories \n \n \n \n \n \n 177 \n \n \n 228 \n \n \n \n \n \n \n \n   Increase in provisions \n \n \n \n \n \n 258 \n \n \n 896 \n \n \n \n \n \n \n \n \n   Increase / (decrease) in net accrued/deferred income \n \n \n \n \n   \n \n \n \n \n - \n \n \n \n \n 5,875 \n \n \n \n \n   \n \n \n \n \n \n \n Net cash (outflow) from operating activities \n \n \n \n \n   \n \n \n \n \n (16,697) \n \n \n \n \n (3,123) \n \n \n \n \n   \n \n \n \n \n \n Cash flow from investing activities \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash on disposal of discontinued operations (including cash disposed) \n \n \n 5 \n \n \n 22,874 \n \n \n - \n \n \n \n \n \n \n \n Cash out from exercise of options in acquired business \n \n \n \n \n \n - \n \n \n (100) \n \n \n \n \n \n \n \n Expenditure on intangible assets \n \n \n \n \n \n (18) \n \n \n (1,338) \n \n \n \n \n \n \n \n \n Purchase of property, plant and equipment \n \n \n \n \n   \n \n \n \n \n (13) \n \n \n \n \n (293) \n \n \n \n \n   \n \n \n \n \n \n \n Net cash inflow / (outflow) from investing activities \n \n \n \n \n   \n \n \n \n \n 22,843 \n \n \n \n \n (1,731) \n \n \n \n \n   \n \n \n \n \n \n Cash flows from financing activities \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Interest paid \n \n \n \n \n \n - \n \n \n (602) \n \n \n \n \n \n \n \n Repayment of lease liabilities \n \n \n 20 \n \n \n (357) \n \n \n (738) \n \n \n \n \n \n \n \n Proceeds from the issue of share capital, net of issue costs \n \n \n \n \n \n - \n \n \n 1,759 \n \n \n \n \n \n \n \n Proceeds from loans and borrowings \n \n \n 29 \n \n \n 4,603 \n \n \n 2,525 \n \n \n \n \n \n \n \n \n Repayment of borrowings \n \n \n \n \n 29 \n \n \n \n \n (8,707) \n \n \n \n \n - \n \n \n \n \n   \n \n \n \n \n \n \n Net cash (outflow) / inflow from financing activities \n \n \n \n \n   \n \n \n \n \n (4,461) \n \n \n \n \n 2,944 \n \n \n \n \n   \n \n \n \n \n \n Net increase / (decrease) in cash & cash equivalents \n \n \n \n \n \n 1,685 \n \n \n (1,910) \n \n \n \n \n \n \n \n \n Cash & cash equivalents at the start of the period ii \n \n \n \n \n   \n \n \n \n \n 632 \n \n \n \n \n 2,542 \n \n \n \n \n   \n \n \n \n \n \n \n Cash & cash equivalents at the end of the period ii \n \n \n \n \n 18 \n \n \n \n \n 2,317 \n \n \n \n \n 632 \n \n \n \n \n   \n \n \n \n \n \n   \n i.        Following the identification of material accounting misstatements, the Directors have restated the prior period comparatives. See note 3 for further details and analysis. \n ii.       Cash & cash equivalents as at 1 January 2024 included a balance of £35,000 included within the Energy Management Division discontinued operation. The opening cash balance as at 1 July 2022 has been restated to recognise an additional £740,000 in eEnergy EAAS Projects Limited which had not previously been consolidated. See note 3 for further details. \n   \n Refer note 29 for net debt reconciliation. \n   \n Consolidated statement of changes in equity \n For the period ended 31 December 2024 \n   \n \n \n \n \n \n   \n \n \n \n \n Share \n capital iii \n   \n £'000 \n \n \n \n \n Share \n premium \n   \n £'000 \n \n \n \n \n Reverse \n  acquisition \n reserve \n £'000 \n \n \n \n \n Other \n reserves \n   \n £'000 \n \n \n \n \n Foreign \n currency \n reserve \n £'000 \n \n \n \n \n Accumulated \n losses \n (Restated) \n £'000 \n \n \n \n \n Non- \n controlling \n interest \n £'000 \n \n \n \n \n Total \n equity \n   \n £'000 \n \n \n \n \n \n \n Balance at 30 June 2022 \n \n \n \n \n 16,373 \n \n \n \n \n 47,360 \n \n \n \n \n (35,246) \n \n \n \n \n 261 \n \n \n \n \n (138) \n \n \n \n \n (5,985) \n \n \n \n \n (77) \n \n \n \n \n 22,548 \n \n \n \n \n \n \n Restatement of opening reserves \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (2,404) \n \n \n \n \n - \n \n \n \n \n (2,404) \n \n \n \n \n \n \n Balance at 30 June 2022 - ( restated) iv \n \n \n \n \n 16,373 \n \n \n \n \n 47,360 \n \n \n \n \n (35,246) \n \n \n \n \n 261 \n \n \n \n \n (138) \n \n \n \n \n (8,389) \n \n \n \n \n (77) \n \n \n \n \n 20,144 \n \n \n \n \n \n Loss for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (2,521) \n \n \n - \n \n \n (2,521) \n \n \n \n \n Restatement to loss for the period \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (10,073) \n \n \n - \n \n \n (10,073) \n \n \n \n \n \n Other comprehensive loss \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (61) \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (61) \n \n \n \n \n \n \n Total comprehensive profit for the period attributable to equity holders of the parent \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (61) \n \n \n \n \n (12,594) \n \n \n \n \n - \n \n \n \n \n (12,655) \n \n \n \n \n \n Issue of shares for cash \n \n \n 105 \n \n \n 1,650 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,755 \n \n \n \n \n Issue of shares for acquisition of subsidiaries i \n \n \n 16 \n \n \n 309 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 325 \n \n \n \n \n Acquisition of balance of non-controlling interest ii \n \n \n - \n \n \n - \n \n \n - \n \n \n 860 \n \n \n - \n \n \n (77) \n \n \n 77 \n \n \n 860 \n \n \n \n \n Warrants \n \n \n - \n \n \n - \n \n \n - \n \n \n 136 \n \n \n - \n \n \n - \n \n \n - \n \n \n 136 \n \n \n \n \n \n Share-based payment \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 760 \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 760 \n \n \n \n \n \n \n Total transactions with owners \n \n \n \n \n 121 \n \n \n \n \n 1,959 \n \n \n \n \n - \n \n \n \n \n 1,756 \n \n \n \n \n - \n \n \n \n \n (77) \n \n \n \n \n 77 \n \n \n \n \n 3,836 \n \n \n \n \n \n \n Balance at 31 December 2023 - ( restated) \n \n \n \n \n 16,494 \n \n \n \n \n 49,319 \n \n \n \n \n (35,246) \n \n \n \n \n 2,017 \n \n \n \n \n (199) \n \n \n \n \n (21,060) \n \n \n \n \n - \n \n \n \n \n 11,325 \n \n \n \n \n \n Loss for the year \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (8,183) \n \n \n - \n \n \n (8,183) \n \n \n \n \n \n Other comprehensive loss \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 317 \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 317 \n \n \n \n \n \n \n Total comprehensive profit for the year attributable to equity holders of the parent \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 317 \n \n \n \n \n ( 8,183 ) \n \n \n \n \n - \n \n \n \n \n (7,866) \n \n \n \n \n \n Warrants \n \n \n - \n \n \n - \n \n \n - \n \n \n 228 \n \n \n - \n \n \n - \n \n \n - \n \n \n 228 \n \n \n \n \n Share-based payment \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,620 \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,620 \n \n \n \n \n \n Recycling of share-based payment reserve \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (1,762) \n \n \n \n \n - \n \n \n \n \n 1,762 \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n \n \n Total transactions with owners \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 86 \n \n \n \n \n - \n \n \n \n \n 1,762 \n \n \n \n \n - \n \n \n \n \n 1,848 \n \n \n \n \n \n \n Balance at 31 December 2024 \n \n \n \n \n 16,494 \n \n \n \n \n 49,319 \n \n \n \n \n (35,246) \n \n \n \n \n 2,103 \n \n \n \n \n 118 \n \n \n \n \n (27,481) \n \n \n \n \n - \n \n \n \n \n 5,307 \n \n \n \n \n \n   \n i.     Issue of share capital (non-cash) for settlement of contingent consideration, relating to the acquisition of Utility Team and acquisition of minority interests in eEnergy Insights. \n ii.    Relates to reversal of the put option provision, regarding the step acquisition of eEnergy Insights Limited, following acquisition of outstanding share capital. \n iii.   Share Capital is inclusive of £15,333 deferred share capital - refer to note 24. \n iv    Following the identification of material accounting misstatements, the Directors have restated the prior and prior prior period comparatives. This includes a restatement of £2,404,000 presented through the opening accumulated losses as at 30 June 2022. See note 3 for further details and analysis \n   \n   \n Company statement of changes in equity \n For the period ended 31 December 2024 \n   \n \n \n \n \n \n   \n \n \n \n \n Share \n capital [ i] \n £'000 \n \n \n \n \n Share \n premium \n £'000 \n \n \n \n \n Other \n reserves \n £'000 \n \n \n \n \n Accumulated \n losses \n £'000 \n \n \n \n \n Total \n equity \n £'000 \n \n \n \n \n \n \n Balance at 30 June 2022 \n \n \n \n \n 16,373 \n \n \n \n \n 47,360 \n \n \n \n \n 1,087 \n \n \n \n \n (34,950) \n \n \n \n \n 29,870 \n \n \n \n \n \n \n Loss for the period \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (5,742) \n \n \n \n \n (5,742) \n \n \n \n \n \n \n Total comprehensive loss for the period attributable to equity holders of the parent \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (5,742) \n \n \n \n \n (5,742) \n \n \n \n \n \n Issue of shares for cash \n \n \n 105 \n \n \n 1,650 \n \n \n - \n \n \n - \n \n \n 1,755 \n \n \n \n \n Issue of shares for acquisition of subsidiary \n \n \n 16 \n \n \n 309 \n \n \n - \n \n \n - \n \n \n 325 \n \n \n \n \n Warrants \n \n \n - \n \n \n - \n \n \n 136 \n \n \n - \n \n \n 136 \n \n \n \n \n \n Share-based payment \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 760 \n \n \n \n \n - \n \n \n \n \n 760 \n \n \n \n \n \n \n Total transaction with owners \n \n \n \n \n 121 \n \n \n \n \n 1,959 \n \n \n \n \n 896 \n \n \n \n \n - \n \n \n \n \n 2,976 \n \n \n \n \n \n \n Balance at 31 December 2023 \n \n \n \n \n 16,494 \n \n \n \n \n 49,319 \n \n \n \n \n 1,983 \n \n \n \n \n (40,692) \n \n \n \n \n 27,104 \n \n \n \n \n \n \n Loss for the year \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (6,698) \n \n \n \n \n (6,698) \n \n \n \n \n \n \n Total comprehensive loss for the year attributable to equity holders of the parent \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n (6,698) \n \n \n \n \n (6,698) \n \n \n \n \n \n Warrants \n \n \n - \n \n \n - \n \n \n 228 \n \n \n - \n \n \n 228 \n \n \n \n \n Share-based payment \n \n \n - \n \n \n - \n \n \n 1,620 \n \n \n - \n \n \n 1,620 \n \n \n \n \n Recycling of share-based payment reserve \n \n \n - \n \n \n - \n \n \n (1,762) \n \n \n 1,762 \n \n \n - \n \n \n \n \n \n Total transaction with owners \n \n \n \n \n - \n \n \n \n \n - \n \n \n \n \n 86 \n \n \n \n \n 1,762 \n \n \n \n \n 1,848 \n \n \n \n \n \n \n Balance at 31 December 2024 \n \n \n \n \n 16,494 \n \n \n \n \n 49,319 \n \n \n \n \n 2,069 \n \n \n \n \n (45,628) \n \n \n \n \n 22,254 \n \n \n \n \n \n   \n i.     Authorised and Issued share capital comprises 553,251,050,551 Deferred shares of £0.00001 - £15,332,511 and 387,224,625 ordinary shares of £0.003 - £1,161,674. \n   \n   \n Notes to the financial statements \n For the period ended 31 December 2024 \n   \n 1      General information \n eEnergy Group plc ('the Company') is a public limited company with its shares traded on the AIM market of the London Stock Exchange. eEnergy Group plc is a holding company of a group of companies (the 'Group'). \n eEnergy (AIM: EAAS) is the UK's leading digital energy services provider for B2B and public sector organisations reducing customers' energy costs with LED lighting, solar PV and EV charging.  Customers either purchase our energy-saving solutions outright (as capex) or we can provide a funded solution using third-party finance.  Either way, customers generate immediate cash savings post the installation of an eEnergy project. \n Our primary services include: \n ·       Reduce : LED lighting and controls. \n ·       Generate : Solar PV, ground mount, rooftop, and carport. \n ·       Charge : EV charging and management software. \n eEnergy has completed over 1,100 decarbonisation projects within the B2B and public sector. eEnergy is #1 in the education sector, having worked with over 840 schools, and installed over half a million LED lights, and improved the learning environment for over 443,000 students-enough to fill Wembley Stadium almost five times over. With circa 70% of UK schools yet to transition to LED lighting and over 90% yet to deploy solar, eEnergy estimates a significant addressable market to install rooftop solar, LED lighting, and EV charging infrastructure in UK schools. \n Our vision is clear: make Net Zero possible and profitable for every organisation. eEnergy is the market leader within the education sector and has been awarded the Green Economy Mark by London Stock Exchange.   \n The Company is incorporated and domiciled in England and Wales with its registered office at 20 St Thomas Street, London, England, SE1 9RS. The Company's registered number is 05357433. \n 2      Accounting policies \n IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity. \n 2.1   Basis of preparation \n The financial statements have been prepared in accordance with UK adopted international financial reporting standards ('UK IFRS') and with the requirements of the Companies Act 2006. \n The financial statements have been prepared under the historical cost convention as modified by financial assets at fair value through profit or loss and other comprehensive income, and the recognition of net assets acquired under the reverse acquisition at fair value. \n The preparation of financial statements in conformity with UK IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements, are disclosed in note 2.24. \n The financial statements present the results for the Group and the Company for the 12-month period ended 31 December 2024. The comparative period is for the 18 months ended 31 December 2023, and those results have been restated as outlined further in note 3. As such the results are not directly comparable between the current 12 month period and prior period comparative. \n The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently in the financial statements. The consolidated financial statements are prepared in Pounds Sterling, which is the Group and Company's functional and presentation currency, and are presented to the nearest £'000. \n The Energy Management Division, in accordance with IFRS 5, is disclosed separately as a discontinued operation and classified as held for sale on the 31 December 2023 balance sheet. \n The Company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council. During the current period eEnergy Group PLC has adopted Financial Reporting Standard 101 Reduced Disclosure framework for the presentation of the single entity financial statements, having previously presented under IFRS. There has been no impact as a result in the adoption of this accounting framework to the single entity financial statements, other than the disclosure exemptions applied. \n The Company only financial statements have therefore been prepared in accordance with FRS 101 (Financial Reporting Standard 101) 'Reduced Disclosure Framework' as issued by the Financial Reporting Council. As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, financial instruments, capital management and presentation of comparative information in respect of certain assets, presentation of a cashflow statement, standards not yet effective and related party transactions, Where required, equivalent disclosures are given in the consolidated Group accounts. \n The Directors have taken advantage of the exemption available under section 408 of the Companies Act and not presented a profit and loss account for the Company alone. The Company had a loss for the year of £6,698,000 (2023: loss of £5,742,000) and the Company received no dividend income in the current or prior year. \n 2.2   Prior period adjustments \n In Q4 of FY24 a forensic review uncovered widespread significant accounting misstatements in each of the three accounting periods to 31 December 2024, all of which have been adjusted for.  The errors were principally around the over-recognition of revenue, under-recognition of costs and errors in the project accounting.  We also identified further accounting misstatements around the recognition of SPVs as principal as opposed to agent under IFRS 15, bad debt provisioning and the lack of a provision for loss making contracts. \n The results for the prior periods have been restated to correct the accounting misstatements.  This has resulted in a £2.4 million increase in the Adjusted EBITDA loss for the year end 30 June 2022 and a £9.4 million increase in the Adjusted EBITDA loss for the 18 months ended 31 December 2023. The balance sheets for each period end have also been restated which has significantly reduced the Group's net assets.  At note 3, the restated Statement of Comprehensive Income and Statement of Financial Position have been reconciled to the reported results for the 18-month period to 31 December 2023 and the balance sheet as at that date. \n Since uncovering the accounting misstatements, we have overhauled the project accounting methodology and put in place new financial controls to ensure that the over-recognition of revenue and under-recognition of costs - which was the principal issue driving the understatement of the reported losses - cannot happen again.  We have also corrected the accounting entries around the recognition of revenue in the SPVs and tidied up the closing balance sheet to remove balances that should have been written off in prior periods.  Further commentary on the prior year adjustments is set out in the Chief Financial Officer's Overview. \n 2.3   New standards, amendments and interpretations \n The Group has applied the following new standards and interpretations for the first time for the annual reporting period commencing 1 January 2024: \n •       Amendments to IFRS 16: Lease Liability in a Sale and Leaseback; \n •       Amendments to IAS 1: Classification of Liabilities as Current or Non-Current; \n •       Amendments to IAS 1: Non-current Liabilities with Covenants: and \n •       Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements. \n The adoption of the standards and interpretations listed above has not led to any changes to the Group's accounting policies or had any other material impact on the financial position or performance of the Group. \n 2.4   New standards and interpretations not yet adopted \n New standards and interpretations that are in issue but not yet effective are listed below: \n •       Amendments to IAS 21: Lack of Exchangeability; \n •       Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments; \n •       Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture; \n •       IFRS 18: Presentation and Disclosure in Financial Statements; and \n •       IFRS 19: Subsidiaries without Public Accountability: Disclosures. \n With the exception of the adoption of IFRS 18, the adoption of the above standards and interpretations is not expected to lead to any changes to the Group's accounting policies nor have any other material impact on the financial position or performance of the Group. \n IFRS 18 was issued in April 2024 and is effective for periods beginning on or after 1 January 2027. Early application is permitted and comparatives will require restatement. The standard will replace IAS 1 Presentation of Financial Statements and although it will not change how items are recognised and measured, the standard brings a focus on the Statement of comprehensive income and reporting of financial performance. Specifically, it classifies income and expenses into three new defined categories - operating, investing and financing and two new subtotals operating profit and loss and profit or loss before financing and income tax, introduces disclosures of management defined performance measures (MPMs) and enhances general requirements on aggregation and disaggregation. The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 18 on these consolidated financial statements, however there is no impact on presentation for the Group in the current year given the effective date - this will be applicable for the Group's 2027/28 Annual Report. \n 2.5   Going concern \n The financial information has been prepared on a going concern basis, which assumes that the Group and Company will continue in operational existence for the foreseeable future. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant information about the current and future position of the Group and Company, including the current level of resources and the trading outlook over the going concern period, being at least 12 months from the date of approval of the financial statements. \n The sale of the Energy Management Division in February 2024 facilitated the repayment of virtually all of the Group's corporate debt facilities and substantially strengthened the balance sheet.  Other than the COVID Bounce Back Loan of circa £30,000 and the NatWest Customer Funding Facility, there was no external debt in the business as at 31 December 2024. \n The Directors note that there is continued macroeconomic and geo-political uncertainty.  eEnergy is a contracting business and carefully manages its sales pipeline to ensure new sales opportunities convert into revenue in sufficient quantities and at sufficient margins to allow the business to generate positive cash. The Directors believe the business is well placed to continue to deliver strong growth in revenue and cash flow. \n Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate. The financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis. \n 2.6   Basis of consolidation \n Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Specifically, the results of subsidiaries disposed of during the year are included in the Consolidated Statement of comprehensive income until the date when the Company ceases to control the Company, as presented within the share of results from discontinued operations prior to the sale of the Energy Management business. \n The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. \n Potential contingent consideration to be paid by the Group is assessed and recognised at fair value at the acquisition date. Subsequent changes to the fair value of contingent consideration is recognised either in profit or loss or as a change to other comprehensive income. \n Acquisition-related costs are expensed as incurred. Intercompany transactions, intercompany balances and unrealised gains or losses on transactions between Group companies are eliminated. Unrealised losses are also eliminated. \n 2.7   Foreign currency translation \n (i)     Functional and presentation currency \n          Items included in the individual financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Pounds Sterling, which is the Company's presentation and functional currency. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and liabilities be translated using the exchange rate at the period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). \n (ii)    Transactions and balances \n          Transactions denominated in a foreign currency are translated into the functional currency at the exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional currency at rates of exchange ruling at the balance sheet date. Gains or losses arising from settlement of transactions and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income for the period. \n (iii)   Group companies \n          The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: \n •       assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet; \n •       income and expenses for each Statement of comprehensive income are translated at approximately the average exchange rate during the period; and \n •       all resulting exchange rate differences are recognised as a separate component of equity. \n On consolidation, exchange rate differences arising from the translation of the net investment in foreign operations are taken to shareholders' equity. When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised in the Statement of comprehensive income as part of the gain or loss on sale. \n 2.8   Segmental reporting \n Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision maker, who are responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. \n The Directors have identified three segments; Energy Services, Group and the Energy Management Division (which was disposed of on 9 February 2024). The identified segments have independent revenue streams, established senior managers and are consistent with how the Group consolidates and manages the business. \n The Directors also undertake analysis of the Group in order to identify plc related costs from Group operating costs, in order to separately present the specific costs to the Group as a result of being AIM listed. \n 2.9   Impairment of non-financial assets \n Non-financial assets and intangible assets not subject to amortisation and are tested annually for impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. \n An impairment review is based on discounted future cash flows at an assumed discount rate of 12%. If the expected discounted future cash...

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