Photon Energy NvGPW: PEN

Entity & Consolidated Financial Report for Q3 2025

· Issued by Photon Energy NV

Photon Energy N.V.

Q3 2025 Report

For the period from 1 July to 30 September 2025

Amsterdam, The Netherlands



  1. Selected Financial Results
    1. Selected Consolidated, Unaudited Financial Results for Q3 2025

      In thousands of EUR

      Q3 2025

      Q3 2024

      Q1-Q3 2025

      Q1-Q3 2024

      Total revenues

      24,270

      22,852

      72,026

      64,141

      EBITDA

      4,488

      3,800

      8,533

      9,857

      EBIT

      -369

      384

      -1,648

      1,227

      Profit/loss before taxation

      -2,482

      -2,453

      -9,320

      -7,397

      Profit/loss from continuing operations

      -2,661

      -2,959

      -9,624

      -7,068

      Other comprehensive income

      406

      3,978

      4,616

      1,867

      Total comprehensive income

      -2,255

      1,026

      -5,008

      -5,202

      Operating cash flow

      2,275

      6,882

      14,337

      13,516

      Investment cash flow

      -469

      -2,876

      -5,737

      -7,542

      Financial cash flow

      -1,905

      -5,147

      -13,258

      -4,336

      Net change in cash

      -99

      -1,141

      -4,658

      1,638

      30.09.2025

      31.12.2024

      Non-current assets

      -

      -

      220,173

      216,890

      Current assets

      -

      -

      48,139

      55,946

      Of which Liquid assets

      -

      -

      11,316

      14,352

      Total assets

      -

      -

      268,312

      272,836

      Total equity

      -

      -

      55,126

      60,065

      Non-current liabilities

      -

      -

      171,529

      167,661

      Current liabilities

      -

      -

      41,657

      45,110

      All references to financial results relate to the reporting period from 1 July until 30 September 2025, unless specified otherwise. The financial data for the reporting period has not been audited. All balance sheet data as of 31.12.2024 have been extracted from the audited annual report for the year 2024.

      Financial highlights:

      Consolidated revenues reached EUR 24.270 million in Q3 2025 (+6.2 YoY), driven primarily by a rise in PV technology sales, supplementary capacity market auctions and electricity trading (O&T), 9M 2025 revenues reached EUR 72.026 million, up by 12.3% YoY.

      EBITDA reached EUR 4.488 million in Q3 2025 (+18.1% YoY) - a weaker performance in the recurring business was offset by the positive impact from the sale of the Yadnarie project; 9M 2025 EBITDA amounted to EUR 8.533 million (-13.4 YoY) reflecting lower volumes and prices in energy generation and negative margins in the Engineering business.

      Net loss of EUR 2.661 million in Q3 2025 and EUR 9.624 for 9M 2025 compared to a loss of EUR 2.959 in Q3 2024 and EUR 7.068 million in 9M 2024, respectively.

      Operating cash flow was EUR 2.275 million in Q3 2025 - weaker due to non-cash items booked during the period. 9M 2025 operating cash flow amounted to EUR 14.337 million. Cash and liquid assets of EUR 11.3 million at Q3 2025.

      Equity of EUR 55.126 million compared to EUR 60.065 million at YE 2024, translating into an adjusted equity ratio of 25.6% (required by our Green Bond covenant), including the carve-out related to regulatory changes in Hungary and Romania.

      Business highlights:

      Electricity generation of 49.8 GWh in Q3 2025 (-9.4% YoY) and

      123.6 GWh YTD 2025 (-0.3% YoY); strong generation of power plants in Hungary but offset by lower output in Romania and Australia (sale of 14.5 MWp). Estimated loss of revenues related to the regulatory changes in Romania amount to EUR 1.5 million for 9M 2025. Progressing toward the completion of the licensing process for our Romanian assets will mitigate these risks going forward.

      An increasing portfolio of O&M contracts, now up to 1.2 GW, strengthening the Group's position as a leading independent O&M service provider in CEE region.

      Monetisation efforts for the divestment of our development pipeline accelerated, with the completion of the Yadnarie sale generating an immediate EUR 1.4 million impact in Q3 2025 results, and the Domanowo sale expected to be closed in Q4. Additional divestment transactions are planned for execution in 2026.

      Signing of a re-financing agreement with K&H Bank for 31.5 MWp of operating assets in Hungary, with approximately EUR 5 million in additional funds for the Group.

    2. Selected, Entity Financial Results of Photon Energy N.V. for Q3 2025

      In thousands of EUR

      Q3 2025

      Q3 2024

      Q1-Q3 2025

      Q1-Q3 2024

      Net turnover

      2,086

      2,245

      6,329

      6,954

      Total operating income

      2,086

      2,245

      6,329

      6,954

      Results before tax

      431

      295

      - 1,548

      716

      Net result after tax

      431

      295

      - 1,548

      716

      30.09.2025

      31.12.2024

      Fixed assets

      -

      -

      136,302

      136,356

      Accounts receivable

      -

      -

      117,950

      113,515

      Cash at banks and in hand

      -

      -

      35

      232

      Total assets

      -

      -

      254,287

      250,103

      Total equity

      -

      -

      140,897

      143,516

      Current liabilities

      -

      -

      32,682

      26,114

      Long-term liabilities

      -

      -

      80,706

      80,473

      Notes:

      All references to financial results relate to the reporting period from 1 July until 30 September 2025, unless specified otherwise. The financial data for the reporting period has not been audited.

      All balance sheet data as of 31.12.2024 have been extracted from the audited annual report for the year 2024.

      All references to growth rate percentages compare the results of the reporting period to those of the prior year comparable period.

      Total Comprehensive Income (TCI) is the sum of the profit after taxes plus Other Comprehensive Income (OCI). According to IAS 16, Other Comprehensive Income includes revaluation of PPE in a proprietary portfolio to their fair values, share on OCI of associates and joint ventures and foreign currency translation differences.

      Throughout this report Photon Energy Group is referred to as the "Group", the "Company", the "Issuer" and/or "Photon Energy".

  2. Management Report
    1. A Note from the Management Board

      While the results for Q3 2025 were weaker than initially expected, we were able to offset the softer performance in our recurring business through strategic initiatives and one-off contributions. Consolidated revenues reached EUR 24.270 million in Q3 2025, marking a 6.2% increase year-on-year (YoY). Revenues from electricity generation amounted to EUR 7.788 million, down by 13.8% YoY due to lower generation output and electricity prices. Lower energy generation was primarily due to the underperformance of our Romanian assets, resulting from regulatory changes, TSO-mandated shutdowns and disconnections related to the on-going licensing process. The regulatory challenges in Romania resulted in an estimated revenue loss of EUR 0.4 million in Q3 2025 and EUR 1.5 million for 9M 2025. The issues are progressively being resolved, with 27.5 MWp already licensed, 9.5 MWp of assets scheduled for licensing in December 2025 and the remaining 14.6 MWp early in Q1 2026. Once finalised, the Group will have fully transitioned its Romanian portfolio to the merchant model, securing the long-term operational stability and predictability of the Investments segment.

      Other revenues increased to EUR 16.482 million in Q3 2025, up by 19.3% YoY. The most notable contribution came from the New Energy division with revenues rising to EUR 8.921 million, up by 37.7% YoY. This remarkable expansion was achieved despite lower capacities contracted upfront, supported by additional volumes secured in supplementary auctions and robust growth in our Origination & Trading business, which benefited from high volumes and favourable prices. Technology trading grew to EUR 5.416 million, up by 146.2% YoY. PV module sales remained the dominant growth driver, reflecting strong execution of utility-scale projects in the CEE region. Revenues from the Operations & Maintenance segment increased to EUR

      1.097 million (+7.7% YoY) on the back of increasing volumes of

      contracts under O&M (+34.4% YoY), but still with more upward potential as more than 20% of these contracts are not yet invoicing. Revenues in the Engineering segment were weaker year-on-year, amounting to EUR 1.422 million (-68.7% YoY), reflecting the completion of the Pukenui project and the transition toward other utility-scale projects in the backlog.

      Consolidated EBITDA in Q3 2025 reached EUR 4.488 million (+18.1% YoY) reflecting on one hand the positive impact from the sale of the Yadnarie project in the net amount of EUR 1.4 million, and on the other hand weaker performance in the recurring business. The decline in the recurring result was driven by lower volumes and prices in the energy generation and negative margins in the Engineering segment. The former was primarily affected by the regulatory challenges in Romania, while the latter was impacted by the negative result of the Pukenui project. The Pukenui project proved particularly challenging due to its remote location and unforeseen technical complications in an early stage PV market, which led to cost overruns, execution delays and contractual penalties that ultimately eroded project margins.

      Below EBITDA, the Group recognised an impairment charge of EUR 1.6 million, which relates primarily to the write-off of intangible assets associated with software developed for the New Energy division. This impairment also included some costs related to the write-off of projects from the development pipeline as described in section 3.2.

      Several other operational achievements are worth highlighting which will improve profitability going forward.

      We continue to expand our activities in the O&M segment, with our portfolio increasing to nearly 1.2 GW, reinforcing the Group's position as a leading independent O&M service provider in the CEE region.

      Monetisation efforts of our development pipeline accelerated during this quarter. The sale of Yadnarie project contributed immediate cash proceeds of EUR 1.1 million this year, with an additional EUR 2.5 million to be received upon completion of certain milestones, the majority of which are anticipated in 2026. The sale of the 20.3 MW Domanowo project in Poland, which reached ready-to-built status, is expected to close in Q4 2025. Further major divestment initiatives are progressing and are expected to deliver financial results in 2026, reflecting the Group's strategic focus on value realisation and the optimisation of our asset portfolio.

      The regulatory risk in Poland has not materialised. The remuneration for participation in the capacity market-constituting state aid under Article 3 of Council Regulation (EU) 2015/1589 of 13 July 2015 (standstill clause)-had been temporarily suspended but has since been resolved. The full amount of revenues, totalling EUR 1.5 million, was paid on 23 October 2025. Other risks related to the dispute with Polish TSO - Polskie Sieci Elektroenergetyczne S.A remain unresolved.

      On the financing front, we successfully signed a refinancing agreement with K&H Bank in Hungary for 31.5 MWp of operating assets. This transaction consolidated all outstanding loans into a single HUF-denominated facility, generating approximately EUR 5 million in additional funds for the Group, of which EUR 3.5 million is an increased debt while remaining part is a release of restricted cash and a gain of unwinding hedging position.

      Equity declined further in Q3 2025 with a consequent reduction in the adjusted equity ratio to 24.2%. The terms of the Green Bond provide that in the event of a shortfall in the ratio resulting from regulatory changes a carve out is allowed. As described in our Q4 2024 report, the effect of changes in the Hungarian KAT feed in tariff (FiT) applicable from 1 January 2025 has reduced the valuation of the part of our PV portfolio dependent on KAT FiT. Additionally, the regulatory changes in Romania, which result in a loss of earnings in the amount of EUR 1.5 million in 9M 2025 were included. If the carve-out was applied, the adjusted equity ratio for bond covenant as of 30 September 2025 would be 25.6%.

      In conclusion, while Q3 2025 was another challenging period for the Gorup, we can assure our stakeholders, especially our investors, that we are working hard to overcome all challenges that arise, improve the recuring business performance, and stabilise the long-term financial position of the Group. Looking ahead, we remain confident in improving profitability and delivering long-term value for our investors.

      For more details on our guidance see section 2.3 below. For comments on the financial results please see section 5.

    2. Comments to the Consolidated Financial Results of the Group

      Comments to financial statements can be found in section 5. Comments to Consolidated Financial Statements for Q3 2025.

    3. Comments to the FY 2025 Financial Guidance

      According to the guidance published on 20 August 2025 the management expects consolidated revenues for the whole year 2025 at the level of EUR 100-110 million and consolidated EBITDA for the whole year 2025 at the level of EUR 9 million.

      In the first nine months of 2025, the reported consolidated revenues amounted to EUR 72.026 million which represents about 72.0% of the lower end of the guided range. In the same period EBITDA amounted to EUR 8.533 million, approximately 94.8% of the guided level.

      Upon the publication of the Q3 2025 results, Management maintains its view that the forecasted EBITDA and the lower end of the revenue range remain achievable, and at this stage sees no basis for revising the full-year guidance.

      The management's assessment takes into account recent developments in the energy markets, the sale of assets and PV projects under development, which have been signed and closed or are in the process of closure. However, this evaluation does not account for potential risks and events that are not currently visible or foreseeable. As such, these unanticipated risks cannot be factored into the current guidance. Consequently, the management acknowledges that unforeseen developments could impact the ability to achieve the projected targets.

    4. Summary of Key Events Material to the Group's Operations in the Reporting Period

      In the management's view, the most important events that influenced the Group's operations and consolidated financial results in the reporting period include:

      Electricity Generation of 49.8 GWp in Q3 and 123.6 GWh YTD 2025

      Electricity generation in Q3 2025 amounted to 49.8 GWh, representing an approximate 9.4% decrease year-on-year. This decline was driven by: (a) lower output from Romanian assets due to the TSO-mandated shutdown of 19.4 MWp, and (b) the sale of 14.5 MWp of operating assets in Australia in October 2024. Additionally, other power plants in Romania were not producing electricity during weekends, as this output is no longer compensated under new regulation effective from 1 October 2024. If we exclude the impact of Australian assets, electricity generation remained stable at -0.8% YoY. Lower generation in Romania was compensated by higher generation in Hungary, thanks to an increase in the asset base by 5.1 MWp and lower curtailment.

      The total generation year-to-date (YTD) amounted to 123.6 GWh and remained nearly flat year-on-year (-0.3%) if we exclude the impact of Australian assets.

      As of the end of September 2025, the total IPP portfolio stood at 134.7 MWp compared to 141.0 MWp at the end of September 2024 (down by 4.4% YoY). The average specific yield in Q3 2025 (total generation in the period / average capacity in the period) was 370.0 kWh/kWp down from 401.8 kWh/kWp in Q3 2024, a 7.9% YoY decrease.

      Electricity SPOT Prices Improved QoQ but Remained Lower than Last Year

      The past summer showed very different weather patterns across Europe. In Central Europe (Poland and the Czech Republic), average temperatures were lower than in previous years and there were no extremely hot days. In contrast, South-East-ern Europe - particularly Hungary and Romania - experienced a significant number of days with extremely high temperatures. At the same time, the average level of hydropower generation, especially in the Balkan region, was relatively low and well below long-term averages, which also contributed to higher electricity prices.

      There were also several extraordinary events in Q3 2025. At the beginning of July, outages and blackouts occurred in several parts of Europe. On 4 July 2025, a major blackout affected the Czech capital, Prague, and several other areas of the country. On 5 July 2025, a number of local power failures were reported in Paris, caused by the heatwave.

      As a result, in Q3 2025 average SPOT base load prices increased compared to Q2 2025. In Romania, the average price reached EUR 93/MWh in Q3 2025, compared to EUR 86/MWh in Q2 2025 (+7.8% QoQ), but remained lower than a year ago (EUR 127/MWh in Q3 2024, -27.1% YoY). Hungary recorded a similar trend, with prices averaging EUR 95/MWh in Q3 2025 versus EUR 84/MWh in Q2 2025 (+13.8% QoQ) and below EUR 121/MWh recorded in Q3 2024 (-21.5% YoY). In the Czech Republic, average day-ahead prices amounted to EUR 87/MWh, up from EUR 77/MWh in Q2 2025 (+13.6% QoQ) and EUR 80/MWh in Q3 2024 (+8.5% YoY).

      In Q3 2025, negative electricity prices were recorded across all markets: in Hungary (73 hours i.e. 3.3%), in the Czech Republic (83 hours, i.e. 3.8%) and Romania (64 hours i.e. 2.9%). In the comparable period of 2024, negative prices were also present across all these markets, at the level of 66 hours (3.0%) in Hungary, 110 hours (5.0%) in the Czech Republic and 10 hours (0.5%) in Romania.

      Updates on the Licensing Process in Romania

      As a reminder, from 1 October 2024, a new regulation (ORDINUL ANRE nr 60/2024, "New Regulation"), with specific articles number 136 and number 140, took effect and has impacted the PV industry in Romania. According to this new regulation, the "testing period", which was a maximum of a 2-year window for the solar assets before the final electricity licence is granted, was reduced to 12 months in case of all assets in the Group's portfolio (between 1-20 MWp).

      Additionally, the pricing terms have changed and instead of a 90-day rolling average, the respective Transmission System Operator (TSO) is currently paying for the energy generated according to the hourly production of the day and using hourly day-ahead market prices, capped at 400 LEI per MWh (approx. 80 EUR/MWh). In case of negative day-ahead prices, the negative difference (hourly production times negative price) is deducted from the final invoice. This means that the protection mechanism against negative prices which existed in the past has ceased. Also, electricity produced on weekends and public holidays is not paid for.

      This New Regulation has impacted all of the Group's Romanian assets (42.7 MWp) except for Siria (5.7 MWp), which has a different trading agreement in place effective as of 1 November 2024. Following these changes, Photon Energy accelerated efforts to obtain licences for Romanian power plants in order to enter the sales system through the energy market. So far the Group successfully obtained the licences for power plants in Calafat (6.0 MW) in December 2024), Bocsa (3.8 MWp) in December 2024, Faget 1 (3.2 MWp) in March 2025, Faget 2 (3.9 MWp)

      in March 2025 and Magureni (1.7 MWp) in March 2025. According to the New Regulation, power plants must undergo testing to obtain a conformity certificate before submitting a licence application. Once testing is completed the conformity certificates are expected to be issued, but this procedure may take an additional few months. Currently power plants in Aiud, Teius and Sarulesti (12.7 MWp) have submitted documentation for conformity certificates but only Sarulesti has already received one while Aiud and Teous are expecting to receive the licenses by year-end 2025. The remaining two power plants with total capacity of 14.6 Mwp (Săhăteni and Faget 3) are currently in the process of applying for the conformity certificates.

      During this process, the Group is exposed to a few months of shutdowns of generation capacities, which implies further periods of lower generation due to the licensing procedure.

      Development Approval Obtained for Project Yadnarie and Subsequent Sale to AGL

      In July, following the receipt of the development approval for our Yadnarie solar and long-duration energy storage project based on RayGen technology ("the Project"), the Company has entered into an agreement with AGL Energy Ltd. ("AGL") - Aus-tralia's largest energy generator - for the sale and transfer of 100% of the Project rights. The expected proceeds from this transaction amount to EUR 1.1 million to be received in 2025 and EUR 2.2 million in 2026. Additionally, an estimated EUR 0.6 million is expected after the final commissioning of the power plant. The agreement also provides for potential additional compensation if the Project is extended to its full capacity. However, as such an extension depends on AGL's internal investment decision, the timing and amount of any further proceeds remain outside the Company's operational control.

      Agreement Signed for Optimisation of Hybrid Solar + Energy Storage Asset with R.Power Renewables in Poland

      In July, the Company's subsidiary Photon Energy Trading PL Sp. z o. o. and R.Power Renewables ("R.Power") have signed an agreement for the optimisation of a hybrid asset and a battery energy storage system (PV + BESS) located in Nehrybka, Poland.

      Under the agreement, Photon Energy will optimise the energy flows within R.Power's hybrid asset in Nehrybka and between the asset and the grid. The goal of is to maximise revenue generation through applying a multi-market optimisation approach, with participation in both spot and ancillary service markets. Depending on market conditions, the BESS can be charged either from the PV installation or directly from the grid. Both the PV and BESS capacities can be used to provide ancillary services, or to trade on the Day-Ahead Market (DAM) and Intraday Market (IDM). This project marks a significant milestone for Photon Energy as it expands into battery energy storage system optimisation - an essential step in supporting grid flexibility and enabling the wider integration of renewable energy across Europe.

      Refinancing Agreement for 31.5 MWp of Hungarian Assets

      On 25 July 2025, the Hungarian K&H Bank, a member of the KBC Group, concluded a refinancing agreement ("Refinancing Agree-ment") with Photon Energy's Hungarian subsidiaries to refinance power plants in Hungary with a total capacity of 31.5 MWp, commissioned in years 2019 and 2020. All refinanced solar power plants operate under the feed-in-tariff scheme.

      Under the terms of this Refinancing Agreement, the EUR-de-nominated portion of the existing project financing on the Hungarian SPVs was repaid, and the total HUF-denominated financing facility was increased by the equivalent of EUR 3.8

      million. Upon completion of the transaction in early August, the financing facility became fully denominated in HUF, providing a natural hedge against revenues, which are also denominated in HUF.

      The Refinancing Agreement enabled the Group to release additional cash of EUR 1.4 million, resulting from the termination of certain collateral and hedging contracts. The final maturity date of the financing facility was extended by three years to 2039, while the main terms-including margin, repayment frequency, and collateral-remain unchanged.

      Announcement of the Management Expectations for Financial Results in 2025

      Following the webcast presentation for Q2/H1 2025 and in response to a question from an investor regarding forwardlook-ing guidance, the Management of Photon Energy N.V. informed the market that for the year 2025 it expects consolidated revenues for the whole year 2025 at the level of EUR 100-110 million and consolidated EBITDA for the whole year 2025 at the level of EUR 9 million. In addition, further capital gains might materialise in the event of the successful finalisation of certain assets disposal, which the Company is currently engaged in. These expectations are based on Management's present assessment of market conditions, operational performance, and strategic initiatives.

      Change on the Management Board and of the Group CFO

      On 4 September, the Management Board of Photon Energy Group announced the resignation of David Forth as Member of the Management Board and Group CFO, and appointed Stanislav Zeman as a new Group CFO. The Company accepted David Forth's resignation, which was submitted for personal reasons. The Management Board currently consists of one Managing Director, Mr. Hotar, who shall in the interim continue to act as the Company's independently authorised Managing Director. As required by the Company's Articles of Association, the convocation notice for the extraordinary general meeting to appoint Mr. Forth's replacement will be published at least 42 days prior to the meeting. The Management Board welcomed Mr. Stanislav Zeman as the new Group CFO, with immediate effect. Mr. Zeman is a 53-year-old Czech national and has gained extensive experience in corporate finance, accounting and M&A in various positions with the Prague based investment boutique PROXY - FINANCE over the past 30 years. The main task of the new CFO is to improve the financial management and performance of Photon Energy Group with a focus on the execution of our growth strategy across all our business lines.

      New O&M Contract with REDSIDE for 48MWp of PV Assets

      In September Photon Energy N.V. announced the signing of a long-term operation and maintenance (O&M) agreement with REDSIDE, a leading Czech investment management company, for a portfolio of seven photovoltaic (PV) power plants with a combined capacity of 48 MWp in the Czech Republic and Hungary. The contracts are effective as of 1 November 2025 and have been signed for an indefinite period. They cover comprehensive preventive and corrective maintenance, year-round monitoring and dispatching, reporting, administrative support and other related services.

      This partnership further strengthens the Group's position as a leading independent O&M service provider in Central Europe, with over 1.2 GWp of assets under O&M management.

      Change in the Ownership Structure

      In September, Photon Energy received information from one of its shareholders, Solar Future Cooperatief U.A., about the contribution and transfer of Photon Energy N.V. shares into the capital of Solar Age Investments B.V., which is co-owned by Solar Future Cooperatief U. A., controlled by Mr. Michael Gartner (51.67%), and Solar Power to the People Cooperatief U.A., controlled by Mr. Georg Hotar (48.33%). Based on this Agreement, Solar Future Cooperatief U.A. has transferred 1,097,859 shares (the "Transferred Shares ") with a nominal value of EUR 0.01 (1 eurocent) and representing 1.79% in the share capital of Photon Energy N.V., to Solar Age Investments B.V. in the form of a capital contribution. The transaction is executed as part of the restructuring and consolidation of the loans extended by Photon Energy Group to its related parties. The second stage of the restructuring and transfer of [more shares] from Solar Future Cooperatief U.A. to Solar Age Investments B.V. is expected to be executed in the course of November. Upon completion of the loan consolidation process ("the Process"), all related-parties' loans shall be consolidated and taken over by two entities controlled by Mr. Hotar. Mr. Gartner's loan shall be assumed by Solar Age Investments B.V. Mr. Gartner's controlled entity Solar Future Cooperatief U.A. has compensated Mr. Hotar's controlled entity Solar Power to the People U.A. for the assumption of the loan by transferring shares to Solar Age Investments B.V. as described above. Upon completion of this Process, Mr. Gart-ner's indirect stake in Solar Age Investments B.V. shall be transferred to Mr. Hotar's controlled entity that will become 100% owner of Solar Age Investments B.V.

      Photon Remediation Brings Rapid PFAS Testing to Australia

      Our Australian Water and Remediation team has achieved an exciting milestone by partnering with FREDsense Technologies, a Canadian company pioneering rapid environmental testing. Together, they've brought the first FREDsense PFAS test unit to Australia.

      The FRED-PFAS™ field kit allows for same-day, on-site PFAS screening, replacing the traditional process of sending samples to a lab and waiting weeks for results. This innovation enables faster decision-making, lower costs, and greater confidence that remediation efforts are working.

      The partnership between Photon Remediation and FREDsense is the result of 18 months of planning and collaboration between teams across two continents. With the technology in place and the team trained, Photon Remediation is ready to roll out rapid PFAS testing services across Australia. The unit will be available for lease, supported by our expert technical services, with several interested partners are already lined up.

      This new product is set to be key component of our remediation business. This is of global significance to Photon Water and Photon Remediation, and will be a critical tool in our expanding offerings.

    5. Summary of Events Material for the Group's Operations After the Reporting Period

      The following events, which took place from 1 October 2025 to the date of this publication, are considered by the management to potentially have a material impact on the Group's operations and financial position going forward:

      Changes in the Regulatory Framework in Capacity Markets

      On 11 August 2025, the European Commission authorised a derogation allowing the participation of high-emission units in the supplementary auction mechanism in the Polish capacity market. This authorisation was, however, given only after the delivery period started (capacity obligations were to begin on 1 July 2025 while the Commission's decision was issued on 11 August 2025).

      Remuneration for participation in the capacity market constitutes state aid which, in accordance with article 3 of COUNCIL REGULATION (EU) 2015/1589 of 13 July 2015 (standstill clause) "shall not be put into effect before the Commission has taken, or is deemed to have taken, a decision authorising such aid." As a result, a portion of the remuneration expected in July (PLN 6.319 million / EUR 1.5 million) and the first half of revenues expected in August (PLN 0.927 million / EUR 0.22 million) was suspended. The dispute was resolved and the full amount of remuneration was paid by Polskie Sieci Energetyczne S.A. (TSO) on 23 October 2025.

      Insolvency Proceedings Against Subsidiary

      On 22 October 2025, Photon Energy Group learned about a motion to initiate the insolvency proceedings that was filed against its fully-owned subsidiary Photon Energy Corporate Services CZ

      s.r.o. (the "Subsidiary"). The motion was filed by the consulting company QUARTEX Praha s.r.o., IT company ARTEX informační systémy spol. s r.o., and consultant Petr Kunetka.

      All three above-mentioned claimants were involved in a project relating to, inter alia, an unfinished implementation of the Microsoft Dynamics 365 Business Central software solution based on a contract for work concluded between the Subsidiary and ARTEX informační systémy spol. s r.o. on 31 August 2023.

      The Subsidiary provides administrative services and support for other companies within the Group and is not directly involved in the Group's core business activities.

      The situation was addressed immediately and the full amount of the claim was settled on 24 October 2025. The motion for insolvency was therefore withdrawn in full on 27 October 2025.

      This situation was not related to, and did not affect, the operational stability or financial health of Photon Energy Group. All key business areas - from construction and servicing of solar power plants to wholesale and distribution of photovoltaic technologies and battery solutions, as well as electricity trading and activities in the field of environmental technologies (including PFAS decontamination) - were not affected in any way.

      Photon Energy Group Completes 20.8 MWp Solar Farm in New Zealand

      Photon Energy N.V. has announced the successful energisation and commissioning of the 20.8 MWp Pukenui Solar Farm in New Zealand's Far North. The project was co-developed by Aquila Clean Energy APAC and FNSF, with Photon Energy providing engineering, procurement and construction (EPC) services, alongside long-term operations and maintenance (O&M) support.

      This marks Photon Energy's first utility-scale project in New Zealand and one of the first delivered by Aquila Clean Energy and FNSF in the country. Photon Energy will also provide ongoing O&M services for the plant.

  3. Business Updates Per Segment
    1. Generation and Sale of Electricity Chart 3.1.1 Changes in the Proprietary Portfolio in Q3 2025

      150.0

      100.0

      50.0

      0.0

      140.9 MWp

      129.6 MWp

      134.7 MWp

      There were no changes in the proprietary portfolio in Q3 2025. Year-to-date Photon Energy Group completed and grid-con-nected three photovoltaic (PV) power plants in Hungary, adding a total capacity of 5.1 MWp to the proprietary portfolio. The total proprietary portfolio of Photon Energy Group's amounted to

      134.7 MWp at the end of reporting period.

      Compared to Q3 2024, the Company's global portfolio decreased by 6.3 MWp (-4.4% YoY), reflecting the net effect of the sale of 14.5 MWp in Australia and the commissioning of 5.1

      Q3 2024 Q4 2024 Q3 2025

      MWp in Hungary and 3.2 MWp in Romania.

      CZ
      SK
      HU
      AU
      RO

      Chart 3.1.2 Summary of Electricity Generation in Q3 2025

      25,000

      20,000

      15,000

      10,000

      5,000

      0

      +17.0%

      -18.3%

      -4.9%

      -1.1%

      -99.4%

      CZ SK HU AU RO

      Q3 2024
      Q3 2025

      Total electricity generation in Q3 2025 amounted to 49.8 GWh, compared to 55.0 GWh a year earlier, representing a year-on-year (YoY) decline of 9.4%. This decrease was primarily due to the sale of 14.5 MWp of operational assets in Australia as well as negative developments in Romania described in Section 2.4 Updates on the Licensing Process in Romania.

      Electricity generation in Hungary increased significantly, up by 17.0% YoY on the back of capacity expansion and positive developments on the energy markets with less energy curtailment compared to the previous year. In other countries, namely the Czech Republic and Slovakia, generation declined slightly by 4.9% and 1.1 YoY, respectively. Romanian power plants under-performed with generation falling by 18.3% YoY, mainly due to the temporary shutdown of power plants following the TSO decision and on-going testing for licensing purposes.

      Chart 3.1.3 Realised Electricity Prices in Q3 2025, EUR/MWh Chart 3.1.4. Spilt Between Merchant / FiT in Q3 2025, MWp

      Total IPP Portfolio

      Australia Romania Hungary

      Slovak Republic Czech Republic

      164

      176

      61

      104

      263

      672

      0 200 400 600 800

      Q3 2025
      Q3 2024

      150.0

      100.0

      50.0

      0.0

      74.1

66.8

67.9

66.8

Q3 2024 Q3 2025

Merchant
FIT

Average realised prices in Q3 decreased from EUR 173/MWh in Q3 2024 to EUR 164/MWh in Q3 2025, down by 5.1% YoY. The sharpest decline was recorded in Romania, where prices fell by 46% YoY due to adverse regulatory changes, asset shutdowns and a general deterioration in energy market prices. Similar trends were observed in Hungary, however the Hungarian

portfolio performed better with a milder decline of 10%, as 72% of that portfolio was protected by FiT. These negative trends were partially offset by higher prices in the Czech Republic, which carries the highest weight in the overall portfolio.

Table 3.1.1 Electricity Generation of the Proprietary Portfolio of Photon Energy N.V. in Q3 2025

Project name Unit

Capacity

kWp

Avg. Revenue Q3

per MWh

Prod. Q3

kWh

Proj. Q3

kWh

Perf.

%

YTD Prod.

kWh

YTD Proj. Perf. YTD YoY

kWh % %

Komorovice

2,354

672 EUR

850,661

865,610

-1.7%

2,303,018

2,187,328 5.3% 6.9%

Zvíkov I

2,031

672 EUR

683,249

763,634

-10.5%

1,916,643

1,977,976 -3.1% 1.0%

Dolní Dvořiště

1,645

672 EUR

548,711

575,887

-4.7%

1,432,010

1,442,823 -0.7% 3.8%

Svatoslav

1,231

672 EUR

418,488

428,652

-2.4%

1,050,136

1,049,573 0.1% 3.0%

Slavkov

1,159

672 EUR

449,184

452,215

-0.7%

1,204,086

1,172,499 2.7% 2.8%

Mostkovice SPV 1

210

672 EUR

68,674

73,976

-7.2%

188,723

192,839 -2.1% 0.6%

Mostkovice SPV 3

926

672 EUR

332,908

338,374

-1.6%

895,098

871,733 2.7% 3.5%

Zdice I

1,499

672 EUR

574,755

575,018

0.0%

1,584,524

1,485,424 6.7% 5.8%

Zdice II

1,499

672 EUR

573,641

585,398

-2.0%

1,584,427

1,509,342 5.0% 5.7%

Radvanice

2,305

671 EUR

861,815

864,433

-0.3%

2,309,755

2,212,086 4.4% 1.1%

Břeclav rooftop

137

672 EUR

51,802

47,561

8.9%

139,607

131,980 5.8% 0.2%

Total Czech PP

14,996

672 EUR

5,413,886

5,570,758

-2.8%

14,608,026

14,233,603 2.6% 3.6%

Babiná II

999

271 EUR

333,896

351,206

-4.9%

822,837

840,008 -2.0% 1.1%

Babina III

999

271 EUR

335,914

355,706

-5.6%

824,759

850,792 -3.1% 2.1%

Prša I.

999

270 EUR

351,008

383,608

-8.5%

864,186

919,274 -6.0% 0.8%

Blatna

700

273 EUR

255,770

262,521

-2.6%

647,139

635,294 1.9% -1.8%

Mokra Luka 1

963

258 EUR

389,711

394,465

-1.2%

1,029,290

1,013,608 1.5% 3.2%

Mokra Luka 2

963

257 EUR

406,253

397,960

2.1%

1,058,118

1,027,839 2.9% 3.4%

Jovice 1

979

263 EUR

330,946

323,196

2.4%

812,594

773,097 5.1% 0.8%

Jovice 2

979

263 EUR

326,449

322,961

1.1%

827,931

760,858 8.8% 1.9%

Brestovec

850

257 EUR

347,347

356,935

-2.7%

918,333

885,156 3.7% 3.6%

Polianka

999

261 EUR

356,579

361,710

-1.4%

898,337

868,716 3.4% 2.1%

Myjava

999

259 EUR

371,796

391,167

-5.0%

991,438

972,205 2.0% 2.0%

Total Slovak PP

10,429

263 EUR

3,805,670

3,901,435

-2.5%

9,694,961

9,546,845 1.6% 1.9%

Tiszakécske 1

689

119 EUR

295,173

285,332

3.4%

756,409

743,738 1.7% 8.1%

Tiszakécske 2

689

119 EUR

296,127

287,072

3.2%

761,589

749,096 1.7% 7.8%

Tiszakécske 3

689

119 EUR

290,922

263,609

10.4%

740,100

698,441 6.0% 12.3%

Tiszakécske 4

689

119 EUR

296,691

286,293

3.6%

764,578

749,586 2.0% 8.1%

Tiszakécske 5

689

119 EUR

296,150

285,187

3.8%

760,645

747,848 1.7% 8.3%

Tiszakécske 6

689

119 EUR

294,449

285,274

3.2%

758,387

743,173 2.0% 8.2%

Tiszakécske 7

689

119 EUR

294,642

285,952

3.0%

757,956

744,488 1.8% 7.8%

Tiszakécske 8

689

119 EUR

293,360

282,746

3.8%

753,418

730,267 3.2% 8.3%

Almásfüzitő 1

695

119 EUR

288,061

289,014

-0.3%

740,778

737,595 0.4% 6.7%

Almásfüzitő 2

695

119 EUR

281,735

280,344

0.5%

724,510

715,468 1.3% 7.9%

Almásfüzitő 3

695

119 EUR

275,524

272,928

1.0%

703,577

697,818 0.8% 7.1%

Almásfüzitő 4

695

119 EUR

290,083

290,303

-0.1%

743,197

738,142 0.7% 6.9%

Almásfüzitő 5

695

119 EUR

289,508

295,872

-2.2%

741,085

751,641 -1.4% 3.9%

Almásfüzitő 6

660

119 EUR

292,337

292,755

-0.1%

754,595

746,382 1.1% 6.9%

Almásfüzitő 7

691

119 EUR

291,769

293,520

-0.6%

752,610

746,661 0.8% 6.6%

Almásfüzitő 8

668

119 EUR

294,845

298,149

-1.1%

757,194

752,456 0.6% 6.2%

Nagyecsed 1

689

119 EUR

289,950

289,261

0.2%

755,444

734,962 2.8% 3.5%

Nagyecsed 2

689

119 EUR

289,686

284,335

1.9%

752,168

723,113 4.0% 5.1%

Nagyecsed 3

689

119 EUR

274,412

281,697

-2.6%

736,103

723,031 1.8% 3.0%

Nagykata BTM

658

158 EUR

198,563

256,203

-22.5%

367,877

637,568 -42.3% N/A

Fertod I

528

119 EUR

223,914

220,070

1.7%

584,552

577,783 1.2% 3.1%

Fertod II No 2

699

119 EUR

290,227

291,580

-0.5%

759,244

738,492 2.8% 0.8%

Fertod II No 3

699

119 EUR

290,395

292,281

-0.6%

760,302

738,563 2.9% 1.0%

Fertod II No 4

699

119 EUR

288,674

287,766

0.3%

756,360

752,646 0.5% 1.6%

Fertod II No 5

691

119 EUR

288,371

287,449

0.3%

751,461

753,739 -0.3% 1.1%

Fertod II No 6

699

119 EUR

287,634

284,960

0.9%

753,560

725,150 3.9% 1.9%

Kunszentmárton I/ 1

697

119 EUR

295,888

297,980

-0.7%

773,822

779,605 -0.7% 0.0%

Kunszentmárton I/2

697

119 EUR

289,595

296,248

-2.2%

764,886

768,383 -0.5% -0.3%

Kunszentmárton II No 1

693

122 EUR

299,991

304,011

-1.3%

782,997

785,723 -0.3% -0.6%

Kunszentmárton II No 2

693

122 EUR

296,669

285,942

3.8%

780,599

773,362 0.9% 1.6%

Taszár 1

701

119 EUR

288,689

290,316

-0.6%

725,487

795,259 -8.8% -5.3%

Taszár 2

701

119 EUR

284,200

289,869

-2.0%

726,219

794,470 -8.6% -4.8%

Taszár 3

701

119 EUR

286,048

291,169

-1.8%

738,743

796,415 -7.2% -3.4%

Project name Unit

Capacity

kWp

Avg. Revenue Q3

per MWh,

Prod. Q3

kWh

Proj. Q3

kWh

Perf.

%

YTD Prod.

kWh

YTD Proj. Perf. YTD YoY

kWh % %

Monor 1

688

119 EUR

302,708

285,594

6.0%

774,488

702,956 10.2% 10.4%

Monor 2

696

119 EUR

302,176

294,313

2.7%

772,102

756,495 2.1% 8.8%

Monor 3

696

119 EUR

291,766

296,489

-1.6%

763,676

764,969 -0.2% 6.5%

Monor 4

696

119 EUR

302,446

294,867

2.6%

772,709

761,888 1.4% 8.8%

Monor 5

688

119 EUR

303,004

295,985

2.4%

775,655

768,135 1.0% 8.4%

Monor 6

696

119 EUR

300,127

291,743

2.9%

768,927

761,038 1.0% 8.5%

Monor 7

696

119 EUR

300,953

294,004

2.4%

772,044

766,523 0.7% 8.1%

Monor 8

696

119 EUR

303,347

295,992

2.5%

775,354

765,838 1.2% 8.5%

Tata 1

672

119 EUR

330,244

333,739

-1.0%

825,514

820,858 0.6% 6.8%

Tata 2

676

119 EUR

275,193

274,352

0.3%

697,563

703,895 -0.9% 4.1%

Tata 3

667

119 EUR

276,617

273,270

1.2%

703,638

702,364 0.2% 4.9%

Tata 4

672

119 EUR

336,905

306,574

9.9%

843,163

799,717 5.4% 10.2%

Tata 5

672

119 EUR

336,577

338,648

-0.6%

839,607

823,738 1.9% 6.2%

Tata 6

672

119 EUR

335,041

335,375

-0.1%

834,573

801,128 4.2% 8.2%

Tata 7

672

119 EUR

333,731

333,397

0.1%

829,066

821,436 0.9% 5.0%

Tata 8

672

119 EUR

338,376

339,982

-0.5%

845,480

835,672 1.2% 5.5%

Malyi 1

695

119 EUR

285,941

290,469

-1.6%

751,132

756,018 -0.6% 1.6%

Malyi 2

695

119 EUR

286,366

289,701

-1.2%

752,435

756,423 -0.5% 1.6%

Malyi 3

695

119 EUR

286,782

291,686

-1.7%

752,566

759,618 -0.9% 1.2%

Puspokladány 1

1,406

122 EUR

646,271

655,111

-1.3%

1,557,576

1,680,848 -7.3% 9.1%

Puspokladány 2

1,420

75 EUR

599,004

665,776

-10.0%

1,398,449

1,723,216 -18.8% 17.5%

Puspokladány 3

1,420

73 EUR

588,126

667,099

-11.8%

1,457,674

1,708,680 -14.7% 34.1%

Puspokladány 4

1,406

73 EUR

574,641

659,871

-12.9%

1,431,463

1,693,974 -15.5% 136.2%

Puspokladány 5

1,420

74 EUR

592,520

674,627

-12.2%

1,456,133

1,740,195 -16.3% 27.6%

Puspokladány 6

1,394

122 EUR

639,965

550,457

16.3%

1,537,459

1,583,074 -2.9% 8.1%

Puspokladány 7

1,406

122 EUR

644,360

662,028

-2.7%

1,545,851

1,700,916 -9.1% 17.9%

Puspokladány 8

1,420

73 EUR

587,988

661,602

-11.1%

1,474,243

1,662,410 -11.3% 113.6%

Puspokladány 9

1,406

122 EUR

650,203

664,796

-2.2%

1,535,617

1,707,164 -10.0% 254.2%

Puspokladány 10

1,420

73 EUR

584,420

665,290

-12.2%

1,452,479

1,714,158 -15.3% 23.4%

Tolna

1,358

73 EUR

617,537

732,394

-15.7%

1,498,931

1,807,968 -17.1% 18.3%

Facankert

1,358

71 EUR

700,574

751,222

-6.7%

1,646,417

1,788,742 -8.0% 23.7%

Tolna 2

1,492

75 EUR

644,695

752,990

-14.4%

1,222,602

1,623,255 -24.7% N/A

Tolna 3

1,615

72 EUR

606,349

747,053

-18.8%

960,134

1,504,518 -36.2% N/A

Tolna 5

1,958

71 EUR

597,159

752,990

-20.7%

1,234,953

1,623,255 -23.9% N/A

Total Hungarian PP

57,537

107 EUR

24,526,396

25,424,974

-3.5%

60,500,121

64,282,149 -5.9% 21.0%

Siria

5,691

62 EUR

2,793,616

2,733,286

2.2%

6,605,600

6,952,838 -5.0% -2.4%

Calafat 1

2,890

64 EUR

1,589,805

1,512,033

5.1%

3,633,019

3,840,604 -5.4% -4.5%

Calafat 2

1,935

62 EUR

1,066,414

1,011,473

5.4%

2,521,190

2,560,883 -1.5% -8.5%

Calafat 3

1,203

63 EUR

656,797

612,181

7.3%

1,576,065

1,557,896 1.2% -6.8%

Aiud

4,730

0 EUR

0

1,887,387

-100.0%

1,346,010

3,837,427 -64.9% -75.7%

Teius

4,730

0 EUR

0

1,935,980

-100.0%

2,085,144

4,348,993 -52.1% -61.2%

Făget 1

3,178

64 EUR

1,604,224

1,537,679

4.3%

3,547,043

3,701,979 -4.2% -13.7%

Făget 2

3,931

65 EUR

2,050,768

1,908,313

7.5%

4,670,341

4,623,058 1.0% -4.5%

Faget 3

7,513

63 EUR

1,471,655

3,109,324

-52.7%

2,234,551

4,894,423 -54.3% 419.5%

Săhăteni

7,112

64 EUR

1,168,144

603,850

93.4%

1,626,408

940,180 73.0% -82.0%

Magureni

1,698

56 EUR

741,954

695,174

6.7%

1,669,802

1,696,678 -1.6% 26.1%

Sarulesti

3,197

63 EUR

975,557

1,386,575

-29.6%

2,564,738

3,057,309 -16.1% N/A

Bocsa

3,788

63 EUR

1,946,048

1,868,019

4.2%

4,691,440

4,734,223 -0.9% 2.8%

Total Romanian PP

51,596

63 EUR

16,064,982

20,801,274

-22.8%

38,771,351

46,746,492 -17.1% -22.9%

Symonston

144

176 EUR

30,610

32,198

-4.9%

70,010

110,783 -36.8% -19.2%

Total Australian PP

144

176 EUR

30,610

32,198

-4.9%

70,010

110,783 -36.8% -19.2%

Total

134,702

166 EUR

49,841,543

55,730,640

-10.6%

123,644,469

134,919,873 -8.4% -0.3%

Note: The data in the table above may differ from the reported data in monthly reports. The difference is due to the fact that in Monthly reports some invoices are still not received, and the electricity generation is estimated based on the meters from our O&M systems.

The table below presents an estimation of average prices realised on sales of electricity from our generation assets. Estimates of revenues are based on the management reports and may deviate from the financial statements due to exchange rates and other costs such as off-taker service fee.

Table 3.1.2 Revenues from Electricity Generation in Q3 2025

Portfolio

Capacity

Prod. Q3 2025

Avg. Revenue

Q3 2025

Total Revenue

Q3 2025

Avg. Revenue

YTD

Revenue

YTD

Unit

MWp

MWh

EUR/MWh

In EUR thousand

EUR/MWh

In EUR thousand

Czech Republic1

15.0

5,414

672

3,636

664

9,633

Slovakia1

7.6

2,730

265

724

265

1,824

Hungary2

57.5

24,526

107

2,545

107

6,273

Romania3

51.6

16,065

63

973

65

2,487

Australia1

0.1

31

176

5

180

13

Total Portfolio

131.9

48,766

164

7,883

170

20,230

1 Slovakian, Czech and Australian power plants benefit from a fixed feed-in-tariff and/or green-bonus support, respectively. Revenues from Slovak joint-ventures Brestovec, Polianka and Myjava are not presented in the above table.

2 In Hungary power plants with capacity of 40.6 MWp receive feed-in-tariff while 16.3 MWp operate under merchant model. The Nagykata power plant operates "behind the meter" (BTM)

on a client's site selling electricity to the client under a purchase price agreement.

3 All power plants in Romania sell electricity on the merchant basis.

  1. Operations and Maintenance Contracts

    In Q3 2025, an additional 86.5 MWp of capacity was contracted under operations and maintenance (O&M) agreements. As a result the total capacity of assets under O&M contracts stood at nearly 1.2 GWp and consisted of 976 MWp under full O&M and monitoring services, 51 MWp serviced as "Inverter Cardio" (maintenance of central inverters) and 159 MWp of contracts for assets under management services (AuM). Out of that,

    about 23% of capacities are not yet actively generating revenues as they are still undergoing construction or in the commissioning phase. For larger power plants this process can be prolonged and often depends on the DSO schedule.

    As a result, external revenues grew at a slower pace than capacities, increasing to a total of EUR 1.097 million.

    Chart 3.2.1 O&M Contracts, in MWp Chart 3.2.2 O&M External Revenues (EUR 000s)

    1,400

    1,200

    1,000

    800

    600

    400

    200

    0

    1,196

    +34%

    889

    Q3 2024 Q3 2025

    O&M
    Cardio
    Assets under Management

    1,200

    1,000

    800

    600

    400

    200

    0

    1,019

1,097

+8%

Q3 2024 Q3 2025

Chart 3.2.3 O&M Contracts, Per Type, in % Chart 3.2.4 O&M Contracts - Geographical Split, in %

AuM 13%

4%

O&M 83%

Cardio

10% Slovakia

2%

Au New

Poland 36%

Romania 7%

Hungary 40%

Other, 3%

Czech Rep

stralia & Zealand 2%

  1. New Energy Division

    Q3 2025 was a very good quarter for capacity market revenues. The total revenues from DSR contracts increased to 4.185 million (up by 22% YoY) despite lower contracted capacities year-on-year. The increase in revenues was primarily driven by the secondary market transactions and supplementary auctions, with delivery schedule for H2 2025. The result of the

    supplementary auctions was boosting both the revenues and profitability of these contracts. The weighted average price contracted for the entire year 2025, combining both the main auction (MA), additional auctions (AA) and Supplementary Austions (SA) amounted to 193 PLN/kW per year compared to 200 PLN/kW in Q3 2024 (47 EUR/kW) per year (-3.5% YoY).

    Chart 3.3.1 Realised Capacity Market Revenues (EUR 000s) Chart 3.3.2 Contracted Capacities MA and AA, in MW

    5,000

    4,000

    500

    400

    385

    3,000

    2,000

    1,000

    0

    3,424

4,185

+22%

Q3 2024 Q3 2025

300

200

100

0

127

371

117

Q3 2024 Q3 2025

Main Auctions
Additional Auctions

In Q3 2025 the total capacity of aggregated assets in the Virtual Power Plant (VPP) remained stable at year-on-year at 462 MW.

Chart 3.3.3 Prices Contracted in MA and AA, Chart 3.3.4 Assets Aggregated in Virtual Power Plant, in PLN/kW Per Year in MW

500

400

300

200

100

-

Q1 2025 Q2 2025 Q3 2025 Q4 2025

Main Auction Additional Auction

500

400

300

200

100

0

389

175

287

75

Q3 2024 Q3 2025

Contracted Aggregated DSR asset

Aggregated Generation Assets

The second stream of revenues of the New Energy division is electricity offtake from renewable energy producers for trading on the day-ahead and intra-day energy markets, as well as supplying it to energy users. The Group actively trades electricity in Hungary, Poland and the Czech Republic. In Q3 2025, the total

volume of electricity traded across all markets reached nearly 71 GWh, more than doubling year-on-year. During the same period, revenues from energy trading rose to EUR 4.45 million, up by 54.4% YoY, driven primarily by the significant growth in trading volumes.

Chart 3.3.5 Electricity Trading Revenues (EUR 000s) Chart 3.3.6 Electricity Trading Volume, in MWh

5,000

Thousand Euro

4,000

3,000

2,000

1,000

0

Q3 2024 Q3 2025

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

0

2,879

4,446

+54%

32,473

71,179

+119%

Q3 2024 Q3 2025

  1. Engineering and EPC Contracts

    In the reporting period, the main streams of external revenues in the Engineering segment were related to EPC contracts for C&I clients mainly in Australia and New Zealand. In October Photon Energy completed, energised and commissioned the

    20.8 MWp Pukenui Solar Farm in New Zealand. Lower revenues in the reporting period reflect the transitional stage between the completion of Pukenui and before the next EPC project Hyperion accelerates. The third quarter also brought a clear improvement in the segment of on-site PV solutions and battery storage systems in CEE region. Several projects have moved into the construction phase - mainly public tenders - which has allowed us to strengthen our references and position ourselves for additional tenders we have recently applied for. We currently have a solid pipeline of interesting opportunities for PV solutions, however, many of these will shift to 2026. These include BESS, ground-mounted, and larger rooftop PV installations for commercial clients and municipalities, where we have reached the final stages of tendering processes and are awaiting decisions.

    The above trends, transitional period and delays in PV solutions resulted in the decline of external revenues to EUR 1.422 million, -69% year-on-year. For more details see Section 5.

    Chart 3.4.1 Engineering External Revenues, (EUR 000s)

    6,000

    4,546

    -69%

    1,422

    4,000

    2,000

    0

    Q3 2024 Q3 2025

  2. Technology Trading

    Q3 2025 showed a period of steady performance and project diversification, consolidating the strong first-half results. While module volumes slightly softened versus Q2 due to seasonal slowdowns in construction, the quarter remained well above 2024 levels, reaffirming our strong market position.

    We reported sales of 37.2 MW of modules reflecting a healthy demand across ongoing EPC projects in Hungary and Romania, as well as new tenders launched in Poland and Slovakia. Although the quarterly figure was marginally lower than Q2, overall module deliveries are tracking above the year-to-date plan.

    The sales of inverters (4.8 MW) were lower year-on-year but have stabilised quarter-on-quarter, in line with installation schedules, as more hybrid and centralised systems shifted towards integrated inverter solutions.

    In the case of battery storage (6.6 MWh) we recorded another quarter of solid growth, with installations expanding particularly in agricultural and municipal microgrid applications.

    The above trends resulted in external revenues amounting to EUR 5.416 million in Q3 2025, marking a more than double increase year-on-year.

    In Q4 we have observed a strong order pipeline and several mid-scale projects scheduled for commissioning before year-end. Key drivers for the coming months include: a) ongoing public funding rounds supporting C&I and municipal PV + storage projects in Central Europe, b) growing agrivoltaics' adoption in Moldova and Hungary, with integrated battery systems becoming standard, c) improved module price stability and better logistics conditions across the EU and d) continued demand for resilient and hybridised systems, especially among industrial clients.

    While procurement lead times for select battery brands remain tight, we do not anticipate major delivery disruptions in Q4. Overall, we expect 2025 to close on a high note, maintaining robust year-on-year growth across all categories.

    Chart 3.5.1 Technology Trading Volumes Chart 3.5.2 Technology Trading Revenues, (EUR 000s)

    Inverters, MW

    Modules, MW

    6,000

    2,200

5,416

+183%

5,000

4,000

3,000

Batteries, MWh

2,000

1,000

0.0 10.0 20.0 30.0 40.0

0

Q3 2024 Q3 2025

Q3 2024
Q3 2025

    1. Photon Energy's Project Pipeline

      Project development is an important activity in Photon Energy's business model of covering the entire value chain of PV power plants. The ownership of project rights provides us with a high level of control and allows locking in EPC (one-off) and O&M (long-term) services. As a result, project development continues

      to be a key driver for our future growth. Our experience in project development and financing in various markets and jurisdictions is an important competitive advantage and mitigates the inherent risks related to project development.

      Table 3.6.1 Projects Under Development


      Country

      1. Feasibility1

      2. Early development

      3. Advanced development

      4. Ready-to-build

      technical

      5. Under construction

      Total in MWp

      Romania

      8.4

      58.5

      58.3

      39.8

      -

      165.0

      Poland

      1252

      17.2

      20.3

      -

      -

      162.5

      Hungary

      -

      -

      -

      -

      -

      0



      Australia

      -

      -

      -

      -

      -

      0



      South Africa

      -

      262.0

      -

      -

      -

      262.0

      Total in MWp

      133.4

      337.7

      78.6

      39.8

      -

      589.5

      1 Development phases are described in the glossary available at the end of this chapter. Photon Energy refers to the installed DC capacity of projects expressed in Megawatt peak (MWp) in its reporting, which might fluctuate over the project development process.

      2 Batteries storage projects are presented with reference to AC capacity

      Chart 3.6.1 Project Pipeline, in MWp DC

      1200

      1000

      1,024 MWp

      590 MWp

      800

      600

      400

      200

      0

      Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025

      Australia
      Hungary
      Romania
      Poland
      South Africa

      Summary of the changes in projects under development during Q3 2025 include mainly changes in Australia. The major one was the sale of Yadnarie project, which was concluded in July 2025, following the receipt of the development approval. Photon Energy entered into an agreement with AGL Energy Ltd. - Aus-tralia's largest energy generator - for the sale and transfer of 100% of the project rights to AGL Energy. The Yadnarie project was designed to deploy RayGen Resources' world-first solar-plus-storage technology. PV Ultra concentrates sunlight onto Australian-made, highly efficient solar modules, and heat is captured and stored in water reservoirs for on-demand electricity dispatch via Organic Rankine Cycle (ORC) turbines. Located in Cleve on South Australia's Eyre Peninsula, the project was designed to combine up to 150 MW of concentrated solar generation and 90 MW of thermal generation, integrated with at least

      720 MWh of long-duration electro-thermal energy storage. The sale transaction of the Yadnarie project is in line with the Group's strategic focus on developing and monetising renewable assets. For more details of this transaction please refer to our report here.

      Upon the completion of sale of Yadnarie project, the management made a strategic decision not to renew the land lease option for remaining projects in the feasibility stage, and to discontinue the development activities in Australia.

      In Romania, 3.4 MWp of projects were advanced and moved to the ready-to-build stage. The total pipeline of ready-to-build projects now amounts to 39.8 MWp. Additionally, 16.4 MWp of projects in early development were halted due to the unavailability of grid connection capacity.

      Glossary of terms Definitions

      Development phase 1:

      "Feasibility"

      Development phase 2:

      "Early development"

      Development phase 3: "Advanced development"

      Development phase 4:

      "Ready-to-build technical"

      Development phase 5:

      "Under construction"

      LOI or MOU signed, location scouted and analysed, working on land lease/purchase, environmental assessment and application for grid connection.

      Signing of land option, lease or purchase agreement, Environmental assessment (environmental impact studies "EIS"

      for Australia), preliminary design.

      Specific to Europe: Application for Grid capacity, start work on permitting aspects (construction, connection line, etc.). Specific to Australia: community consultation, technical studies.

      In Europe: Finishing work on construction permitting, Receiving of MGT (HU)/ATR (ROM) Letter, finishing work on permitting for connection line, etc.

      In Australia: Site footprint and layout finalised, Environmental Impact Statement and development application lodged. Grid connection studies and design submitted.

      In Europe: Project is technical ready to build, we work on offtake model (if not FIT or auction), securing financing (internal/external). In Australia: Development application approved, offer to connect to grid received and detailed design commenced. Financing and off-take models/arrangements (internal/external) under negotiation.

      Procurement of components, site construction until the connection to the grid.

      Additionally, for Australian projects, signature of Financing and off-take agreements, reception of Construction certificate, conclusion of connection agreement, EPC agreement, Grid connection works agreements.

      DC and AC capacity Electricity grids run on alternating current (AC). Solar modules produce direct current (DC), which is transformed into AC by inverters. Heat, cable lines, inverters and transformers lead to energy losses in the system between the solar modules and the grid connection point. Cumulatively system losses typically add up to 15-20%. Therefore, for a given grid connection capacity a larger module capacity (expressed in Watt peak - Wp) can be installed without exceeding the grid connection limit. At times of extremely high production, inverters can reduce the volume of electricity so that the plant stays within the grid connection limits.

      Photon Energy N.V. Q3 2025 Report

      Country

      Location

      Dev. phase

      Equity share

      MWp DC

      Commercial Model

      Land

      Grid connection

      Construction permit

      Expected SoC1

      Romania

      Tamadu Mare-1

      4

      100%

      4.5

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Romania

      Tamadu Mare-2

      4

      100%

      6.2

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Romania

      Sannicolau Mare

      4

      100%

      7.4

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Romania

      Guilvaz

      4

      100%

      6.1

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Romania

      Faget 4

      4

      100%

      6.1

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Romania

      Faget 5

      4

      100%

      6.2

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Romania

      Vadu Izei

      4

      100%

      3.4

      Merchant/PPA

      Secured

      Secured

      Secured

      TBC

      Table 3.6.2 Progress on Projects Ready-to-Build Stage 4

      Update on the project

      Grid reinforcement works have been completed. Grid connection works are being scheduled

      Grid reinforcement works have been completed. Grid connection works are being scheduled

      Grid reinforcement works have been completed. Grid connection works are being scheduled

      TOTAL

      39.8

      Project procurement in planning Project procurement in planning Project procurement in planning Project procurement in planning

      1 SoC stands for expected start of construction date.

      Table 3.6.3 Progress on Projects Under Construction












      Country Location Dev. phase Equity share MWp DC Commercial Model Construction progress

      TOTAL

      -

      -

      -

      -

      -

      -

      Procurement Site Preparations Substructures Technology Installed Connection Works Commissioning



  1. Enterprise Value, Share and Bond Price Performance Main Market of the Warsaw Stock Exchange

    The Company's shares are listed on the regulated market of the Warsaw Stock Exchange (WSE) since 5 January 2021. Prior to that date, the shares were listed in the alternative system of trading - NewConnect, organised by WSE. On 30 September

    2025 the Company's shares (ISIN NL0010391108) closed at a price of PLN 2.81 (-34.2% YTD). The total trading volume in Q3 2025 amounted to 698,549 shares while the total trading volume during the last 12M amounted to 3,167,882 shares.

    Chart 4.1 Total Monthly Volumes and Daily Closing Share Price (ISIN NL0010391108)

    15.00

    12.00

    9.00

    6.00

    3.00

    0.00

    Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Total monthly volumes - right axis Closing share price (PLN) - left axis

    0.45

    0.40

    0.35

    0.30

    Millions

    0.25

    0.20

    0.15

    0.10

    0.05

    0.00

    Chart 4.2 Enterprise Value vs. Trailing 12 Months (TTM) EBITDA (in Millions EUR) Chart 4.3 Enterprise Value / Trailing 12 Months EBITDA and Price to Book Ratio

    350

    300

    EV in Eur Million

    250

    200

    150

    100

    50

    0

    Notes:

    Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025

    10.0

    € 8.81

    € 6.50

    9.0

    TTM EBITDA in Eur Million

    8.0

    7.0

    6.0

    5.0

    4.0

    3.0

    2.0

    1.0

    0.0

    35.0x

    30.0x

    25.0x

    20.0x

    15.0x

    10.0x

    5.0x

    0.0 x

    Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025

    EV/EBITDA trailing Price/book ratio

    3.0x

    25.2x

    24.2x

    1.4x

    0.7x

    2.5x

    2.0x

    1.5x

    1.0x

    0.5x

    0 x

    EV - Enterprise value is calculated as the market capitalisation as of the end of the reporting month, plus net debt, defined as Interest-bearing liabilities (adjusted with the market value of Green Bond ISIN: DE000A3KWKY4 as of 30 September 2025) minus liquid assets.

    The trailing 12-month EBITDA is the sum of EBITDA reported in the last four quarterly reports including this reporting period.

    Price/book ratio - is calculated by dividing the closing price of the stock as of the end of the reporting period by the book value per share reported in the last quarterly report.

    EV/EBITDA ratio - is calculated by dividing the Enterprise Value by the Trailing 12 months (TTM) EBITDA.

    Main Market of the Prague Stock Exchange

    The Company's shares are listed on the regulated market of the Prague Stock Exchange (PSE) as of 5 January 2021. Prior to that date, the shares were traded on Free Market of PSE.

    On 30 September 2025 the share price (ISIN NL0010391108) closed at a level of CZK 16.32 (-31.1% YTD). The total trading volume in Q3 2025 amounted to 1,334,725 shares.

    Total trading volumes during the last 12M amounted to 6,561,341 shares.

    Quotation Board of the Frankfurt Stock Exchange

    The Company's shares have been traded on the Quotation Board of the Frankfurt Stock Exchange since 11 January 2021. Additionally, the Company's shares are traded on the Free Market (Freiverkehr) of the Munich Stock Exchange since 28 July 2020, Free Market (Freiverkehr) of the Berlin Stock Exchange since 13 January 2021 and on the Free Market (Freiverkehr) of the Stuttgart Stock Exchange since 14 January 2021.

    On 30 September 2025, the share price (FSX: A1T9KW) closed at a level of EUR 0.620 (-32.3% YTD). The total trading volume in Q3 2025 amounted to 26,025 shares, while the total trading volume for the last 12M amounted to 105,860 shares.

    XETRA Trading Platform (German Stock Exchange)

    The Company's shares have been listed on the electronic trading platform XETRA (provided by the German Stock Exchange) since 7 December 2022.

    On 30 September 2025, the share price (FSX: A1T9KW) closed at a level of EUR 0.656 (-27.9% YTD). The total trading volume in Q3 2025 amounted to 111,734 shares and the total trading volumes for the last 12M amounted to 277,193 shares.

    Outstanding Bonds

    As of the reporting date the Company has one outstanding bond (Green EUR Bond 2021/2027) with an annual coupon of 6.50% and quarterly payments. The Green EUR Bond (ISIN: DE000A3KWKY4) received a Second Party Opinion with regards to its sustainability by imug | rating, and can be traded on the

    Open Market of the Frankfurt Stock Exchange. The net proceeds of this Green EUR Bond are being invested in accordance with the Company's Green Finance Framework, published on the Company's website. The total outstanding amount of the Green EUR Bond as of the reporting date was EUR 78.9 million.

    Green EUR Bond 2021/27 Trading Performance

    In Q3 2025, the overall trading volume of Green EUR Bond amounted to EUR 0.384 million in nominal terms, with an opening price of 52.00 and a closing price of 42.00.

    The total 12M trading volume in nominal terms amounted to EUR 3.032 million.

    Chart 4.4 Total Monthly Volumes vs. Daily Closing Green EUR Bond Prices

    110.0

    100.0

    90.0

    80.0

    70.0

    60.0

    50.0

    40.0

    30.0

    20.0

    10.0

    0.0

    Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25

    0.90

    0.80

    0.70

    0.60

    Millions

    0.50

    0.40

    0.30

    0.20

    0.10

    0.00

    Total nominal value (EUR) - right axis Closing price (%) - left axis

  2. Comments to Consolidated Financial Statements for Q3 2025 Profit and Loss Statement

    Consolidated revenues reached EUR 24.270 million in Q3 2025, marking a 6.2% year-on-year (YoY) increase. Revenues from electricity generation totalled EUR 7.788 million, down by 13.8% YoY, following weaker capacity generation (-9.4% YoY) and slightly weaker average realised revenues of EUR 164/MWh (-5.1% YoY). The generation output declined to 49.8 GWh compared to 55.0 GWh a year earlier, as a result of a sale of 14.5 MWp in Australia and the temporary shutdown of operating assets in Romania due to on-going licensing process.

    Other revenues increased by 19.3% YoY to EUR 16.482 million in Q3 2025. The most significant growth was recorded in the technology trading business which reported an increase of revenues to EUR 5.416 million (+146.2% YoY), driven by a strong demand for PV modules and batteries in CEE region. Our New Energy division also reported solid revenue growth, which increased to EUR 8.921 million (+37.7% YoY) on the back of supplementary auctions in the capacity market in Poland and growing electricity trading volume for our O&T business. A small increase was also recorded in the O&M segment, with revenues increasing to EUR 1.097 million, up by 7.7% YoY. A contraction of revenues was recorded in the Engineering segment with revenues declining to EUR 1.422 million (-68.7% YoY) upon the completion of 20.8 MWp project in New Zealand.

    On the cost side, expenses for raw materials and consumables rose to EUR 10.259 million, reflecting a 26.5% YoY increase. This growth was primarily driven by higher volumes in the technology trading segment. Other operating expenses amounted to EUR 8.238 million, up by 47.5% YoY. Those costs include a one-off charge related to the sale of Yadnarie project in the amount of EUR 2.2 million.

    Under Other income, the Group recorded proceeds from the sale of the Yadnari project amounting to EUR 3.6 million. This

    includes an instalment of EUR 0.8 million received in Q3 and EUR 0.3 million scheduled for payment in Q4. The remaining EUR 2.5 million represents discounted proceeds, reflecting certain probabilities of achieving transactional milestones between 2026 and 2030, with the majority of this amount expected in 2026, upon AGL's final investment decision.

    The above changes resulted in EBITDA of EUR 4.488 million in Q3 2025 compared to EUR 3.800 million in Q3 2024, up by 18.1% YoY.

    Depreciation remained stable at EUR 3.388 million (-0.9% YoY). The decline of depreciation related to the sale of Australian assets, was partially offset by addition of operating assets in Romania and Hungary.

    Below EBITDA, the Group recognised an impairment charge of EUR 1.6 million. This impairment relates primarily to the write-off of intangible assets (EUR 1.2 million), associated with software developed for the New Energy division. An additional EUR

    0.4 million of impairment relates to the write-off of projects from the development pipeline.

    Financial expenses amounted to EUR 2.240 million in Q3 2025, representing a 22.2% decline year-on-year, related to the unwinding of hedging position in Hungary.

    The Group recorded a net loss of EUR 2.661 million in Q3 2025 compared to a net loss of EUR 2.959 million in Q3 2024.

    Other comprehensive income was positive and amounted to EUR 0.406 million as a result of a positive foreign currency translation difference.

    The total comprehensive income came at EUR -2.255 million in Q3 2025 compared to a positive EUR 1.018 million in Q3 2024.

    Table 5.1 Summary of Selected Positions from Profit and Loss Statement for the Reporting Period

    Category (in thousands of EUR)

    Q3 2025

    Q3 2024

    YoY (%)

    YTD 2025

    YTD 2024

    YoY (%)

    Total revenues

    24,270

    22,852

    6.2%

    72,026

    64,141

    12.3%

    Revenues from electricity generation

    7,788

    9,036

    -13.8%

    20,117

    21,331

    -5.7%

    Other revenues

    16,482

    13,816

    19.3%

    51,909

    42,810

    21.3%

    EBITDA

    4,488

    3,800

    18.1%

    8,533

    9,857

    -13.4%

    EBIT

    -369

    384

    NA

    -1,648

    1,227

    NA

    Profit/loss from continuing operations

    -2,661

    -2,959

    NA

    -9,624

    -7,068

    NA

    Total comprehensive income

    -2,255

    1,018

    NA

    -5,008

    -5,202

    NA

    Summary of key business data

    Electricity production, in thousands MWh

    49,842

    55,001

    -9.4%

    123,644

    141,754

    -12.8%

    Average realized prices, in EUR/MWh

    164

    173

    -5.1%

    167

    149

    11.8%

    EUR Million

    Chart 5.1 Revenues, EBITDA and EBITDA Margin, by Quarters During Q3 2024 - Q3 2025

    50.0

    40.0

    30.0

    20.0

    10.0

    0.0

    -10.0

    17%

    18%

    5%

    11%

    Q3 2024

    Revenues 22,852

    EBITDA 3,800

    EBITDA margin 17%

    -8%

    Q4 2024

    25,775

    -2,036

    -8%

    Q1 2025

    22,049

    1,206

    5%

    Q2 2025

    25,707

    2,839

    11%

    Q3 2025

    24,270

    4,488

    18%

    50%

    40%

    30%

    20%

    10%

    0%

    -10%

    Business Segments Analysis in Q3 2025

    The consolidated revenues of EUR 24.27 million were driven primarily by three main Group activities: New Energy (37%), Investments (29%), and Technology (22%). The Engineering segment contributed 6%, while Operations and Maintenance accounted for nearly 5% of consolidated revenues. The Water and Remediation business remained below 2%.

    In terms of profitability, EBITDA in the New Energy division increased to EUR 1.428 million, compared to EUR 0.177 million a year earlier, supported by favourable pricing secured in the supplementary auctions and strong performance of the Origination & Trading business. In the Investments segment EBITDA declined to EUR 6.584 million (-9.8%) due to lower volumes and prices but EBITDA margin remained stable YoY. EBITDA from the Technology segment declined from EUR 0.019 million in Q3 2024 to EUR -0.196 million as a result of project timing and the revenue recognition. A few larger EPC and supply contracts initially scheduled for delivery and invoicing in late Q3 were shifted into early Q4 due to client-site permitting and logistics delays. Additionally, the PV market across Central and Eastern Europe experienced short-term price compression, particularly on modules and hybrid inverters, as suppliers cleared stock ahead of year-end. We decided to align our prices to maintain competitiveness and secure future framework agreements, which slightly reduced gross margin in the quarter.

    The O&M segment reported EBITDA of EUR -0.432 million compared to EUR -0.826 million a year earlier, reflecting an improvement driven by economies of scale. The Engineering segment negatively impacted consolidated EBITDA, accounting for a EUR

    2.002 million loss in the consolidated results. This was primarily related to the completion of the Pukenui project in New Zealand, which proved particularly challenging due to its remote location and unforeseen technical complications in an early stage PV market, which led to cost overruns, execution delays and contractual penalties that ultimately eroded project margins.

    Finally, in the Other segment, which includes revenue arising from the Water and Remediation business and balance of corporate overheads, EBITDA amounted to EUR -0.894 million compared to EUR -3.799 million. This improvement was driven by positing a positive result on the sale of Yadnarie project in the amount of EUR 3.6 million. For details see our ESPI report 18/2025 here.

    An analysis of external EBITDA has been prepared, considering only directly allocated costs of entities included in each segment. The external EBITDA does not include allocations of certain inter-Group costs, which are still presented in the Other segment.

    Chart 5.4 External Revenue Comparison (000s EUR) Chart 5.5 External Revenue Mix, in Q3 2025 (%)

    Other O&M Investment Technology New Energy Engineering

    Investment 29%



    O&M 5%

    Other 1%

    Engineering 6%

    0 2,000 4,000 6,000 8,000 10,000

    Q3 2024
    Q3 2025

    Technology 22%

    New Energy 37%

    Chart 5.6 External EBITDA Realised per Business Segment, in Q3 2025 (EUR)

    8.0

    6.0

    6.58

    Milions

    4.0

    2.0

    1.43

    0.0

    -2.0

    -4.0

    -2.00

    -0.20 -0.43 -0.89

    Engineering New Energy Investments Technology O&M Others

    Balance Sheet

    At the end of the reporting period, total non-current assets amounted to EUR 220.173 million compared to EUR 216.890 million at the end of 2024. This increase can be primarily explained by the commissioning of 5.1 MWp in Hungary and revaluation of Hungarian assets.

    Current assets declined to EUR 48.139 million, down by EUR 7.807 million compared to YE 2024. The main changes include reduction in inventories by EUR 2.580 million, reduction in other receivables by EUR 5.441 million and declining Assets held for sale by EUR 2.050 million. These trends were partially offset by higher contracted assets by EUR 1.476 million and higher trade receivables by EUR 3.036 million.

    Non-current liabilities increased to EUR 171,529 million, up by EUR 3.868 million compared to YE 2024. This increase was driven primarily by a reclassification of EUR 5.0 million EBRD loan, back to long-term liabilities and an increase of deferred tax liabilities (up by EYR 1.601 million).

    Current liabilities amounted to EUR 41.657 million, down by EUR 3.453 million compared to YE 2024, this is partly due to the above-mentioned reclassification of EBRD loan back to longterm liabilities, which was partially offset by higher contracted liabilities by EUR 2.351 million.

    Chart 5.2 Net Current Assets Chart 5.3 Breakdown of Liabilities and Equity (%)

    1.6

    1.3

    1.3

    1.1 1.1

    2.0

    100%

    80%

    60%

    40%

    20%

    0.0

    0%

    Q3 2024

    Q4 2024

    Q1 2025

    Q2 2025 Q3 2025

    30

    25

    EUR Million

    20

    15

    10

    5

    0











    Net current assets Quick Ratio

    ST liabilities
    LT liabilities
    Equity

    Changes in Equity

    Equity amounted to EUR 55.126 million and has declined by EUR 4.939 million compared to the level recorded at YE 2024 due to the negative result in the period.

    The adjusted equity ratio (defined as total equity divided by total capital, being the sum of interest-bearing debt and equity) stood at 24.2% compared to 25.6% at the end of 2024. The bond covenant which requires this ratio to remain above 25% is assessed at year-end, following the completion of the audited accounts.

    The adjusted equity ratio calculation allows a carve out in the event of a shortfall in the ratio resulting from regulatory

    changes (Section 7, article 3 (g) of the Terms and Conditions of the Green Bond prospectus refers).

    As described in our Q4 2024 report, the effect of changes in the Hungarian KAT feed in tariff (FiT) applicable from 1 January 2025 has reduced the valuation of that part of our PV portfolio dependent on KAT FiT. Additionally, an impact of the regulatory changes in Romania, which resulted in a loss of earnings was included in the reporting period. If the carve out was applied, the adjusted equity ratio at 30 September 2025 would be 25.6%.

    Cash Flow

    The Group posted a positive operating cash flow of EUR 2.275 million compared to EUR 6.882 million. Weaker operating cash flow can be partially attributed to higher non-cash items which

    were booked into Q3 result, FX translation difference and other non-cash items.

    Investment cash flow amounted to EUR -0.469 million as a net difference between the acquisition of assets in the amount of EUR 1.2 million and the proceeds from the sale of Yadnarie project in the amount of EUR 0.8 million.

    Financing cash flow amounted to EUR -1.905 million as a result of interest cost payments, while the outstanding amount of debt remained stable.

  3. General Information About the Issuer

    The table below presents general information about Photon Energy NV, hereinafter referred to as the "PENV", "Issuer", "the Group" and/or the "Company".

    Company name: Photon Energy N.V.

    Registered office: Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands Registration: Dutch Chamber of Commerce (Kamer van Koophandel) Company number: 51447126

    Tax-ID: NL850020827B01

    Ticker: PEN

    Web: https://www.photonenergy.com

  4. Share Capital of the Issuer

    The Company's share capital is EUR 612,385.21 divided into 61,238,521 shares with a nominal value of EUR 0.01 each. The share capital is fully paid-up.

    Share capital on 30 September 2025

    Series / issue

    Type of shares

    Type of preference

    Limitation of right

    to shares

    Number of shares

    Nominal value of series/issue (EUR)

    A

    bearer

    -

    -

    61,238,521

    612,385.21

    Total number of shares

    61,238,521

    Total share capital

    612,385.21

    Nominal value per share = EUR 0.01

    In the reporting period there were no changes to the share capital.

  5. Shareholder Structure

    On 30 September 2025, based on public filings with the AFM, Netherlands, the shareholder structure was as follows:

    Shareholdings as the reporting date

    No. of shares

    % of capital

    No. of votes at Shareholders Meeting

    % of votes at Shareholders Meeting

    Solar Future Cooperatief U.A.

    20,650,216

    33.72%

    20,650,216

    34.32%

    Solar Power to the People Cooperatief U.A.

    19,694,640

    32.16%

    19,694,640

    32.73%

    Solar Age Investments B.V.

    1,097,859

    1.79%

    1,097,859

    1.82%

    Photon Energy N.V.

    1,069,897

    1.75%

    0

    0.00%

    Free float

    18,725,909

    30.58%

    18,725,909

    31.12%

    Total

    61,238,521

    100.00%

    60,083,284

    100.00%

  6. Statutory Bodies of the Issuer Board of directors on 30 September 2025

    The Board of Directors is responsible for the day-to-day operations of the Company. The Company's Board of Directors has the follow-

    ing members

    Name and surname

    Position Date of Appointment

    Term

    Georg Hotar

    Director (Bestuurder) 14 June 2024*

    2028

    *Mr Hotar has been one of the Company's founders and original managing directors since 9 December 2010. Mr Hotar was reappointed by the Annual General Meeting of shareholders on 14 June 2024, for another 4-year term. Until 4th September, 2025, Mr. David Forth had been a member of the Board of Directors and the Chief Financial Officer. He resigned from both roles for personal reasons effective 4th September 2025 resulting in Mr. Hotar being presently the sole member of the Board of Directors. The role of CFO has been taken over by Mr. Stanislav Zeman.

    Supervisory Board

    The supervisory body of the Company is the Supervisory Board comprising the supervisory directors. The Supervisory Board provides guidance to and oversight of the management board on the general course of affairs of the Company.

    The Supervisory Board members also serve as an audit committee. The Issuer's Supervisory Board has the following members:

    Name and surname

    Position Date of Appointment

    Term

    Marek Skreta

    Chairman of the Supervisory Board 14 June 2024* Supervisory Board Member 14 June 2024*

    Chairman of the Audit Committee 31 May 2022

    2028

    Boguslawa Skowronski

    2028

    Ariel Sergio Davidoff

    2026

    Mr Skreta and Mrs. Skowronski have been the Company's Supervisory Board since 4 December 2020 and reappointed for another fou r-year term by the Annual General Meeting of shareholders on 14 June 2024.

    There were no changes on the Supervisory Board in the reporting period.

  7. Description of the Issuer's Business Delivering the fundamentals of life

    At Photon Energy Group, we are dedicated to ensuring that everyone has access to clean, affordable energy and water. We deploy technology to provide these fundamentals and help build a thriving, sustainable world.

    We take a holistic approach to our work, within our companies and as a group, offering solutions that can be delivered separately or as an integrated package. This allows us to meet the complete needs of our customers and takes us closer to a world

    where energy and water - the fundamentals of life - are clean, safe and accessible to all.

    Photon Energy N.V., the holding company for Photon Energy Group, is listed on the Warsaw, Prague and Frankfurt Stock Exchanges.

    We are headquartered in Amsterdam, with offices in Australia and across Europe.



    Photon Energy provides comprehensive renewable energy solutions to help everyone benefit from the green transition. Our solutions range from the development, construction and operation of solar power systems to localised energy trading and flexibility programs. We are also an independent power producer with a growing portfolio of solar PV power plants.

    Photon Water provides clean water solutions for all environments, from treatment and remediation services to the management of wells and other water resources. We also work closely with leading academic institutions and participate in governmental research programmes to develop cutting-edge water treatment and management solutions.





    Utility-scale Solar Power

    Our comprehensive solutions cover the full lifecycle of PV installations, from project development to EPC.

    On-site Solar Power and Energy Storage


    We design, build and manage PV power and energy storage systems for rooftops and other property.



    O&M for Photovoltaics

    We provide a full range of operations and maintenance solutions for solar PV systems.

    Wholesale Photovoltaic Components

    Through our dedicated eShop, we supply world-class technology to PV installers across Europe.



    Energy Offtake and Supply

    As a licenced energy trader in six countries,

    we purchase and supply energy from renewable sources including solar, wind and biogas.

    Energy Flexibility


    We offer localised Capacity Market programs and other flexibility solutions to help optimise energy use and support grid stability.





    Lake Management

    We help our customers make the best, most efficient use of their water resources, such as lakes, ponds and industrial water bodies.

    Remediation



    We offer a range of remediation services to eliminate PFAS and other contaminants from water and soil.

    Wells and Resources

    We provide complete services for wells and water resources, from design to maintenance.

    Water Treatment and Recycling



    We design and implement industrial and municipal water treatment plants and water recycling systems.

    Country-specific references

    As of 30 June 2025, Photon Energy is active in nine countries across three continents (headquartered in Amsterdam), with a track record of building more than 180 MWp of grid-connected

    PV plants across five countries, a proprietary portfolio of 134.7 MWp of PV plants and more than 1.1 GWp of PV power plants under O&M management across two continents.



  8. Employees

    As of 30 September 2025, Photon Energy Group had 316 employees compared to 345 employees in the comparable period last year, translating into 304.9 full-time-equivalent (FTE), compared to 332.4 FTE as of the end of Q3 2024.

    Chart 11.1 Total Number of Employees and FTE Employees

    Full-time equivalent (FTE) is a unit that indicates the workload of a person in a way that makes workloads comparable across various contexts. An FTE of 1.0 means that the person is equivalent to a full-time employee, while an FTE of 0.5 signals that the employee is only half-time.

    Employee Share Purchase Programme

    350

    340

    330

    320

    310

    300

    290

    280

    345

    337

    332.4

    318

    316

    304.9

    307.1

    324.3 325.6

    335

    Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025

    FTE
    No of employees

    The management of the Company recognises the significant contribution of the team members to the future development of the Group. Therefore, it operates an Employee Share Purchase Programme as a part of its motivation system. Under the terms of the programme, the Group periodically purchases shares for participating employees equal to 10% of their gross compensation net of taxes. Participants of the Employee Share Purchase Programme have the right to dispose their shares, after three years of holding the shares.

    During the reporting period, the Company transferred in total 85,340 shares to its employees eligible for the share bonus in line with the Employee Share Purchase Programme.

  9. Group Structure

    The following table presents the Group's structure (subsidiaries and joint ventures) and the holding company's stake in the entities comprising the Group as of 30 September 2025.

    Name

    % of share capital held by the holding

    company

    Country of registration

    Consolid. method

    Legal Owner

    1

    Photon Energy N.V. (PENV)

    Holding

    NL

    Full Cons.

    -

    2

    Photon Energy Operations NL B.V. (former Photon Directors B.V.)

    100%

    NL

    Full Cons.

    PEONV

    3

    Photon Energy Engineering B.V. (PEEBV)

    100%

    NL

    Full Cons.

    PENV

    4

    Photon Energy Operations N.V. (PEONV)

    100%

    NL

    Full Cons.

    PENV

    5

    Photon Remediation Technology N.V.

    100%

    NL

    Full Cons.

    PENV

    6

    Photon Energy Australia Pty Ltd.

    100%

    AU

    Full Cons.

    PENV

    7

    Photon Energy AUS SPV 1 Pty. Ltd.

    100%

    AU

    Full Cons.

    PENV

    8

    Photon Energy AUS SPV 4 Pty. Ltd.

    100%

    AU

    Full Cons.

    PENV

    9

    Photon Energy Operations Australia Pty.Ltd.

    100%

    AU

    Full Cons.

    PEONV

    10

    Photon Energy Engineering Australia Pty Ltd

    100%

    AU

    Full Cons.

    PEEBV

    11

    Photon Remediation Technology Australia Pty Ltd.

    100%

    AU

    Full Cons.

    PRTNV

    12

    Photon Energy SGA Pty. Ltd.

    100%

    AU

    Full Cons.

    PENV

    13

    Photon Water Australia Pty. Ltd.

    100%

    AU

    Full Cons.

    PENV

    14

    RayGen Resources Pty. Ltd.

    7.60%

    AU

    Equity

    PENV

    15

    Photon New Energy Pty. Ltd.

    100%

    AU

    Full Cons.

    PENV

    16

    Photon Energy AUS SPV 14 Pty Ltd

    100%

    AU

    Full Cons.

    PENV

    17

    Global Investment Protection AG

    100%

    CH

    Full Cons.

    PENV

    18

    Photon Energy Investments AG (PEIAG)

    100%

    CH

    Full Cons.

    PENV

    19

    KORADOL AG (KOAG)

    100%

    CH

    Full Cons.

    PENV

    20

    Photon Energy Solutions A.G.

    100%

    CH

    Full Cons.

    PENV

    21

    Photon Property AG,

    100%

    CH

    Full Cons.

    PENV

    22

    Photon Energy Corporate Services CZ s.r.o.

    100%

    CZ

    Full Cons.

    PENV

    23

    Photon Energy Solutions CZ a.s.(former Photon Energy Solutions CZ s.r.o.)

    100%

    CZ

    Full Cons.

    KOAG

    24

    Photon SPV 11 s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    25

    Photon Energy Operations CZ s.r.o. (PEOCZ)

    100%

    CZ

    Full Cons.

    PEONV

    26

    Photon Energy Control s.r.o.

    100%

    CZ

    Full Cons.

    PEOCZ

    27

    Photon Energy Technology CEE s.r.o.

    100%

    CZ

    Full Cons.

    PEEBV

    28

    Photon Water Technology s.r.o.

    65%

    CZ

    Full Cons.

    PENV

    29

    Photon Remediation Technology Europe s.r.o. (former Charles Bridge s.r.o.)

    100%

    CZ

    Full Cons.

    PENV

    30

    Photon Energy Engineering s.r.o. (former Photon Energy Solutions s.r.o. )

    (PEECZ)

    100%

    CZ

    Full Cons.

    PENV

    31

    Photon Energy Projects s.r.o. (PEP)

    100%

    CZ

    Full Cons.

    PENV

    32

    Photon Energy Cardio s.r.o.

    100%

    CZ

    Full Cons.

    PEOCZ

    33

    Photon Maintenance s.r.o. (former The Special One s.r.o.)

    100%

    CZ

    Full Cons.

    PENV

    Name

    % of share capital held by the holding

    company

    Country of registration

    Consolid. method

    Legal Owner

    34

    Exit 90 SPV s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    35

    Onyx Energy s. r. o.

    100%

    CZ

    Full Cons.

    KOAG

    36

    Onyx Energy projekt II s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    37

    Photon SPV 3 s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    38

    Photon SPV 4 s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    39

    Photon SPV 6 s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    40

    Photon SPV 8 s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    41

    Photon SPV 10 s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    42

    Kaliopé Property, s.r.o.

    100%

    CZ

    Full Cons.

    KOAG

    43

    PESPV 1 s.r.o.

    100%

    CZ

    Full Cons.

    PESCZ

    44

    PESPV 2 s.r.o.

    100%

    CZ

    Full Cons.

    PESCZ

    45

    Photon Energy Solutions s.r.o.

    100%

    CZ

    Full Cons.

    PESCZ

    46

    Photon Energy Technology EU GmbH

    100%

    DE

    Full Cons.

    PENV

    47

    Photon Energy Corporate Services DE GmbH

    100%

    DE

    Full Cons.

    PENV

    48

    EcoPlan 2 s.r.o.

    100%

    SK

    Full Cons.

    PENV

    49

    EcoPlan 3 s.r.o.

    100%

    SK

    Full Cons.

    PENV

    50

    Fotonika s.r.o.

    100%

    SK

    Full Cons.

    PENV

    51

    Photon SK SPV 1 s.r.o.

    50%

    SK

    Equity

    PENV

    52

    Photon SK SPV 2 s.r.o.

    100%

    SK

    Full Cons.

    PENV

    53

    Photon SK SPV 3 s.r.o.

    100%

    SK

    Full Cons.

    PENV

    54

    Solarpark Myjava s.r.o.

    50%

    SK

    Equity

    PENV

    55

    Solarpark Polianka s.r.o.

    50%

    SK

    Equity

    PENV

    56

    SUN4ENERGY ZVB s.r.o.

    100%

    SK

    Full Cons.

    PENV

    57

    SUN4ENERGY ZVC s.r.o.

    100%

    SK

    Full Cons.

    PENV

    58

    ATS Energy, s.r.o.

    100%

    SK

    Full Cons.

    PENV

    59

    Photon Energy Operations SK s.r.o.

    100%

    SK

    Full Cons.

    PEONV

    60

    Photon Energy HU SPV 1 Kft. b.a

    100%

    HU

    Full Cons.

    PEIAG

    61

    Fertod Napenergia-Termelo Kft.

    100%

    HU

    Full Cons.

    PEIAG

    62

    Photon Energy Operations HU Kft.

    100%

    HU

    Full Cons.

    PEONV

    63

    Photon Energy Engineering HU Kft.

    100%

    HU

    Full Cons.

    PENV

    64

    Future Solar Energy Kft

    100%

    HU

    Full Cons.

    PEIAG

    65

    Montagem Befektetési Kft.

    100%

    HU

    Full Cons.

    PEIAG

    66

    Solarkit Befektetesi Kft.

    100%

    HU

    Full Cons.

    PEIAG

    67

    Energy499 Invest Kft.

    100%

    HU

    Full Cons.

    PEIAG

    68

    SunCollector Kft.

    100%

    HU

    Full Cons.

    PEIAG

    69

    Green-symbol Invest Kft.

    100%

    HU

    Full Cons.

    PEIAG

    70

    Ekopanel Befektetési és Szolgaltató Kft.

    100%

    HU

    Full Cons.

    PEIAG

    71

    Onyx-sun Kft.

    100%

    HU

    Full Cons.

    PEIAG

    72

    Tataimmo Kft

    100%

    HU

    Full Cons.

    PEIAG

    73

    Öreghal Kft.

    100%

    HU

    Full Cons.

    PEIAG

    74

    European Sport Contact Kft.

    100%

    HU

    Full Cons.

    PEIAG

    75

    ALFEMO Alpha Kft.

    100%

    HU

    Full Cons.

    PEIAG

    76

    ALFEMO Beta Kft.

    100%

    HU

    Full Cons.

    PEIAG

    77

    ALFEMO Gamma Kft.

    100%

    HU

    Full Cons.

    PEIAG

    78

    Archway Solar Kft.

    100%

    HU

    Full Cons.

    PENV

    79

    Blackhorse Solar Kft.

    100%

    HU

    Full Cons.

    PEIAG

    80

    Camden Solar Kft

    100%

    HU

    Full Cons.

    PEIAG

    81

    Ráció Master Oktatási

    100%

    HU

    Full Cons.

    PEIAG

    82

    Aligoté Kereskedelmi és Szolgáltató Kft.

    100%

    HU

    Full Cons.

    PEIAG

    83

    MEDIÁTOR PV Plant Kft.

    100%

    HU

    Full Cons.

    PEIAG

    84

    PROMA Mátra PV Plant Kft.

    100%

    HU

    Full Cons.

    PEIAG

    85

    Optisolar Kft.

    100%

    HU

    Full Cons.

    PEIAG

    86

    Ladány Solar Alpha Kft.

    100%

    HU

    Full Cons.

    PEIAG

    87

    Ladány Solar Beta Kft.

    100%

    HU

    Full Cons.

    PEIAG

    88

    Ladány Solar Gamma Kft.

    100%

    HU

    Full Cons.

    PEIAG

    89

    Ladány Solar Delta Kft.

    100%

    HU

    Full Cons.

    PEIAG

    90

    ÉGÉSPART Energiatermelő és Szolgáltató Kft

    100%

    HU

    Full Cons.

    PEIAG

    91

    ZEMPLÉNIMPEX Kereskedelmi és Szolgáltató Kf

    100%

    HU

    Full Cons.

    PEIAG

    92

    ZUGGÓ-DŰLŐ Energiatermelő és Szolgáltató Kft

    100%

    HU

    Full Cons.

    PEIAG

    93

    Ventiterra Kft.

    100%

    HU

    Full Cons.

    PEIAG

    94

    VENTITERRA ALFA Kft.

    100%

    HU

    Full Cons.

    PEIAG

    95

    VENTITERRA BETA Kft.

    100%

    HU

    Full Cons.

    PEIAG

    96

    Hendon Solar Kft.

    100%

    HU

    Full Cons.

    PEIAG

    97

    Mayfair Solar Kft.

    100%

    HU

    Full Cons.

    PEIAG

    98

    Holborn Solar Kft.

    100%

    HU

    Full Cons.

    PEIAG

    99

    Photon Energy Trading CEE Kft. (former Lerta Energy HU Kft.)

    100%

    HU

    Full cons.

    Lerta S.A.

    100

    Photon Energy Solutions HU Kft. (former LERTA Magyarország Kft.)

    100%

    HU

    Full cons.

    Lerta S.A.

    101

    Photon New Energy Alfa Kft.

    100%

    HU

    Full cons.

    PESAG

    102

    Photon New Energy Beta Kft.

    100%

    HU

    Full cons.

    PESAG

    Name

    % of share capital held by the holding

    company

    Country of registration

    Consolid. method

    Legal Owner

    103

    Photon New Energy Gamma Kft.

    100%

    HU

    Full cons.

    PESAG

    104

    Dartford Solar Kft.

    100%

    HU

    Full cons.

    PEIAG

    105

    Rochester Solar Kft.

    100%

    HU

    Full cons.

    PEIAG

    106

    Newhamp Solar Kft.

    100%

    HU

    Full cons.

    PEIAG

    107

    Brixton Solar Kft.

    100%

    HU

    Full cons.

    PEIAG

    108

    Lerta Lithuania UAB

    100%

    LI

    Full cons.

    Lerta S.A.

    109

    Photon Energy Project Development XXK (PEPD)

    99%

    MN

    Full cons.

    PEP

    110

    PEPD Solar XXK.

    100%

    MN

    Full cons.

    PEPD

    111

    Photon Energy Solutions PL S.A.

    100%

    PL

    Full cons.

    PENV

    112

    Photon Energy Polska Sp. Z o.o.

    100%

    PL

    Full cons.

    PENV

    113

    Photon Energy Operations PL Sp. z o.o.

    100%

    PL

    Full cons.

    PEONV

    114

    Alperton Solar Sp. z o.o.

    100%

    PL

    Full cons.

    PENV

    115

    Beckton Solar Sp. z o.o.

    100%

    PL

    Full cons.

    PENV

    116

    Debden Solar Sp. z o.o.

    100%

    PL

    Full cons.

    PENV

    117

    Chigwell Solar Sp. z o.o.

    100%

    PL

    Full cons.

    PENV

    118

    Ealing Solar Sp. z o.o.

    100%

    PL

    Full cons.

    PENV

    119

    Lerta S.A.

    100%

    PL

    Full cons.

    PENV

    120

    Photon Energy Trading PL Sp. z o.o. (former Lerta JRM Sp. z o.o.)

    100%

    PL

    Full cons.

    Lerta S.A.

    121

    Photon Energy Systems Sp. z o.o. (former Lerta Technology Sp. z o.o.)

    100%

    PL

    Full cons.

    Lerta S.A.

    122

    Domanowo Solar Sp. z o.o.

    100%

    PL

    Full cons.

    PENV

    123

    Stanford Solar Srl.

    100%

    RO

    Full cons.

    PEP & PEECZ

    124

    Halton Solar Srl.

    100%

    RO

    Full cons.

    PEIAG & KOAG

    125

    Aldgate Solar Srl

    100%

    RO

    Full cons.

    PEIAG & KOAG

    126

    Holloway Solar Srl.

    100%

    RO

    Full cons.

    PEIAG & KOAG

    127

    Moorgate Solar Srl.

    100%

    RO

    Full cons.

    PEP & PEECZ

    128

    Redbridge Solar Srl.

    100%

    RO

    Full cons.

    PEP & PEECZ

    129

    Watford Solar Srl

    100%

    RO

    Full cons.

    PEIAG & KOAG

    130

    Photon Energy Operations Romania Srl.

    100%

    RO

    Full cons.

    PEONV & PEOCZ

    131

    Greenford Solar Srl.

    100%

    RO

    Full cons.

    PEIAG & KOAG

    132

    Chesham Solar Srl.

    100%

    RO

    Full cons.

    PEIAG & KOAG

    133

    Photon Energy Romania Srl.

    100%

    RO

    Full cons.

    PENV & PEP

    134

    Siria Solar SRL

    100%

    RO

    Full Cons.

    PEIAG & KOAG

    135

    Brentford Solar SRL

    100%

    RO

    Full cons.

    PEIAG & KOAG

    136

    Camberwell Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    137

    Deptford Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    138

    Harlow Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    139

    Kenton Solar SRL

    100%

    RO

    Full cons.

    PEIAG & KOAG

    140

    Lancaster Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    141

    Perivale Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    142

    Romford Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    143

    Stratford Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    144

    Weston Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    145

    Photon Energy Engineering Romania SRL

    100%

    RO

    Full cons.

    PENV & PEP

    146

    Photon Energy Solutions Romania SRL (former Lerta Energy S.r.l.)

    100%

    RO

    Full cons.

    Lerta S.A.

    147

    Faget Solar Three Srl.

    100%

    RO

    Full cons.

    PEIAG & KOAG

    148

    Faget Solar Four S.R.L.

    100%

    RO

    Full cons.

    PEP & PEECZ

    149

    Faget Solar Five SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    150

    Giulvaz Solar SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    151

    ELBA SOLAR SRL

    100%

    RO

    Full cons.

    PEP & PEECZ

    152

    Photon Renewable Energy Pty. Ltd.

    100%

    SA

    Full Cons.

    PENV

    153

    Solar Age SPV 1 Pty. Ltd.

    100%

    SA

    Full Cons.

    PENV

    154

    Solar Age SPV 2 Pty. Ltd.

    100%

    SA

    Full Cons.

    PENV

    155

    Photon Energy Engineering NZ Pty. Limited

    100%

    NZ

    Full Cons.

    PEEBV

    Notes:

    Country of registration:

    AU - Australia CH - Switzerland

    CZ -Czech Republic LI - Lithuania

    DE - Germany HU - Hungary

    NL - Netherlands NZ - New Zealand

    MN - Mongolia PL - Poland

    RO - Romania SK - Slovakia

    SA - South Africa

    Consolidation method:

    Full Cons. - Full Consolidation Equity - Equity Method

    PEP & PESCZ - Photon Energy Projects s.r.o. owns 99.99% and Photon Energy Solution s.r.o. owns 0.00031%

    The following changes took place in the reporting period i.e. between 1 July and 30 September 2025:

    As of 4 July 2025, the company Lerta Lithuania UAB (LT-LER; Lithuania) has ceased to exist.

    The following changes took place after the reporting period i.e. from 1 October 2025:

    • None.

  10. Detailed Consolidated Financial Results for Q3 and Q1-Q3 2025

The tables below present the consolidated and unaudited financial statements of Photon Energy Group for the period starting on 1 July 2025 and ending on 30 September 2025 and for the three quarters of year 2025 and the corresponding periods of the previous year. The reported data is presented in accordance with International Financial and Reporting Standards (IFRS).

Consolidated Statement of Comprehensive Income for the Quarter Ended 30 September

In thousands of EUR

Q3 2025

Q3 2024

Q1-3 2025

Q1-3 2024

Revenue

24,270

22,852

72,026

64,141

Other income

3,634

109

4,389

2,013

Raw materials and consumables used

-10,259

-8,107

-33,158

-24,957

Solar levy

-699

-709

-1,860

-1,759

Personnel expenses

-4,220

-4,759

-12,715

-13,171

Other expenses

-8,238

-5,586

-20,149

-16,410

Earnings before interest taxes depreciation & amortisation (EBITDA)

4,488

3,800

8,533

9,857

Depreciation and amortisation

-3,388

-3,418

-8,544

-8,808

Impairment charges

-1,631

7

-1,651

-21

Gain (loss) on investment revaluation

37

-68

-279

0

Gain (loss) on disposal of investments

0

0

0

0

Share of profit equity-accounted investments (net of tax)

125

62

293

198

Results from operating activities (EBIT)

-369

384

-1,648

1,227

Financial income

118

52

644

231

Financial expenses

-2,240

-2,881

-8,330

-8,858

Gains less losses on derecognition of financial liabilities at amortised costs

0

0

0

0

Revaluation of derivatives

9

-8

14

4

Profit/loss before taxation (EBT)

-2,482

-2,453

-9,320

-7,397

Income tax due/deferred

-179

-508

-304

328

Profit/loss

-2,661

-2,959

-9,624

-7,068

Other comprehensive income (loss)

Items that will not be reclassified subsequently to profit or loss

Revaluation of property plant and equipment

0

2,150

2,712

2,645

Revaluation of other investments

86

-56

-644

64

Items that will be reclassified subsequently to profit or loss

Foreign currency translation difference - foreign operations

384

2,534

3,164

-618

Derivatives (hedging)

-64

-640

-616

-224

Other comprehensive income

406

3,978

4,616

1,867

Total comprehensive income

-2,255

1,018

-5,008

-5,202

Profit/loss attributable to:

Attributable to the owners of the company

-2,640

-2,970

-9,582

-7,000

Attributable to non-controlling interest

-21

11

-42

-68

Profit/loss for the year

-2,661

-2,959

-9,624

-7,068

Total comprehensive income attributable to:

Attributable to the owners of the company

-2,234

1,015

-4,966

-5,134

Attributable to non-controlling interest

-21

11

-42

-68

Total comprehensive income

-2,255

1,026

-5,008

-5,202

Earnings per share

Average no. of shares outstanding (in thousand)

60,033

59,802

60,033

59,768

Earnings per share (diluted) (in EUR)

-0.044

-0.049

-0.160

-0.118

Total comprehensive income per share (in EUR)

-0.038

0.017

-0.084

-0.087

Consolidated Statement of Financial Position on 30 September 2025

In thousands of EUR

30/09/2025

31/12/2024

Assets

Goodwill

15,272

15,272

Intangible assets

10,511

10,635

Property, plant and equipment

162,143

159,058

Right of use- leased assets

5,511

5,353

Long term advances

1,636

875

Investments in equity-accounted investees

2,076

1,845

Long-term receivable from derivatives

654

1,653

Other receivables - non-current

1,135

510

Deferred tax asset

4,929

4,418

Other non-current financial assets

16,306

17,271

Non-current assets

220,173

216,890

Inventories

4,165

6,745

Contract asset

3,280

1,804

Trade receivables

11,907

8,871

Other receivables

12,584

18,025

Loans to related parties

2,887

2,826

Current income tax receivable

489

0

Prepaid expenses

1,511

1,273

Liquid assets

11,316

14,352

Cash and cash equivalents

3,779

8,437

Liquid assets with restriction on disposition

7,537

5,914

Asset held for sale

0

2,050

Current assets

48,139

55,946

Total assets

268,312

272,836

Equity

Share capital

612

612

Share premium

41,011

40,729

Revaluation reserve

58,571

58,315

Legal reserve

13

13

Hedging reserve

-533

83

Currency translation reserve

2,425

-739

Retained earnings

-45,539

-37,769

Other capital funds

-8

-12

Treasury shares held

-1,041

-824

Equity attributable to owners of the Company

55,511

60,408

Non-controlling interests

-385

-343

Total equity

55,126

60,065

Liabilities

Loans and borrowings

74,502

72,205

Issued bonds

78,480

78,321

Lease liability

4,909

4,488

Other non-current liabilities

154

398

Provisions

563

544

Deferred tax liabilities

11,742

10,141

Long-term payables from derivatives

1,179

1,564

Non-current liabilities

171,529

167,661

Loans and borrowings

13,599

17,920

Issued bonds

534

537

Trade payables

15,383

16,780

Other payables

6,656

5,484

Contract liabilities

4,946

2,595

Loans from related parties

0

272

Lease liability

539

945

Current tax liabilities

0

577

Current liabilities

41,657

45,110

Total liabilities

213,186

212,771

Total equity and liabilities

268,312

272,836

Consolidated Statement of Cash Flows for the Quarter Ended 30 September 2025

In thousands of EUR

Q3 2025

Q3 2024

Q1-3 2025

Q1-3 2024

Cash flows from operating activities

Profit/loss for the year before tax

-2,482

-2,453

-9,320

-7,397

Adjustments for:

Depreciation and amortisation

3,388

3,418

8,544

8,808

Share of profit of equity-accounted investments

-125

-62

-293

21

Impairment charges

1,631

-7

1,651

-198

Net result of revaluation of financial assets

-37

68

279

0

Net finance costs

2,113

2,905

7,672

8,624

Other non-cash items

-2,493

28

2,536

-4,175

Changes in:

0

0

Trade and other receivables

-424

-381

1,584

-5,823

Gross amount due from customers for contract work

-78

1,086

-1,476

-668

Prepaid expenses

227

-47

-238

-90

Inventories

-90

3,411

2,581

7,899

Trade and other payables

593

-1,739

1,883

3,862

Income tax paid (advances)

52

723

-1,066

2,654

Proceeds from sale of gold

0

0

0

0

Net cash from operating activities

2,275

6,882

14,337

13,516

Cash flows from investing activities

0

0

Acquisition of property, plant and equipment

-1,257

-2,861

-6,525

-7,247

Acquisition of subsidiaries, associates, JV

0

-15

0

-295

Acquisition of other financial asset

0

0

0

0

Acquisition of other investments

0

0

0

0

Proceeds from sale of property, plant and equipment

788

0

788

0

Proceeds from investment loans

0

0

0

0

Net cash used in investing activities

-469

-2,876

-5,737

-7,542

Cash flows from financing activities

Proceeds from borrowings

3,578

1,800

6,577

11,359

Transfer to restricted cash account

-3,180

-3,165

-5,031

-9,988

Transfer from restricted cash account

2,518

1,471

3,716

9,464

Repayment of borrowings

-2,640

-2,369

-9,714

-5,583

Repayment of principal element of lease liability

-137

-205

-1,017

-931

Proceeds from issuing bonds

0

0

0

0

Payment of placement fee/exchange bonus fee for bonds issued

0

0

0

0

Repayment of long term liabilities/bonds

0

0

0

0

Interest payments

-2,044

-2,678

-7,789

-8,656

Net cash from financing activities

-1,905

-5,147

-13,258

-4,336

Net decrease/increase in cash and cash equivalents

-99

-1,141

-4,658

1,638

Cash and cash equivalents at the beginning of the period

3,878

8,617

8,437

5,838

Cash and cash equivalents at the end of the period

3,779

7,476

3,779

7,476