ACTIVE ENERGY GROUP PLC
ANNUAL REPORT & ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Company Registration Number: 03148295
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTENTS
PAGE
Strategic Report
Active Energy Group PLC Strategy
1
Board Statement
4
Finance Review for the Year Ended 31 December 2024
8
Principal Risks & Uncertainties
10
Corporate Social Responsibility Report
12
Corporate Governance
Directors, Senior Management & Company Information
14
Corporate Governance Statement
16
Report of the Directors
21
Directors’ Remuneration Report
23
Statement of Directors’ Responsibilities
26
Financial Statements
Independent Auditor’s Report to the Members of Active Energy Group plc
27
Company Statement of Income and Other Comprehensive Income
34
Company Statement of Financial Position
35
Company Statement of Changes in Equity
36
Company Statement of Cash Flows
37
Notes to the Financial Statements
38
Frequently used abbreviations/definitions
Active Energy Group plc
“Active Energy”, the “Company”
CoalSwitch®, the registered trademark
“CoalSwitch®”
CoalSwitch® US reference production facilities, namely:
• Ashland, Maine, United States
the “Ashland Reference Facility”
Active Energy Group’s CoalSwitch® Test Program. the “CoalSwitch® Program”
ACTIVE ENERGY GROUP PLC
1
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Active Energy Group plc is a London quoted (AIM: AEG) renewable energy company.
The Company had developed a proprietary technology which transforms waste biomass material into high-value
renewable fuels. Its patented product, CoalSwitch®, is a drop-in renewable fuel that can be co-fired with coal or
completely replace coal as an alternative feedstock without requiring significant plant capital expenditure
modifications.
Operational Highlights:
In 2023, our production and engineering partner Player Design Inc.(“PDI”) was awarded the requisite permits to
complete a full-scale construction and the installation of the requisite equipment to allow first production of
CoalSwitch® fuel at the Ashland Reference Facility in Maine. Construction of the Reference Facility at Ashland
commenced in mid-2023 by PDI and its associates. As the end of 2023 approached, various announced deadlines
in regard to construction of the Reference Plant and for the commencement of production of CoalSwitch® fuel
had not been achieved.
At that time, PDI informed Active Energy that further delays in the commencement of production from the
Reference Facility at Ashland were inevitable and indicative production deadlines would subsequently extend
further into H1 2024. PDI also indicated that it was unwilling to continue with the existing commercial
arrangements between PDI and Active Energy and PDI wished to terminate its relationship with Active Energy.
A legal settlement was agreed between the parties in 2024 involving the termination of all previous contractual
obligations, the return of all relevant intellectual property belonging to Active Energy and the return of financial
contributions previously made by Active Energy to PDI toward the development of the Ashland Reference
Facility. We announced the settlement in an RNS on 5th March 2024.
In March 2024, Active Energy undertook a strategic review. The Board concluded that there were insufficient
resources and time available to build an alternate reference production facility and alternate corporate options,
either strategic or asset sale, should be pursued. All options were actively pursued by the management team
during Q2 and Q3 2024, but corporate deadlines overshadowed much of these discussions.
In April 2024, corporate actions were taken for immediate corporate cost cutting as strategic discussions
continued. Notable concerns were raised on (1) ongoing corporate costs and (2) the timing and preparation of
the audited accounts. Planning was also undertaken to seek the shareholders permission for a member’s
voluntary liquidation and the distribution of assets to shareholders. In May 2024 the corporate cost cutting
program commenced with the immediate closure of the US operations.
At the end of June 2024, Active Energy failed to publish its accounts, and in accordance with the AIM Rules, the
shares were suspended from trading. A meeting of shareholders was called for July 27th, 2024, to consider the
proposal for the member’s voluntary liquidation. The shareholders rejected the proposals. In the meantime, the
Board still continued to look for alternate corporate or strategic options throughout this entire period and had
held active negotiations with a number of prospective parties.
During Q3, discussions commenced with Zen Ventures and Zen Ventures provided the requisite and immediate
funding to allow Active Energy to complete the preparation and publication of the 2023 Financial Statements
Zen Ventures formalised these loan arrangements with a convertible loan facility and debenture issued on
October 31st, 2024. At this juncture, the non-executive directors resigned from the Board.
On December 13th, 2024, the audited accounts for FY 2023 were published and trading of the shares resumed
on December 18th, 2024. Zen appointed 2 new directors, namely Paul Elliott and Pankaj Rajani to the Board
on 27th January 2025.
ACTIVE ENERGY GROUP PLC
2
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
During 2024, the intellectual property portfolio (including both patents and trademarks) for CoalSwitch® fuel
was maintained, in the US, Canada and internationally. Throughout the year, the Board sought to seek any
opportunities to realise monetary value for these assets and all other strategic holdings, including Alpha
Prospects plc.
Financial Highlights:
•
Operating Loss for the year of £1,854,088 (2023: £23,478,173).
•
Cash at bank as at 31 December 2024 £4,273 (2023: £30,190).
•
Basic and diluted loss per share from continuing operations of £1.15 cents (2023: loss per share of
£14.50 cents).
Activities post the year end:
•
During late 2024 the company received funding of £262,500 from Zen Ventures Limited which
comprised £200,000 of convertible loan notes and a secured loan of £62,500. The convertible loan note
instrument was approved by the Company at its AGM on 27 February 2025.
•
On the 27 January 2025 Paul Elliott and Pankaj Rajani were appointed directors of the Company. On the
27 February 2025 James Leahy resigned as Non-Executive Chairman and Michael Rowan resigned from
his role as Chief Executive Officer for Active Energy. On the 28 March 2025, Michael Rowan resigned as
a director of Active Energy Group plc.
•
On 27 February 2025 the Company’s Ordinary Shares were subdivided into one new Ordinary Share and
nine new Deferred Shares for each existing Ordinary Share. This subdivision did not alter the number of
Ordinary Shares in issue or the total nominal value of the Company’s issued share capital.
•
In April 2025 the Company issued £200,000 of unsecured convertible loan notes to Wager Holdings
Limited pursuant to a new convertible loan note instrument executed on 17 April 2025. This instrument
created £500,000 of new unsecured interest free convertible loan notes which are redeemable on or
before 31 December 2025 or, at the option of the holder, convertible into new Ordinary Shares in the
Company.
ACTIVE ENERGY GROUP PLC
3
STRATEGIC REPORT
COMPANY STRATEGY
The Company’s strategy was to realise the maximum value of the CoalSwitch® intellectual property. Active
Energy was unable to produce CoalSwitch® fuel and in light of this, the Board does not consider that the
Company’s existing KPIs have any continuing relevance.
The Companies established KPIs for 2024 are summarised below and naturally, given the circumstances, many
of these KPIs were not achieved during 2024.
What are the Company’s Key Performance Indicators?
•
Seek a viable settlement agreement with Player Design Inc. whom in January 2024 had confirmed it
wished to terminate all commercial links with Active Energy.
•
Seek a new strategic partner to allow Active Energy to continue to execute its business strategy toward
the production of CoalSwitch® fuel.
•
Focus its efforts on trying to monetise its CoalSwitch® intellectual property in all relevant territories.
•
Control all corporate costs and cut all non-essential spending.
•
Seek an alternate strategic plan to avoid bankruptcy and create a viable solution for the Company which
allows the shareholders the opportunity for some form of shareholder returns.
.
How have we performed in 2024?
•
In March 2024, a settlement agreement was reached between Active Energy and Player Design Inc. for
the payment of a sum $1.65 million and the protection of Active Energy’s existing intellectual property
portfolio.
•
During Q2, the Board held a series of discussions with several parties about both strategic opportunities
to invest in the Company or the opportunity for the sale or license of the CoalSwitch® intellectual property
worldwide. However, none of these discussions resulted in a pathway forward which would allow the
Company to commence CoalSwitch® production.
•
In May 2024, the Board decided to terminate its operations in the United States and release the
Company’s US management team from their employment. At the same time, appropriate corporate cost
cutting was carried throughout the organisation.
•
In September 2024, after several discussions with various prospective commercial partners, Active Energy
Group accepted an offer from Zen Ventures to provide a loan to the Company to enable the preparation
and completion of the FY2023 accounts which remained outstanding.
•
Throughout 2024, the Company continued to maintain the current CoalSwitch® IP portfolio. This included
both patents issued in North America, Malaysia and Europe and corresponding trademarks in each of
these territories and requisite applications in additional countries such as Japan.
Further key risks and uncertainties faced by the Company are disclosed on pages 10 to 12.
ACTIVE ENERGY GROUP PLC
4
BOARD STATEMENT
Executive Summary
Active Energy Group plc (“Active Energy” or the “Company”) spent the majority of 2024 focused on attempting
to continue the business model for the development and production of CoalSwitch® fuel. In similar
circumstances to events in 2023, the Company continued to face significant challenges ranging from handling
the commercial production partnerships in Maine to the continuing efforts to source additional working capital
for such projects.
As events unfolded and, despite all the hard efforts made by each member of Active Energy’s management
team, the Company had to sadly succumb to economic realities and seek either a new strategic partner to allow
Active Energy to continue to execute its business strategy or seek an alternate strategic plan to avoid bankruptcy
and create a viable solution for the shareholders.
Operational Review for 2024
The beginning of 2024 presented a series of new challenges. Active Energy’s publicly stated strategy to produce
next generation biomass fuels, known as CoalSwitch®, had been based upon two key components to drive
toward production and future commercial success, and these were: -
1. Fuel Production Development at the Ashland Reference Facility in Maine (the “Ashland Reference
Facility”): Working with our production partner Player Design, Inc. (“PDI”) through 2022 and 2023, the
Company’s goal had been to establish an operational production platform for CoalSwitch® fuel samples.
In 2023, PDI had completed certain construction milestones toward completion of the Ashland
Reference Facility, including the award of the requisite construction permits to allow full scale
construction and the first installation of the core manufacturing components. However, these processes
were always behind project time schedules.
2. Accelerate the market opportunities for CoalSwitch® fuel: While PDI focused on the production
challenges, Active Energy had continued to drive toward commercial leads and gather additional
prospective customer interest. In 2023, Active Energy had invested in a new management team with
significant expertise in the biomass industry and this had provided significant credibility to Active
Energy’s franchise. Their knowledge and commitment toward the future success of CoalSwitch® fuel
was unique. The inability to produce and deliver fuel samples during 2023 and 2024 proved extremely
frustrating for both potential customers and the management team alike.
Cessation of the Partnership by PDI
After the various project delays at the Ashland Reference Facility had been communicated to the Board during
the second half of 2023 and in early 2024, the Board had become increasingly concerned about Player Design’s
commitment toward any future working commercial partnership with Active Energy. This extended to concerns
on the willingness by Player Design to complete the Ashland Reference Facility and the future production of
any CoalSwitch® fuels. In the meantime, Active Energy had continued to market CoalSwitch® fuels to
prospective customers and started to explore alternate production opportunities.
In January 2024, the Company announced that Player Design had informed the Company that it was no longer
willing or able to commit to offer a future production date for the CoalSwitch® fuels or confirm any future
production volumes from the Ashland Reference Facility. Player Design also stated that it wished to terminate
all its commercial links with Active Energy, although it provided no substantive reasons for reaching its
conclusion. The Board attempted over several weeks to seek a commercial compromise, even proposing a
limited production run of CoalSwitch® fuels from the Ashland Reference Facility to allow the Company to
continue its own independent commercial discussions with prospective customers.
ACTIVE ENERGY GROUP PLC
5
PDI was not prepared to offer any kind of compromise and Active Energy was forced to enter into legal
settlement discussions. In March 2024, a settlement agreement was agreed between the parties regarding the
former business activities between the parties and activities at the Ashland Reference Facility (the “Settlement
Agreement’).
Under the terms of the Settlement Agreement, Player Design agreed to pay the Company the sum of $1.65m
to cover; (i) the return of cash proceeds formerly committed by the Company toward the development of the
Ashland Reference Facility; (ii) transferring the ownership of certain production equipment located at the
Ashland Reference Facility from the Company to Player Design; and, (iii) Player Design retaining ownership of
its specific know how for its production methods at the Ashland Reference Facility. These rights did not infringe
upon Active Energy’s existing intellectual property portfolio. The Board and shareholders remain highly
disappointed by the actions of Tyler Player and Player Design to not finish the Ashland Reference Plant.
Strategic Review
During March 2024, the Board commenced a strategic review to consider all options regarding the future
operations of the Company, the future commercialisation of CoalSwitch® fuels and sourcing any alternate
funding options for both the Company and/or for a specific future production project. At that time, the
commercial backdrop for Active Energy and the industry was not encouraging, notably with the continuing
weakness in the capital markets in London and more importantly, the public demise of Enviva Biomass Fuels
Inc into Chapter 11, an American insolvency proceeding, during the second quarter of 2024. Sentiment for
Active Energy and the biomass industry remained weak, and all these factors compounded the challenges then
faced by the Company.
In April 2024, the Board held a series of discussions with several parties about both strategic opportunities to
invest in the Company or the opportunity for sale or license of the CoalSwitch® intellectual property worldwide.
In each instance there was commercial interest, however, the timing and speed of these discussions became
more critical given Active Energy’s financial circumstances. The Board remained vigilant of the need to preserve
the Company’s finite capital resources then available.
Considering all this, in early May 2024, the Board decided to terminate its operations in the United States and
release the Company’s US management team from their employment. The operational team were released from
their contractual obligations to seek alternate employment opportunities. At the same time, a series of
immediate cost-cutting exercises were implemented in the United Kingdom to minimise all day-to day running
expenses for the PLC and only allow for the maintenance of sufficient resources for potential ongoing strategic
discussions to continue. The Board remains extremely grateful for each team member’s dedication during 2023
and 2024 and their loyalty during these difficult circumstances.
The Board continued its strategic conversations until mid-June 2024, at which point it was evident to the Board
that any acceptable offer for the assets belonging to CoalSwitch® was unlikely to be achieved in the short term
and that there was unlikely to be an immediate offer the PLC of itself. On 20th June 2024, the Board resolved
that in the event that any outstanding negotiations failed, then it would be prudent to propose a members’
voluntary liquidation to the shareholders given the then limited cash resources available to it.
Corporate Actions on June 30th, 2024
Active Energy had been unable to publish its audited accounts for the financial year ended December 31st, 2023
(“2023 Accounts’) and in accordance with the AIM Rules and on July 1st, 2024, the shares were suspended from
trading until such time as the accounts are published.
On 22nd July 2024, the Board convened a shareholder meeting to consider two resolutions, namely (i) the
cancellation of admission to trading on AIM of the Company’s shares and (ii) to undertake a members’ voluntary
liquidation in order to affect a solvent winding up of the business. The meeting was held on 22nd July 2024; but
neither resolution obtained the requisite shareholder’s approval.
ACTIVE ENERGY GROUP PLC
6
Actions following the Shareholder’s Meeting
Following the conclusion of the shareholder meeting, the Board accelerated its efforts to seek an alternate
strategic investment. Discussions took place with several different prospective parties during Q3. All actions
remained under the continuing scrutiny of a proposed corporate liquidator who assisted the Board throughout
the entire discussion processes with prospective investors and ensured that any offers were appropriately
analysed and duly considered by the Board.
Investment by Zen Ventures Limited (“Zen”)
Discussions with Zen Ventures had commenced in the second quarter of 2024, but the negotiations began in
earnest in September 2024. Zen is a property development company based in Manchester. To demonstrate their
good faith in negotiations, on 15th October 2024, Zen agreed to provide a loan of £125,000 (which contained a
non-refundable deposit) to Active Energy on the understanding that these proceeds were to be used exclusively
for the preparation and completion of the 2023 Accounts. The Board agreed to this, and all action was
immediately put into effect to ensure the exercise to complete of these accounts could be achieved within all
regulatory timelines.
On October 31st, 2024, these arrangements were concluded in a formal convertible loan agreement made
between Zen Ventures Limited and the Company, confirming all the payment proceeds then made to date to
the Company (amounting to GBP 200,000) and ensuring that any additional monies required to complete the
preparation of the 2023 Accounts would be made available by Zen during the fourth quarter of 2024. On that
date, Max Aitken and Jason Zimmerman resigned as Directors of Active Energy Group plc.
Events during Q4 2024
During the final quarter, all focus by the management team was upon completion of the 2023 Accounts and the
completion of the interim management accounts for the period ending 30th June 2024. These were completed
and published on 13th December 2024 and 18th December 2024 respectively, and accordingly trading on the
shares of the Company resumed on the AIM market on 18th December 2024
CoalSwitch® Intellectual Property and Alpha Prospects PLC (“Alpha Prospects”)
Throughout the entire year, Active Energy had continued to maintain the current CoalSwitch® IP portfolio. This
included both patents issued in North America, Malaysia and Europe and corresponding trademarks in each of
these territories and requisite applications in additional countries such as Japan. The Board believed that the
continued maintenance of these assets could create additional value for shareholders should any relevant
purchaser be found for them.
In addition, Active Energy continues to hold an equity interest in Alpha Prospects PLC amounting to circa 3.8%
of the share capital outstanding. Alpha Prospects is an investment company that focuses on “green investments”
and in particular to support inventor, Malcolm Bendall in the development of the Molten Sea Ark Atomic
Reconstruction Technology – MSAART. This invention and the associated development of Plasmoid Power has
the potential to dramatically reduce carbon emissions and assist the world in meeting CO2 emission reduction
targets. The Board remains wholly supportive of Alpha Prospects business case, and it will consider its relevance
in forthcoming strategic reviews.
ACTIVE ENERGY GROUP PLC
7
Company Update on Strategic Review and Financing
Paul Elliott has been appointed CEO replacing Michael Rowan who resigned on the 28th March 2025. Pankaj
Rajani has been appointed Non-Executive Chairman replacing James Leahy who resigned on 27th January 2025.
The Company remains committed to exploring opportunities that generate value for its shareholders. This
includes both the monetisation of existing assets and the evaluation of new investment opportunities that align
with our strategic objectives.
As part of this process, the Company will continue to exercise strict financial discipline, ensuring that costs are
maintained at a minimal level to preserve resources and maximise potential returns. During this period, the
Company’s financing requirements will continue to be supported by Zen ventures Ltd, providing the necessary
stability to pursue these initiatives effectively.
The Board will provide further updates as developments progress.
Going concern
The Directors have given careful consideration to the appropriateness of the going concern basis in the
preparation of the Annual Report and Financial Statements for the year ended 31 December 2024. Further
details of the Company’s current financial position and ability to continue as a going concern are to be found in
the Financial Review and in Note 1 of the Financial Statements. The Directors are confident that the funding
required for the Company to continue as a going concern for the next twelve months will be available and have
therefore prepared the Financial Statements on a going concern basis.
Paul Elliott
Pankaj Rajani
Chief Executive Officer
Non-Executive Chairman
Signed
Date: 27 June 2025
Signed
Date: 27 June 2025
ACTIVE ENERGY GROUP PLC
8
FINANCE REVIEW FOR THE YEAR ENDED 31 DECEMBER 2024
The Company Financial Statements for the year ended 31 December 2024 (“Current Year”) is compared to the
year ended 31 December 2023 (“Prior Year”).
Financing
The Company received cash of £262,500 from Zen Ventures Limited during the year through the issue of
£200,000 of secured convertible loan notes and a secured repayable on demand loan of £62,500. The loan notes
were approved by the shareholders at the AGM held on the 27th February 2025. The Company had net cash of
£4,273 at the end of the year (2023: £30,192).
Subsequent events
The Company has been unable to secure a new commercial partner with whom to commercialise its CoalSwitch®
technology but continues to own the intellectual property to produce a black pellet fuel. In April 2024 the Board
decided to scale back the operations of the Company and focus its efforts on trying to monetise its CoalSwitch®
Technology. On 27th January 2025, Paul Elliott and Pankaj Rajani were appointed to the board of directors.
Fundraising activities through 2024
The Company received cash of £262,500 from Zen Ventures Limited during 2024.
Performance
The beginning of 2024 presented a series of new challenges. Active Energy’s publicly stated strategy to produce
next generation biomass fuels had been based upon two key components to drive toward productions and
future commercial success. (1) Production Development at the Ashland Reference Facility in Maine and (2)
Accelerate the market opportunities for CoalSwitch® fuel. After the various project delays at the Ashland
Reference Facility gad been communicated to the Board during the second half of 2023 and in early 2024, the
board became increasingly concerned about PDI’s commitment toward any future working commercial
partnership with Active Energy. This extended to concerns on the willingness by Player Design Inc. to complete
the Ashland Reference Facility and the future production of any CoalSwitch® fuels. In January 2024 Player Design
Inc had informed the Company that it was no longer willing to commit to offer a future production date for the
CoalSwitch® fuels. Player Design Inc. also stated it that it wished to terminate all of its commercial links with
Active Energy and provided no substantive reason for this. The Board attempted over several weeks to reach a
commercial compromise but as Player Design Inc. was not willing to offer any kind of compromise Active Energy
was forced to enter into costly legal settlement discussions. In March 2024 a settlement agreement was reached
and Player Design Inc. paid Active Energy $1.65m which comprised the return of deposits on account made by
Active Energy toward the Ashland Reference Facility and transferring ownership of certain production
equipment located at the Ashland Reference Facility.
The Company continued its tight financial controls and treasury management within its finance department
during 2024 to ensure use of funds is kept in line with enhancing shareholder’s investment and this has
continued to date. Given the current situation the company finds itself in the company continues to try to find
ways of enhancing shareholders return on investment in the most efficient and effective way it possibly can.
Continuing/discontinued operations
The overall loss for the year was £1,854,088 (2023: £23,478,173) with a basic and diluted loss per share of £1.15
cents (2023: £14.50 cents).
Administrative costs decreased year on year due to cost cutting measures at £1,475,052 (2023: £2,027,640).
ACTIVE ENERGY GROUP PLC
9
Non-current assets
The CoalSwitch® Equipment and certain components of the plant and equipment held at the Ashland Reference
facility were sold during the year to PDI as part of the PDI settlement agreement.
IP was held at an estimated sales proceeds value based on the IP assessment report.
Current assets
Trade and other receivables of £29,156 (2023: £46,350) consist mainly of £25,062 of VAT repayments due from
HMRC at year end. This refund was repaid post year end.
Current liabilities
Trade and other payables were £184,520 (2023: £382,911). The company continued with stringent cost
management reducing the trade payables due at year end significantly. Trade payables were £18,378 in 2024
and £172,444 in 2023.
Loans and borrowing have increased to £258,093 from £10,137 primarily due to the loan finance received from
Zen Ventures Ltd during the year (including the convertible loan notes issued).
Cashflow
Operating cash outflows were £1,555,873 (2023: £2,070,885). The reduced outflow results from the reductions
in working capital and cost management measures.
Net cash flows from investing activities during the year amounted to £262,500 which was received from Zen
Ventures Ltd. (2023: £NIL)
Cash and cash equivalents of £4,273 were on hand at December 2024 year end (2023: £30,192).
Going concern
In preparing the financial statements the Directors are required to make an assessment of the Company’s ability
to continue as a going concern and whether it is appropriate to prepare the financial statements on a going
concern basis.
The Company is now principally a holding company and its projected future cash requirements comprise its
ongoing compliance and management costs. The Company has prepared cash flow forecasts to estimate these
future cash requirements, and the resources available to it, and these indicate that the Company should have
sufficient cash resources to continue in operation for at least one year from the date of approval of these
financial statements.
In April 2025 the Company received loan note finance of £200,000 from Wager Holdings Limited under the terms
of a new convertible loan note instrument that also allows for a further £300,000 of loan notes to be issued,
although no commitment has been made to provide such further funding. To the extent that they have not
converted into new Ordinary Shares in the Company the loan notes are redeemable in full on 31 December 2025,
or such later date as is agreed between the Company and the noteholders.
The Company has also received a commitment from Zen Ventures Limited and parties connected to Zen
Ventures Limited to provide such additional future funding as the Company might require to enable it to settle
its liabilities as they fall due for at least one year from the date of approval of these financial statements.
The Board, having reviewed the cash flow forecasts, expect the Company to be able to settle its liabilities as they
fall due for at least one year from the date of approval of these financial statements. The financial statements
have therefore been prepared on a going concern basis.
ACTIVE ENERGY GROUP PLC
10
However, there is no guarantee that further loan note funding will be available or that it will be possible to agree
an extension to the loan note redemption date, if required, and it is possible that Zen Ventures and its connected
parties might not be able to provide sufficient financial support at such time as the Company might require it.
The Board consider that these risks, taken together, represent a material uncertainty that may cast significant
doubt on the Company’s ability to continue as a going concern.
The financial statements do not include any of the adjustments that would be required if they were not prepared
on a going concern basis.
Section 172 Statement
The Directors are well aware of their duty under Section 172 of the Companies Act 2006 to act in the way which
they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its
members as a whole and, in doing so, to have regard (amongst other matters) to:
•
The likely consequences of any decision in the long term;
•
The interests of the Company’s employees;
•
The need to foster the Company’s business relationships with suppliers, customers and others;
•
The impact of the Company’s operations on the community and the environment;
•
The desirability of the company maintaining a reputation for high standards of business conduct; and
•
The need to act fairly between members of the Company.
The Board recognises that the long-term success of the Company requires positive interaction with its
stakeholders, including shareholders, customers, suppliers, governmental and regulatory authorities. The
Directors seek to actively identify and positively engage with key stakeholders in an open and constructive
manner. The Board believes that this strategy enables our stakeholders to better understand the activities,
needs and challenges of the business and enables the Board to better understand and address relevant
stakeholder views which will assist the Board in its decision making and to discharge its duties under Section 172
of the Companies Act 2006.
Further corporate governance matters related to this Section 172 Statement can be found on page 19.
ACTIVE ENERGY GROUP PLC
11
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is subject to a number of potential risks and uncertainties, which could have a material impact on
the short-term and long-term performance of the Company. This could cause actual results to differ materially
from the Board’s expectations.
The management of risk is the collective responsibility of the Board of Directors. To mitigate this risk the
Company has developed a range of internal controls and procedures. The controls, procedures and identified
risks are discussed and reviewed annually by the Audit Committee and their findings and recommendations are
reported to the Board. The principal risks and uncertainties inherent in the Company’s business model have
been grouped into three categories: strategic, financial and regulatory. The risk items and the planned actions
to mitigate these risks are listed below:
Risk (Board’s view of the change in
status since 2023)
2024 Outcome and Mitigation Action
STRATEGIC
Governmental development of
policies to support an environmental
improvement agenda
(Unchanged)
Whilst limited in the resources to affect global or US federal
policy change, the Company will utilise the resources at its
disposal to positively affect policy direction.
Risk (Board’s view of the change in
status since 2023)
2024 Outcome and Mitigation Action
FINANCIAL
Growth and expansion are reliant on access to capital
(1) Insufficient cash resources to
maintain as a going concern
(Unchanged)
Cash management remains critical at this vital point in our
expansion. Management has and continues to maintain a tight
control over the Company’s cash resources and is frugal in
capital allocation, most notably ensuring all company liabilities
and debts are settled.
The Company’s ability to access
funding to meet commitments and
development plans
(Unchanged)
There is no guarantee that current market conditions will
permit the raising of necessary funds, by way of debt financing
or the issue of new equity, as and when the Company requires
in the coming months.
The Board is consistently monitoring the timing and nature of
additional funding requirements to ensure the company’s
accounts will be filed on time and to ensure no further
suspensionof the shares since re-instatement in December
2024.
During 2024 the Company received loan note finance of
£262,500 from Zen Ventures Limited and it has subsequently
received a commitment to provide additional future funding
from Zen Ventures Limited and parties connected to Zen
Ventures Limited.
ACTIVE ENERGY GROUP PLC
12
The Company’s ability to access local
government or local regulatory
support in each jurisdiction we
operate within
(Unchanged)
Engagement with local government or regulatory authorities is
key to the Company’s future success. The Company will use all
the tools it has available to ensure this engagement is
productive and that all requisite support is obtained both for
initial approvals and on an on-going operational basis.
Inflationary pressure on capital and
operating costs
(Better)
Normal annual inflation costs impact on the day to day
operating costs. The Company has cut costs to minimum
required running costs while it continues to try to monetise its
CoalSwitch® IP.
Risk (Board’s view of the change in
status since 2023)
2024 Outcome and Mitigation Action
REGULATORY
The company is listed on the AIM market of the London Stock
Exchange and subject to the associated regulatory regime
Failure to comply with law and
regulations in the jurisdictions in
which we operate
(Unchanged)
The Company employs advisers with the requisite experience
and skill sets to manage the Company’s business within all
applicable laws and regulations.
Suspension of the company’s shares
trading on AIM
(New)
On 1st of July 2024 the company’s shares were suspended from
trading on AIM. In order to reinstate trading the company had
to publish its annual report for the year ended 31 December
2023 and interim report for the six months ended 30 June 2024.
This was completed and published on the 13th of December
2024. The shares were relisted for trading on the 18th December
2024.
ACTIVE ENERGY GROUP PLC
13
CORPORATE SOCIAL RESPONSIBILITY REPORT
At its core Active Energy Group PLC is seeking to improve the quality of the environment. CoalSwitch® is a next
generation biomass fuel utilising low value forestry residual. The production of CoalSwitch®, whether by Active
Energy or by a third party acquiring the intellectual property, remains the core purpose of the Company. A
biomass fuel capable of co-firing with coal which can result in significantly reduced emissions represents an
important sustainable power source during the transitionary period as the world moves away from consumption
of fossil fuels. The requirement is to increase power generation whilst reducing all emissions and consumption
of existing natural resources. We believe CoalSwitch® is uniquely positioned to contribute towards those
sustainability goals for the biomass fuel sector, the associated sectors of coal consuming industries and the
lumber industry.
Corporate Responsibility
The Board takes regular account of the significance of social, environmental, and ethical matters affecting the
Company wherever it operates. It is developing a specific set of policies on corporate social responsibility, which
seek to protect the interests of all its stakeholders through ethical and transparent actions and include an anti-
corruption policy and code of conduct.
Environment
The Board recognises that its activities have the potential to impact the environment and is committed to
working with states and other bodies in each of the territories in which it may operate to establish and follow
international principles of environmental sustainability and renewability.
Likewise, the Company will comply with all environmental related requirements arising from any future
CoalSwitch® operations in any applicable states.
Suppliers and Contractors
The Company recognises that the goodwill of its contractors, consultants and suppliers is crucial to the success
of its business and seeks to build and maintain this goodwill through fair and transparent business practices. The
Company aims to settle genuine liabilities in accordance with contractual obligations.
Health and Safety
The Board recognises that it has a responsibility to provide strategic leadership and direction in the development
and maintenance of the Company’s health and safety strategy, in order to protect all of its stakeholders. The
Company will always remain vigilant in this regard to ensure the health and safety of all stakeholders.
Community relations
Active Energy seeks to engage with the local communities, in which the Company operates, on issues as they
arise, and more generally in everyday matters. The Company employs locally to provide opportunities for those
in the communities within which we operate, will support local initiatives, and will pay local taxes and other
fiscal contributions as they become due.
Gender and diversity
As the Company executes its growth strategy and requires additional board representation, the question of
gender and sexual equality will be included in the nominations committee brief for consideration.
The Company hires local representatives on a non-discriminatory basis, cognisant of gender and diversity.
ACTIVE ENERGY GROUP PLC
14
Enhanced governance
Governance processes are discussed in the Corporate Governance Statement. The Board remains committed to
improving the governance of the Company and encourages stakeholders who identify opportunities for
improvement to notify the Board.
The Strategic Report has been approved by the Board of Directors and signed on behalf of the Board.
Pankaj Rajani
Non-Executive Chairman
27 June 2025
ACTIVE ENERGY GROUP PLC
15
CORPORATE GOVERNANCE
DIRECTORS & SENIOR MANAGEMENT INFORMATION
Paul Elliott
Chief Executive Officer
Paul Robert Elliott is a seasoned
property
developer
and
entrepreneur with over 30 years of
real estate experience. He began his
career at 16 with NatWest Bank
before transitioning to property
management in 1988. Early on, Paul
co-founded
a
property
management agency, expanding it
into
multiple
offices
and
establishing himself as a dynamic
industry leader. Specialising in
transforming distressed assets into
profitable
ventures,
Paul
has
successfully developed, refurbished
and sold properties ranging from
Victorian conversion to multistorey
commercial buildings. His notable
achievements include revitalising
listed buildings, commercial office
developments, and Victorian mills,
generating over £25 million in
development profits. With strategic
vision and innovative problem-
solving, Paul consistently turns
complex challenges into valuable
opportunities,
solidifying
his
reputation as a leader in the
property market.
Pankaj Rajani
Non-Executive Chairman
Pankaj qualified as a Chartered
Accountant with KPMG in 1987
and
has
gained
significant
experience in various business
sectors whilst he was building a
Chartered Accountancy practice.
Over the last three decades the
firm has actively been engaged to
help clients grow in their business
endeavours. Pankaj has played a
key role in working with these
clients to help to achieve their
ambitions.
Corporate
Finance
transactions, international trade,
JVs and investor relations are
areas where Pankaj is primarily
involved. Pankaj has served on the
Board and advised several PLC's
and brings a broad range of
experience to the Company.
ACTIVE ENERGY GROUP PLC
16
Country of Incorporation
England and Wales
Company number: 03148295
Directors
P Elliott (Appointed 7th January 2025)
P Rankaj (Appointed 7th January 2025)
J Leahy (Resigned 27th February 2025)
T M S Rowan (Resigned 28th March 2025)
M Aitken (Resigned 1st November 2024)
J Zimmermann (Resigned 1st November 2024)
Secretary
Cargill Management Services Limited
27- 28 Eastcastle Street
London
W1W 8DH
Registered Office
27- 28 Eastcastle Street
London
W1W 8DH
Auditors
Gravita Audit Limited
Chartered Accountants and Registered Auditors
Aldgate Tower
2 Leman Street
London E1 8FA
Bankers
HSBC Bank Plc
69 Pall Mall
London
SW1Y 5EY
Solicitors
Blake Morgan LLP
Nominated Adviser and Broker
Zeus Capital Limited
125 Old Broad Street
12th Floor, London
EC2N 1AR
Registrars
Share Registrars
The Courtyard, 17 West Street
Farnham
GU9 7DR
ACTIVE ENERGY GROUP PLC
17
CORPORATE GOVERNANCE STATEMENT
The Company is committed to high standards of corporate governance and seeks to continually evaluate its
policies, procedures, and structures to ensure that they are fit for purpose. It is the responsibility of the Board
to ensure that the Company is managed in an efficient, effective, and entrepreneurial manner for the benefit of
all shareholders over the longer term. Corporate governance is an important aspect of this, reducing risk and
adding value to our business.
As a Company whose shares are traded on the AIM market of the London Stock Exchange, the Company complies
with the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the basis of the
Company’s Governance framework and its Statement of Compliance can be found on the Company website:
https://www.aegplc.com/investors/corporate-governance/
Board
The Board is collectively responsible for the governance of the Company and is accountable to the Company’s
shareholders for the long-term success of the Company. The Board sets the Company’s strategic objectives and
ensures that they are properly pursued within a sound framework of internal controls and risk management. It
is ultimately responsible for the management, governance, controls, risk management, direction, and
performance of the Company.
At the date of this report the Board of Directors currently has two members, comprising the Chairman and Non-
executive director. Paul Elliott was appointed as Executive Chairman on the 27th January 2025, replacing James
Leahy who resigned on the 27thFebruary 2025. Pankaj Rajani was appointed Non-executive Director on the 27th
of January 2025. Michael Rowan resigned as Chief Executive Officer on 27th February 2025 and resigned as
director on the 28thMarch 2025.
The Chairman is responsible for leadership of the Board. He is assisted by other Board members in formulating
strategy and, once agreed by the Board, the Directors are responsible for its delivery. The structure of the Board
ensures that no one individual dominates the decision-making process and the Chairman facilitates and ensures
that there is effective contribution from other Executive and Non-Executive Directors. The Board provides
effective leadership and overall management of the Company’s affairs. The Board approves the Company’s
strategy and investment plans and regularly reviews operational and financial performance and risk
management matters. This includes the approval of business plans, the annual budget, major capital
expenditure, acquisitions and disposals, allocation and raising of funds, risk management policies and the
approval of the Financial Statements.
The Board currently represents an effective balance of skills and experience in corporate and business
development as well as entrepreneurial and country background. The Directors are individually responsible for
maintaining their respective continuous professional development. The experience and knowledge of each of
the Directors gives them the ability to constructively challenge the strategy and to scrutinise performance. The
Board is committed to ensuring diversity of skill and experience. Biographical details of the Directors as at the
date of the Annual Report and Accounts are available in the section ‘Directors and Other Information’ and on
the Company’s website.
The Board is aware of other commitments and interests of its directors and changes to these commitments and
interests are reported to and, where appropriate, agreed with the rest of the Board. Executive directors are
employed on a full-time basis, whereas non-executive directors provide a minimum of two days per month, plus
additional time as required.
ACTIVE ENERGY GROUP PLC
18
The Board holds a minimum of four scheduled meetings each year. Additional meetings are held where
necessary to consider matters of importance which cannot be held over until the next scheduled meeting. During
the current year, the Board held four scheduled meetings and met a further sixteen times. The Board may, when
required, approve matters by written resolutions and/or appointed a committee to approve specific matters.
Details of the attendance of the Directors at eligible meetings, together with meetings of the Audit and
Remuneration Committees are set out below.
ATTENDANCE RECORD during 2024
Directors
Board (Scheduled)
Board (Additional)
Audit
Committee
Remuneration
Committee
James Leahy
4 of 4
16 of 16
2 of 2
0 of 0
Michael
Rowan
4 of 4
16 of 16
2 of 2
0 of 0
Max Aitken
4 of 4
14 of 16
2 of 2
0 of 0
Jason
Zimmermann
4 of 4
16 of 16
2 of 2
0 of 0
The Company has engaged an external company, Cargil Management Services Limited, to perform company
secretarial services. The company secretary is responsible for all corporate filings, compliance, preparation of
board materials and attendance of the AGM.
Board Committees
Audit Committee
The Audit Committee is chaired by Paul Elliott. The Chief Executive Officer and other members of the Board
attend the Audit Committee meetings by invitation. The Committee meets at least twice a year. Meetings are
held in compliance with the QCA Code regarding the composition of Audit Committees.
During 2024, the Committee met twice. Additional meetings are held where necessary to consider matters
referred by the Board. It is responsible for ensuring that the financial activities of the Company are properly
monitored, controlled, and reported on, complying with relevant legal requirements. The Committee receives
and reviews reports from management and the Company’s auditors relating to the Company’s Report and
Accounts, the interim results and review of the accounting policies.
The Committee aims to meet with the auditors at least twice a year, once at the audit planning stage to consider
the scope of the audit and thereafter at the reporting stage to receive post-audit findings. The ultimate
responsibility for reviewing and approving the annual report remains with the Board of Directors. The
Committee is also responsible for reviewing the relationship with the external auditors, making
recommendations to the Board on their appointment and remuneration, monitoring their independence, as well
as assessing scope and results of their work, including any non-audit work. The Committee authorises any non-
audit work to be carried out by the external auditors and ensures that the objectivity and independence of the
external auditor has not been impaired in anyway by the nature of the non-audit work undertaken, the level of
non-audit fees charged for such work or any other factors.
The Committee, with management, reviews the effectiveness of internal controls.
ACTIVE ENERGY GROUP PLC
19
Remuneration Committee
The Remuneration Committee is chaired by Pankaj Rajani. The Committee recommends to the Board the scale
and structure of the Executive Directors’ remuneration and that of senior management and the basis of their
service agreements with due regard to the interests of shareholders. In determining the remuneration of the
Executive Directors and senior management, the Committee seeks to ensure that the Company will be able to
attract and retain executives of the highest calibre. It makes recommendations to the Board concerning bonuses
and share awards. No Director participates in discussions or decisions concerning his own remuneration. Further
details regarding matters considered by the Remuneration Committee during the year are outlined in the
Remuneration Report. The Chairman of the Committee will attend the AGM and respond to any shareholder
questions on the Committee’s activities.
Nomination Committee
The Company does not currently have a nomination committee as the Board does not consider it appropriate
to establish such a committee at this stage of the Company's development. Decisions which would usually be
taken by the nomination committee, including recruitment and senior appointments are be taken by the Board
as a whole. A review of the composition of the board (including skills, knowledge, and experience) is performed
annually by the Board.
Board Evaluation
Internal evaluation of the Board, the committees and individual Directors is seen as an important next step in
the development of the Board. The Directors are currently reviewing the timing and process through which this
evaluation will be undertaken, including peer appraisal, questionnaires, and discussions to determine the
effectiveness and performance in various areas as well as continued independence.
No external evaluation of the Board took place during the year.
ACTIVE ENERGY GROUP PLC
20
Other Corporate governance Matters
The matters below relate to the Section 172 statement on page 9.
Environment
The Board recognises that its principal activities have the potential to impact the environment and is committed
to working with states and other bodies in all the territories in which it operates to establish and follow
international principles of environmental sustainability and renewability. The Company’s strategy is intended to
have a positive impact on the environment and the Board seeks to ensure that all activities consider the potential
impact upon the environment.
Employees
The Company gives full and fair consideration to applications for employment regardless of age, gender, colour,
ethnicity, disability, nationality, religious beliefs, or sexual orientation. The Board takes employees’ interest into
account when making decisions. Any suggestions from employees aimed at improving the Company’s
performance or practices are welcomed.
Suppliers and Contractors
The Company recognises that the goodwill of its contractors, consultants and suppliers is important to the
success of its business and seeks to build and maintain this goodwill through fair and transparent business
practices. The Company aims to settle genuine liabilities in accordance with contractual obligations.
Health and Safety
The Board recognises that it has a responsibility to provide strategic leadership and direction in the development
and maintenance of the Company’s health and safety strategy, to protect all its stakeholders.
Shareholders
The Board is active in communicating with all its shareholders and encourages two-way communication with
both its institutional and private investors, subject to compliance with the AIM Rules and the Market Abuse
Regulations. The Executive Directors talk regularly with the Company’s major shareholders to ensure a mutual
understanding of objectives and to further explain the Company’s strategy and ensure that their views are
communicated fully to the Board.
The Board recognises the AGM as an important opportunity to meet with private shareholders. In normal
circumstances, the Non-Executive Directors attend the shareholders’ meetings and are available to answer any
relevant questions.
Extensive information about the Company’s activities is included in the Annual Report and the Interim Report.
The Company also issues regular updates to shareholders. Market sensitive information is regularly released to
all shareholders in accordance with London Stock Exchange rules for AIM-listed companies. The Company
maintains a corporate website where information on the Company is regularly updated, including Annual and
Interim Reports, presentations, and announcements.
ACTIVE ENERGY GROUP PLC
21
Internal Controls and Risk Management
The Directors are responsible for the Company’s internal financial controls. Although no system of internal
financial control can provide absolute assurance against material misstatement or loss, the Company’s systems
and processes are designed to provide reasonable assurance that issues are identified in a timely basis and dealt
with appropriately.
The Board acknowledges that it is responsible for establishing and maintaining the Company’s system of internal
controls and reviewing its effectiveness. The procedures that include, inter alia, financial, operational, health
and safety, compliance matters and risk management (as detailed in the Principal Risks and Uncertainties
section) are reviewed on an ongoing basis.
The Company’s internal control procedures include Board approval for all significant projects, including
corporate transactions and major capital projects. The Board receives and reviews regular reports covering both
the technical progress of its projects and the Company’s financial affairs to facilitate its control.
The Company has in place internal control and risk management systems in relation to the Company’s financial
reporting process and the Company’s process for preparing consolidated accounts, which the Board considers
adequate in view of the size and nature of the Company’s operations. The Audit Committee reviews draft Annual
and Interim Reports before recommending them for approval to the Board.
The Board acknowledges that it is responsible for managing and preventing fraud, corruption or any other
malfeasance which comes to its attention, and to implementing control systems to ensure that knowledge of
such events is communicated to the Board in a timely and accurate manner. The internal control system can
only provide reasonable, rather than absolute, assurance against material misstatement or loss. The Board has
considered the need for a separate internal audit function but, bearing in mind the present size and composition
of the Company, does not consider it necessary for the time being.
ACTIVE ENERGY GROUP PLC
22
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal Activities, Business Review & Strategies
The Company has developed a proprietary technology which transforms low-cost biomass material into high-
value sustainable fuel. Its patented product CoalSwitch® is a leading drop-in renewable fuel that can be co-fired
with coal or completely replace coal as an alternative feedstock without requiring significant power plant
modifications or the need to replace existing biomass feedstock resources.
A detailed review of the significant developments and operating activities of the Company, as well as the
business environment, future prospects and the main trends and factors that are likely to affect the future
development, performance and position of the Company’s business are contained in the Strategic Report.
Directors
The Directors during the year under review and appointed post year end were:
•
Paul Elliott (Executive Chairman) – appointed 27 January 2025
•
Pankaj Rajan (Non-Executive Director) – appointed 27 January 2025
•
James Leahy (Non-Executive Chairman) – resigned 27 February 2025
•
Michael Rowan (Chief Executive Officer) – resigned 28 March 2025
•
Max Aitken (Non-Executive Director – resigned 01 November 2024)
•
Jason Zimmermann (Non-Executive Director – resigned 01 November 2024)
In accordance with the Company’s Articles of Association, at the Annual General Meeting (“AGM”) held on the
27th February 2025. Michael Rowan resigned as Chief Executive Officer, James Leahy resigned as Chairman and
Paul Elliott was appointed as Executive Chairman.
Dividends
No dividend is proposed for the year ended 31 December 2024 (2023: £Nil).
Directors’ Indemnities
The Company maintained directors’ and officers’ liability insurance during the year, and it remains in force at
the date of this report.
Research and Development
Given its current situation the Company is not currently undertaking any further development work.
Auditors
All of the current directors have taken all the steps that they ought to have taken to make themselves aware of
any information needed by the Company’s auditors for the purposes of their audit and to establish that the
auditors are aware of that information. The directors are not aware of any relevant audit information of which
they auditors are unaware.
Auditors’ appointment
Gravita Audit Limited has indicated that it will not seek re-appointment as the company’s auditor at the
forthcoming Annual General Meeting as, following a business reorganisation, its audit services will be provided
another Gravita company. A resolution to appoint Gravita Audit II Limited as the company’s auditor will be
proposed at the forthcoming Annual General Meeting.
ACTIVE ENERGY GROUP PLC
23
Significant Shareholders
As at 23rd June 2025, the Company had 161,863,136 Ordinary Shares in Issue (“OSI”) of which 528,204 were held
in treasury. The Company had received notification from the following shareholders of interests in excess of 3%
of the Company’s OSI:
Shareholder
Number of shares
Percentage of OSI
Hargreaves Lansdown Stockbrokers
22,456,934
13.87%
Gravendonck Private Foundation
20,484,065
12.66%
Interactive Investor Services Limited
16,789,787
10.37%
Halifax Share Dealing Limited
11,087,147
6.85%
Tyler Player
10,741,142
6.64%
Barclays Stockbrokers Limited
7,679,304
4.74%
Alpha Prospects PLC
6,712,852
4.15%
AJ Bell Securities Limited
6,598,733
4.08%
Freetrade Limited
5,820,513
3.60%
Share Capital
Details of the Company’s share capital are set out in Note 16.
Information set out in the Strategic Report
The Directors have chosen to disclose likely future developments in the Strategic Report which would otherwise
be required to be contained in the Directors’ Report.
Capital and financial risk management
Details of the Company’s capital and financial risks and the management thereof is set out in Note 21.
Annual General Meeting
The date for the Annual General Meeting (“AGM”) will be agreed and publicised after the publication of the year
end accounts which is expected to be in July 2025. The notice for the AGM and proxy voting form would be put
to the Board for approval at a later date.
The Notice of Meeting and Report and Accounts will be available on the Company’s website:
https://www.aegplc.com/investors/corporate-documents/
By Order of the Board
Pankaj Rajani
Non-Executive Chairman
27 June 2025
ACTIVE ENERGY GROUP PLC
24
DIRECTORS’ REMUNERATION REPORT
As an AIM quoted company, Active Energy is not obliged to implement the remuneration reporting requirement
for premium listed companies set out in The Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013. However, the Remuneration Committee (“the Committee”) has
chosen to disclose the following information in the interests of greater transparency:
•
An overview of the remuneration policy for the Company’s executives endorsed by the Committee
following a review of the existing remuneration arrangements.
Remuneration Policy
The Company’s policy is to maintain levels of remuneration sufficient to recruit and retain senior executives of
the required calibre who can deliver growth in shareholder value. The Committee desires to create a strong
alignment of interest between executives and shareholders. Consequently, the Committee seeks to strike an
appropriate balance between fixed and performance-related reward, with a clear link between pay and
performance.
Aligned with the position and performance of the Company, senior executives have never received performance
related pay. The Company’s remuneration policy during the financial year consisted only of salary. There were
no annual bonuses awarded in the current financial year. The Committee recognises that the salary component
is below market related benchmarks but believes this is appropriate in the Company’s position.
In 2021 and 2022, 2023 and 2024 the Committee indicated that it would seek to ensure salaries and performance
pay are market-related to attract and retain the right calibre executive, including the introduction of pension,
medical insurance and life insurance benefits for Executive Directors. With the exception of medical insurance
benefits to Steve Schaar (COO) and Barron Hewetson (CTO), the Company’s position did not permit initiation of
these benefits during 2022 or 2023 or 2024, nor for any salary benchmark adjustments. The Committee will re-
evaluate these benefits when the company is on a stronger footing.
Long Term Incentive Plan
In early 2021, following a recommendation from the Remuneration Committee, the Board approved a new Long
Term Incentive Plan (“LTIP”). The LTIP is intended to align the interests of the Executive Directors and senior
management with the shareholders and includes malus and clawback clauses.
On 4 July 2022 the Company’s Ordinary shares were consolidated on a 1 for 35 basis and corresponding
adjustments have been made to the number and exercise price of the LTIP options.
During 2021 the Board approved the granting of 2,470,556 share options under the LTIP to Executive Directors
and senior management (RNS 26/02/21), equal to 2.2% of the Ordinary shares in issue at that date. The share
options have a 3-year vesting period and a duration of 10 years. The first exercise price of these share options
(on 50% of each participants award) is 70.44 pence which represented a 75% premium to the Company’s mid-
market price on 25 February 2021. The second exercise price is set at a further 75% premium over the first
exercise price, 123.27 pence, for the remainder of the participant’s awards.
During 2023 the Board approved the granting of 8,283,840 share options under the LTIP to Executive Directors
and Senior Management (RNS 19/07/23), equal to 12% of the Ordinary shares in issue at that date. The Options
have been granted in three tranches, with each tranche having a different vesting period and exercise prose as
follows:
•
3,594,470 Options have an exercise price of 8.3 pence per Ordinary Share (which represents a circa 35%
premium to the closing mid-market price of an Ordinary Share on 18 July 2023, the date prior to grant)
and vest immediately ("Tranche 1");
ACTIVE ENERGY GROUP PLC
25
•
2,344,685 Options have an exercise price of 10 pence per Ordinary Share (which represents a circa 20%
premium over the Tranche 1 exercise price) and vest on 18 July 2024 ("Tranche 2"); and
•
2,344,685 Options have an exercise price of 12 pence per Ordinary share (which represents a circa 20%
premium over the Tranche 2 exercise price) and vest on 18 July 2025 ("Tranche 3").
All of the Options expire ten years from the date of grant and are subject to additional performance related
vesting criteria. In total, the 2023 Options represent 5.12% of the Company's current issued Ordinary Shares and,
when taken with the existing options and warrants over Ordinary Shares, the Company has options and warrants
outstanding over 7.48% of the Company's issued share capital.
2024 2023
Michael Rowan (b)
4,909,570 4,909,570
James Leahy (b)
400,000 400,000
Max Aitken (a)
239,360 239,359
Jason Zimmermann (a)
239,360 239,359
Total
5,788,290 5,788,290
(a)Jason Zimmerman and Max Aitken resigned on 01 November 2024.
(b)James Leahy resigned on 27 February 2025 and Michael Rowan resigned on 28 March 2025.
Directors’ Service Contracts
Executive Directors
There are currently no Executive Directors employed under service contracts.
Non-Executive Directors
The Non-Executive Directors are appointed under letters of appointment for an initial term of approximately
three years with a notice period of one month from the Company or Non-Executive Director. At the reporting
date the below details the current and recently resigned directors of the Company; -
Paul Elliott
Appointed 27 January 2025
Pankaj Rajani
Appointed 27 January 2025
James Leahy
Resigned 27 February 2025
Michael Rowan
Resigned 28 March 2025
Max Aitken
Resigned 01 November 2024
Jason Zimmermann
Resigned 01 November 2024
Directors’ Remuneration
Remuneration and benefits for Directors were as follows:
12-months to 31 December 2024
Gross Fees
& Salary
£
Benefits
£
Bonus
£
TOTAL
£
Directors at 31 December 2024
T M Rowan
365,795
-
-
365,795
J Leahy
31,000
-
-
31,000
M Aitken
8,500
-
-
8,500
J Zimmermann
8,750
-
-
8,750
414,045
-
-
414,045
ACTIVE ENERGY GROUP PLC
26
12-months to 31 December 2023
Gross Fees
& Salary
£
Benefits
£
Bonus
£
TOTAL
£
Directors at 31 December 2023
T M Rowan
225,000
-
-
225,000
J Leahy
70,000
-
-
70,000
M Aitken
35,000
-
-
35,000
J Zimmermann
35,000
-
-
35,000
365,000
-
-
365,000
Directors’ Interests in Share Capital of the Company
The interests of Directors who held office during 2024 are set out in the table below:
Ordinary Shares held
Ordinary Share Options &
LTIPs
1 January
2024
31 December
2024
28 April
2025
31 December
2024
Weighted
Exercise
price (p)
T M Rowan (b)
1,785,321
1,785,321
1,785,321
5,623,856
63.01
J Leahy (b)
686,428
686,428
686,428
400,000
9.38
M Aitken(a)
114,285
114,285
114,285
239,360
60.30
J Zimmermann(a)
127,471
127,471
127,471
239,360
60.30
(a)Jason Zimmerman and Max Aitken resigned on 01 November 2024.
(b)James Leahy resigned on 27 February 2025 and Michael Rowan resigned on 28 March 2025.
Pankaj Rajani
Non-Executive Chairman
27 June 2025
ACTIVE ENERGY GROUP PLC
27
STATEMENT OF DIRECTORS’ RESPONSIBILITY
Responsibility Statement
The Directors are responsible for preparing the Annual Report and Company Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the Company financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the United Kingdom in conformity with the requirements of the
Companies Act 2006.
Under company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company for that period and of the profit or loss of the
Company for that period. In preparing these financial statements, the Directors are required to:
•
properly select and apply suitable accounting policies;
•
make judgements and accounting estimates that are reasonable and prudent, and which result in relevant,
reliable, comparable, and understandable information;
•
provide additional disclosures when compliance with the specific accounting standards is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the
Company’s financial position and financial performance; and
•
make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available
on a website. Financial statements are published on the Company’s website at www.aegplc.com in accordance
with legislation in the United Kingdom governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website
is the responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the
financial statements contained therein.
Each of the Directors, whose names and functions are listed in the Report of Directors confirm that, to the best
of their knowledge:
•
the Company financial statements, which have been prepared in accordance with IFRSs as adopted by the
United Kingdom, give a true and fair view of the assets, liabilities and financial position and profit or loss
of the Company taken as a whole; and
•
the Strategic Report and the Directors’ Report include a fair review of the development and performance
of the business and the position of the Company, together with a description of the principal risks and
uncertainties that they face.
This confirmation is given in accordance with Section 418 of the Companies Act 2006.
By order of the Board
Pankaj Rajani
Non-Executive Chairman
27 June 2025
ACTIVE ENERGY GROUP PLC
28
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ACTIVE ENERGY GROUP PLC
Opinion
We have audited the financial statements of Active Energy Group PLC (the “Company”) for the year ended 31
December 2024 which comprise the statement of income and other comprehensive income, the statement of
financial position, the statement of changes in equity, the statement of cash flows and the notes to the financial
statements, including a summary of material accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is
applicable law and United Kingdom adopted International Accounting Standards (IFRS), as applied in accordance
with the provisions of the Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the state of the Company’s affairs as at 31 December
2024 and of its loss for the year then ended;
•
the financial statements have been properly prepared in accordance with United Kingdom adopted
International Accounting Standards as applied in accordance with the provisions of the Companies Act
2006; and
•
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to Note 1 to the financial statements, which indicates that the Company is dependent upon
continued financial support, including the receipt of further loan note funding and the provision of additional
funding from Zen Ventures Limited and parties connected to it, in order to meet its liabilities as they fall due
over the going concern assessment period. As stated in Note 1, there is no guarantee that further loan note
funding will be available, or that an extension to the loan note redemption date will be agreed, if required. There
is also uncertainty as to whether Zen Ventures Limited and its connected parties will be able to provide sufficient
financial support when needed. The Company remains reliant on the timely arrangement of cash, including for
immediate obligations around the date of signing, and the availability of funding remains subject to external
support and agreement.
These events or conditions, along with the other matters as set out in Note 1, indicate that a material uncertainty
exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
Our evaluation of the Directors assessment of the Company’s ability to continue to adopt the going concern
basis of accounting in the preparation of the financial statements included a detailed review of future forecasts
and assessing the assumptions utilised by management in preparing the forecast. These assumptions were
further assessed based on expected costs incurred based on our understanding of the Company’s future plans.
ACTIVE ENERGY GROUP PLC
29
We have performed the following audit procedures in relation to going concern:
•
Evaluated the appropriateness of management’s going concern model for the forecast;
•
Reviewed evidence of funds and assets of the parties connected to Zen Ventures Ltd who have
committed to support the Company;
•
Reviewed the cash balances held by the Company and cash injections post year end in relation to the
issue of convertible loan notes and cash received from parties connected to Zen Ventures Ltd
•
Checking the adequacy of disclosures made in the annual report in respect of going concern; and
•
Considered whether the likelihood of the contingent events.
The forecast includes a number of assumptions related to future cash flows and associated risks. Our audit
work has focused on evaluating and challenging the reasonableness of these assumptions during the forecast
period.
In auditing the financial statements, we have concluded that the Directors use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to
the Company’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Our audit approach
Overview
Audit scope
We performed a full scope audit of the Company’s financial statements.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the directors made subjective judgements, for example
in respect of significant accounting estimates that involved making assumptions and considering future events
that are inherently uncertain. We also addressed the risk of management override of internal controls, including
evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement
due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter
described in the material uncertainty paragraph relating to the going concern, we have determined the matters
described below to be the key audit matters to be communicated in our report. This is not a complete list of all
risks identified by our audit.
ACTIVE ENERGY GROUP PLC
30
Key audit matter
2024
2023
Carrying value of investment in subsidiaries
x
Impairment of amounts due from subsidiaries
x
x
Carrying value of other financial assets
x
x
Carrying value of investment in subsidiaries is no longer considered to be a key audit matter as the balance was
fully impaired in 2023.
The key audit matters are explained in more detail below.
Key audit matter
How our audit addressed the key audit matter
Impairment of amounts due from subsidiaries
At 31 December 2024, the company reported
amounts due from subsidiaries of £12.7 million
(2023: £17.4 million), fully impaired, resulting in a
net carrying amount of £nil (2023: £1.7 million).
During
the
year,
the
company
recognised
impairment losses of £0.4 million and wrote off £3.6
million of previously impaired balances relating to
subsidiaries that were dissolved or entered
liquidation during the year (Note 12).
We considered this a key audit matter due to the
materiality of the balances, the level of judgement
required in assessing recoverability, and the impact
of group restructuring activities on the impairment
and write-off decisions.
We reviewed the statutory filings to confirm the
status of each subsidiary to establish management’s
basis for impairment.
Based on the audit work performed, we are satisfied
that impairment of amounts due from subsidiaries is
appropriate as at 31 December 2024.
Carrying value of other financial assets
The Company had other financial assets of £683,248
at 31 December 2024 (2023: £683,248).
These assets consist of an unquoted equity
instrument which is valued at fair value through
other comprehensive income and classified as a non-
current asset.
This asset is valued according to Level 3 inputs as
defined by IFRS 13 and is therefore subject to
management’s judgement of unobservable inputs.
The asset is currently held at its historic cost which
represents management’s best estimate of its fair
value.
There is a risk that the carrying value of other
financial assets is not reflective of its fair value. As
such, we considered this to be a Key Audit Matter
due to the high level of judgement applied and the
value of the overall investments.
We have performed the following audit procedures:
•
We reviewed management’s basis for
estimating the fair value of the equity
instrument
at
historic
cost
including
reviewing management’s projections of the
value of the equity instrument based on the
net assets of the entity whose equity
instruments it is (“the entity”) and the price
of recently issued equity of the same entity.
•
We challenged management’s reservations
in using the above valuations.
•
We
reviewed
the
entity’s
financial
statements, relevant correspondences and
other factual evidence and found merit in
management’s reservations.
Based on the audit work performed, we are satisfied
with management’s valuation of the carrying
amount of other financial assets at 31 December
2024.
ACTIVE ENERGY GROUP PLC
31
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures on the individual financial statement line items and
disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Company
Overall materiality
£66,000 (2023: £36,909).
How we determined it
Based on 4.5% of Loss before tax (2023: Based on
2% of Gross Assets).
Rationale for benchmark applied
We believe that loss before tax is a primary
measure used by new owners for the funding
aspect of the company.
Performance Materiality
65% of overall materiality (2023: 70%)
In setting the level of performance materiality we
considered a number of factors including likelihood
of misstatements based on our past experience of
auditing the company and heightened inherent risk
of management bias due to uncertainties
surrounding going concern.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £3,300 (2023: £1,800) as well as misstatements below this amount that, in our view, warranted reporting
for qualitative reasons.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Annual Report and Accounts, other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements, or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
ACTIVE ENERGY GROUP PLC
32
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
•
the Company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 26, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the entity and management.
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
•
we identified the laws and regulations applicable to the company through discussions with directors and
other management, and from our knowledge and experience of the entity’s activities:
-
The Companies Act 2006 and IFRS in respect of the preparation and presentation of the financial
statements and;
-
AIM regulations and Market Abuse Regulations
•
we focused on specific laws and regulations which we considered may have a direct material effect on
the financial statements or the operations of the company, including taxation legislation, anti-bribery,
employment, and anti-money laundering regulations.
•
we assessed the extent of compliance with the laws and regulations identified above through making
enquiries of management and inspecting legal correspondence.
•
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non-compliance throughout the audit; and
•
we assessed the susceptibility of the company’s financial statements to material misstatement,
including obtaining an understanding of how fraud might occur, by:
ACTIVE ENERGY GROUP PLC
33
-
making enquiries of management as to where they considered there was susceptibility to fraud,
their knowledge of actual, suspected and alleged fraud; and
-
considering the internal controls in place to mitigate risks of fraud and non-compliance with
laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
•
performed analytical procedures to identify any unusual or unexpected relationships;
•
tested journal entries to identify unusual transactions;
•
assessed whether judgements and assumptions made in determining the accounting estimates set out
in note 1 of the financial statements were indicative of potential bias;
•
investigated the rationale behind significant or unusual transactions; and
•
in response to the risk of irregularities and non-compliance with laws and regulations, we designed
procedures which included, but were not limited to:
o agreeing financial statement disclosures to underlying supporting documentation;
o reading the minutes of meetings of those charged with governance;
o enquiring of management as to actual and potential litigation and claims; and
o reviewing correspondence with HMRC and the Company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and
regulations are from financial transactions, the less likely it is that we would become aware of noncompliance.
Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations
to enquiry of the directors and other management and the inspection of regulatory and legal correspondence,
if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error
as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through
collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and
regulations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we
remain independent of the Company in conducting our audit. Our audit opinion is consistent with the additional
report to the audit committee.
Use of this report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members
those matters that we are required to state to them in an Auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company,
or the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jan Charlesworth (Senior Statutory Auditor)
For and on behalf of,
Gravita Audit Limited (Statutory Auditors)
Aldgate Tower
2 Leman Street
London E1 8FA
27 June 2025
ACTIVE ENERGY GROUP PLC
34
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
(restated)
2024
2023
Note
GBP
GBP
Revenue
-
-
Impairment charge
(378,834)
(20,395,835)
Administrative expenses
(1,475,052)
(2,027,640)
OPERATING LOSS
4
(1,853,886)
(22,423,475)
Net finance costs
Foreign exchange gains/(loss)
5
(10,954)
10,752
19,136
(1,073,834)
LOSS BEFORE TAXATION
(1,854,088)
(23,478,173)
Taxation
6
-
-
LOSS FOR THE YEAR
(1,854,088)
(23,478,173)
OTHER COMPREHENSIVE INCOME
-
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(1,854,088)
(23,478,173)
Basic and diluted (loss) per share (pence)
7
(1.15)
(14.50)
The notes on pages 38 to 58 form part of these financial statements.
ACTIVE ENERGY GROUP PLC
35
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
(restated)
(restated)
2024
2023
2022
NON-CURRENT ASSETS
Note
GBP
GBP
GBP
Property, plant & equipment
8
-
120
842
Investment in subsidiaries
9
-
-
4,754,446
Amounts due from subsidiaries
-
-
17,787,051
Other financial assets
10
683,248
683,248
683,248
683,248
683,368
23,225,587
CURRENT ASSETS
Trade and other receivables
11
29,156
46,350
108,821
Amounts due from subsidiaries
12
-
1,671,928
-
Cash and cash equivalents
13
4,273
30,190
2,111,681
33,429
1,748,468
2,220,502
TOTAL ASSETS
716,677
2,431,836
25,446,089
CURRENT LIABILITIES
Trade and other payables
14
184,520
382,911
291,345
Loans and borrowings
15
258,093
10,137
9,889
442,613
393,048
301,234
NON-CURRENT LIABILITIES
Loans and borrowings
15
-
14,814
24,954
-
14,814
24,954
TOTAL LIABILITIES
442,613
407,862
326,188
NET ASSETS
274,064
2,023,974
25,119,901
Share capital – Ordinary Shares
16
566,521
566,521
566,521
Share capital – Deferred Shares
16
12,746,608
12,746,608
12,746,608
Share premium
39,263,037
39,263,037
39,263,037
Merger reserve
1,502,500
1,502,500
1,502,500
Own shares held reserve
(180,150)
(180,150)
(180,150)
Convertible debt/warrant reserve
12,798
461,857
461,857
Retained earnings
(53,637,250)
(52,336,399)
(29,240,472)
TOTAL EQUITY
274,064
2,023,974
25,119,901
The financial statements were approved and authorised for issue by the Directors on 27 June 2025 and were signed
on their behalf by:
Paul Elliott
Chief Executive Officer
Company Number 03148295
The notes on pages 38 to 58 form part of these financial statements.
ACTIVE ENERGY GROUP PLC
36
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Share
premium
Merger
reserve
Own shares
held reserve
Convertible
debt and
warrant
reserve
Retained
earnings
Total equity
GBP
GBP
GBP
GBP
GBP
GBP
GBP
At 31 December 2022 (restated)
13,313,129
39,263,037
1,502,500
(180,150)
461,857
(29,240,472)
25,119,901
Loss for the year (restated)
-
-
-
-
-
(23,478,173)
(23,478,173)
Other comprehensive loss (restated)
-
-
-
-
-
-
-
Total comprehensive loss (restated)
-
-
-
-
-
(23,478,173)
(23,478,173)
Share based payments (restated)
-
-
-
-
-
382,246
382,246
At 31 December 2023 (restated)
13,313,129
39,263,037
1,502,500
(180,150)
461,857
(52,336,399)
2,023,974
Loss for the year
-
-
-
-
-
(1,854,088)
(1,854,088)
Other comprehensive income
-
-
-
-
-
-
-
Total comprehensive income/(loss)
-
-
-
-
-
(1,854,088)
(1,854,088)
Convertible debt issued
-
-
-
-
12,798
-
12,798
Expiry of warrants
-
-
-
-
(461,857)
461,857
-
Share based payments
-
-
-
-
-
91,380
91,380
At 31 December 2024
13,313,129
39,263,037
1,502,500
(180,150)
12,798
(53,637,250)
274,064
The purpose and nature of each of the above reserves is described in Note 19.
The notes on pages 38 to 58 form part of these financial statements.
ACTIVE ENERGY GROUP PLC
37
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
(restated)
Note
2024
2023
GBP
GBP
Cash (outflow) from operations
20
(1,555,873)
(2,070,885)
Income tax received
-
-
Net cash (outflow) from operating activities
(1,555,873)
(2,070,885)
Cash flows from investing activities
Net repayment of amounts due from subsidiaries
1,293,094
-
Net cash inflow from investing activities
1,293,094
-
Cash flows from financing activities
Convertible loan notes issued
200,000
-
Secured repayable on demand loans received
62,500
-
Unsecured debt repaid
(25,258)
(10,647)
Net cash inflow/(outflow) from financing activities
237,242
(10,647)
Net (decrease) in cash and cash equivalents
(25,537)
(2,081,532)
Cash and cash equivalents at beginning of the year
30,190
2,111,681
Exchange gains/(losses) on cash and cash
equivalents
(380)
41
Cash and cash equivalents at end of the year
13
4,273
30,190
The notes on pages 38 to 58 form part of these financial statements.
ACTIVE ENERGY GROUP PLC
38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES
General information
Active Energy Group plc is a public limited company, limited by shares, incorporated in England and Wales,
and quoted on the AIM market of the London Stock Exchange. Its registered office address is 27/28
Eastcastle Street, London, W1W 8DH. The principal activity of the Company is described in the Strategic
Report. The Company’s shares were temporarily suspended from trading on the AIM market from 1 July
to 18 December 2024.
Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below.
The policies have been consistently applied to all the years presented, unless otherwise stated.
The financial statements have been prepared and approved by the Directors in accordance with
International Financial Reporting Standards (“IFRS”) as adopted by the UK, and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS.
The Financial Statements have been prepared on the historical cost basis, as modified by the revaluation
of property, plant and equipment, available for sale financial assets and certain financial assets and
liabilities, including derivative financial instruments, held at fair value through profit and loss.
The preparation of financial statements in compliance with IFRS requires the use of accounting estimates.
It also requires management to exercise judgement in the most appropriate application of the Company’s
accounting policies. The areas where significant judgements and estimates have been made in preparing
the financial statements and their effects are disclosed at the end of this note.
The company had no subsidiaries at the balance sheet date and is therefore not required to prepare
consolidated financial statements. These financial statements present the performance and position of
the Company only, and not that of its former subsidiaries.
Restatement of prior periods
The company has elected to change the currency in which it presents its financial statements from US
Dollars (USD) to Pounds Sterling (GBP) and has therefore restated, in Pounds Sterling, the comparative
amounts presented for the year ended 31 December 2023 and the amounts presented in the opening
balance sheet at 31 December 2022. The Company has changed its presentation currency to align with its
functional currency, now that it is no longer required to prepare consolidated financial statements, which
the Company’s management consider will provide more relevant information.
The restatement affects all comparative amounts presented in the financial statements and results in the
elimination of the foreign exchange reserve within equity that existed in the original prior period financial
statements (as a result of their presentation in US Dollars).
Assets and liabilities at 31 December 2023 and 31 December 2022 that were not denominated in Pounds
Sterling have been restated using the closing exchange rates on these dates. Income, expenses and cash
flows for the year ended 31 December 2023 that were not denominated in Pounds Sterling have been
restated using the average exchange rate for the year.
The foreign currencies accounting policy below provides further information.
ACTIVE ENERGY GROUP PLC
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES (continued)
Going concern
In preparing the financial statements the Directors are required to make an assessment of the Company’s
ability to continue as a going concern and whether it is appropriate to prepare the financial statements
on a going concern basis.
The Company is now principally a holding company and its projected future cash requirements comprise
its ongoing compliance and management costs. The Company has prepared cash flow forecasts to
estimate these future cash requirements, and the resources available to it, and these indicate that the
Company should have sufficient cash resources to continue in operation for at least one year from the
date of approval of these financial statements.
In April 2025 the Company received loan note finance of £200,000 from Wager Holdings Limited under
the terms of a new convertible loan note instrument that also allows for a further £300,000 of loan notes
to be issued, although no commitment has been made to provide such further funding. To the extent that
they have not converted into new Ordinary Shares in the Company the loan notes are redeemable in full
on 31 December 2025, or such later date as is agreed between the Company and the noteholders.
The Company has also received a commitment from Zen Ventures Limited and parties connected to Zen
Ventures Limited to provide such additional future funding as the Company might require to enable it to
settle its liabilities as they fall due for at least one year from the date of approval of these financial
statements. The Board, having reviewed the cash flow forecasts, expect the Company to be able to settle
its liabilities as they fall due for at least one year from the date of approval of these financial statements.
The financial statements have therefore been prepared on a going concern basis.
However, there is no guarantee that further loan note funding will be available or that it will be possible
to agree an extension to the loan note redemption date, if required, and it is possible that Zen Ventures
and its connected parties might not be able to provide sufficient financial support at such time as the
Company might require it. The Company remains reliant on the timely arrangement of cash, including for
immediate obligations around the date of signing, and the availability of funding remains subject to
external support and agreement. The Board have assessed both the ability and intention of Zen Ventures
Limited and its connected parties to provide additional funding if required and remain confident that such
support will be made available should suppliers demand immediate payment. The Board consider that
these risks, taken together, represent a material uncertainty that may cast significant doubt on the
Company’s ability to continue as a going concern.
The financial statements do not include any of the adjustments that would be required if they were not
prepared on a going concern basis.
New and amended standards which are effective for these Financial Statements
A number of amended standards became mandatory and are effective for annual periods beginning on or
after 1 January 2024. These have not had a material impact on the financial statements.
New and amended standards which are not yet effective for these Financial Statements
There are a number of new and amended standards and interpretations that are not mandatory for the
year ended 31 December 2024 and have not been early adopted in these financial statements.
These are summarised in the following table and will be adopted in the period when they became
mandatory unless otherwise indicated.
ACTIVE ENERGY GROUP PLC
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES (continued)
Ref
Title
Summary
Application date
(accounting
periods
commencing)
IFRS 7
Financial Instruments:
Disclosures
Amendments: classification and
measurement of financial instruments
1 January 2026
IFRS 9
Financial Instruments
Amendments: classification and
measurement of financial instruments
1 January 2026
IFRS 18
Presentation and
Disclosures
Presentation and Disclosures in Financial
Statements
1 January 2027
IFRS 19
Subsidiaries without
Public Accountability:
Disclosures
Reduced disclosure requirements for
eligible subsidiaries
1 January 2027
The impact of the initial application of these amendments and new standards on the Company’s financial
statements is not yet known.
Property, plant and equipment
Property, plant and equipment is stated at cost, or deemed cost, less accumulated depreciation and any
recognised impairment loss. Cost includes the purchase price and all directly attributable costs.
Depreciation is provided once assets are available for use at the following annual rates in order to write
off each asset over its estimated useful life:
Office equipment
–
2 to 5 years straight line
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker has been identified as the management
team including the Executive Directors. The Company has only one operating segment.
Financial assets and liabilities
The Company classifies its financial assets at inception into three measurement categories; 'amortised
cost', 'fair value through other comprehensive income' (“FVOCI”) and 'fair value through profit and loss'
(“FVTPL”). The Company classifies its financial liabilities, other than financial guarantees and loan
commitments, as measured at amortised cost. Management determines the classification of its
investments at initial recognition. A financial asset or financial liability is measured initially at fair value.
At inception transaction costs that are directly attributable to its acquisition or issue, for an item not at
fair value through profit or loss, are added to the fair value of the financial asset and deducted from the
fair value of the financial liability.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or
liability is measured at initial recognition, minus principal payments, plus or minus the cumulative
amortisation using the effective interest method of any difference between the initial amount recognised
and maturity amount, minus any reduction for impairment.
ACTIVE ENERGY GROUP PLC
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES (continued)
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm’s length transaction on the measurement date. The fair value of
assets and liabilities in active markets are based on current bid and offer prices respectively. If the market
is not active the company establishes fair value by using appropriate valuation techniques. These include
the use of recent arm’s length transactions, reference to other instruments that are substantially the same
for which market observable prices exist, net present value and discounted cash flow analysis.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or where the company has transferred substantially all of the risks and rewards of ownership. In
a transaction in which the company neither retains nor transfers substantially all the risks and rewards of
ownership of a financial asset and it retains control over the asset, the company continues to recognise
the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to
changes in the value of the transferred asset. There have not been any instances where assets have only
been partly derecognised. The company derecognises a financial liability when its contractual obligations
are discharged, cancelled or expire.
Impairment
The Company assesses at each financial position date whether there is objective evidence that a financial
asset or group of financial assets is impaired. If there is objective evidence (such as significant financial
difficulty of the obligor, breach of contract, or it becomes probable that debtor will enter bankruptcy), the
asset is tested for impairment. The amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of the estimated future cash flows (excluding future expected
credit losses that have not been incurred) discounted at the financial asset’s original effective interest
rate (that is, the effective interest rate computed at initial recognition). The carrying amount of the asset
is reduced through use of an allowance account.
Convertible debt instruments
Convertible debt instruments that will be settled by way of a fixed amount of cash (or another financial
asset) or by the issuing of a fixed number of shares in the Company are bifurcated and recognised initially
as a liability representing the fair value of the debt element and an equity component representing the
fair value of the conversion option. After initial recognition the debt element is accounted for at amortised
cost using the effective interest method.
Taxation
Current taxes are based on the results shown in the Financial Statements and are calculated according to
local tax rules, using tax rates enacted or substantively enacted by the year-end date.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
statement of financial position differs from its tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction affects neither accounting or taxable profit; and
• investments in subsidiaries and jointly controlled entities where the Company is able to control the
timing of the reversal of the difference and it is probable that the difference will not reverse in the
foreseeable future.
ACTIVE ENERGY GROUP PLC
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES (continued)
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit
will be available to utilise the difference. The amount of the asset or liability is determined using tax rates
that have been enacted or substantively enacted by the reporting date and are expected to apply when
the deferred tax liabilities/assets are settled/recovered.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset
current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the
same tax authority on the company.
Foreign currencies
Items included in the financial statements are measured using Pounds Sterling, the currency of the
primary economic environment in which the Company operates (its "functional currency"). The financial
statements are also presented in Pounds Sterling (GBP).
The Company has changed its presentation currency which is further explained earlier in this note under
the heading restatement of prior periods.
Transactions entered into by the Company in a currency other than its functional currency are recorded
at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are
translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of
unsettled monetary assets and liabilities are recognised immediately in profit or loss.
The US Dollar exchange rates used to prepare the financial statements were as follows:
Closing rate at 31 December 2024
1.2540 USD/GBP
Closing rate at 31 December 2023
1.2734 USD/GBP
Closing rate at 31 December 2022
1.2056 USD/GBP
Average rate for the year ended 31 December 2024
1.2787 USD/GBP
Average rate for the year ended 31 December 2023
1.2438 USD/GBP
Share-based payments
Where employees receive remuneration in the form of shares or share options, the fair value of the share-
based employee compensation arrangement at the date of the grant is recognised as an employee benefit
expense in the income statement. The total expense to be apportioned over the vesting period of the
benefit is determined by reference to the fair value (excluding the effect of non-market-based vesting
conditions) at the date of the grant.
The assumptions underlying the number of awards expected to vest are subsequently adjusted for the
effects of non-market-based vesting to reflect the conditions prevailing at the year-end date. Fair value is
measured using a valuation tool (such as Monte Carlo or Black Scholes).
Where equity instruments are granted to persons other than employees, the income statement is charged
with the fair value of goods and services received; except where that fair value cannot be estimated
reliably, in which case they are measured at the fair value of the equity instruments granted, measured
at the date the entity obtains the goods or the counterparty renders the service.
ACTIVE ENERGY GROUP PLC
43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES (continued)
Own shares held
Consideration paid/received for the purchase/sale of shares held in escrow or in trust for the benefit of
employees is recognised directly in equity. The nominal value of such shares held is presented within the
“own shares held” reserve. Any excess of the consideration received on the sale of the shares over the
weighted average cost of the shares sold is credited to retained earnings.
Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Company
income statement.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less provision for impairment.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in conformity with UK-adopted International Accounting
Standards requires management to make estimates and judgements that affect the reported amounts of
assets and liabilities as well as the disclosure of contingent assets and liabilities at the year-end date and
the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances. Management’s consideration of going concern is discussed elsewhere in the accounting
policies note. The other significant judgements made by management in applying the Company's
accounting policies and the key sources of estimation uncertainty were as follows:
Derecognition of subsidiary placed into a members’ voluntary liquidation
The Company placed its subsidiary Advanced Biomass Solutions Limited into a members’ voluntary
liquidation on 22 July 2024 and the Company has determined that this constitutes a loss of control such
that Advanced Biomass Solutions Limited ceased to be a subsidiary of the Company, for financial reporting
purposes, on that date.
At 31 December 2024 the Company had no other subsidiaries and is not, therefore, required to prepare
consolidated financial statements for the year ended 31 December 2024.
Share-based payments
In determining the fair value of LTIP awards and other equity settled share-based payments, and the
related charge to the income statement, the Company makes assumptions about future events and
market conditions. In particular, judgements and estimates must be made as to the fair value of each
award granted and the extent to which options are expected to vest.
The fair value is determined using a valuation model which is dependent on further estimates, including
the Company's future dividend policy, the timing with which options will be exercised and the future
volatility in the price of the Company' shares. Such assumptions are based on publicly available
information and reflect market expectations and advice taken from qualified personnel. Different
assumptions about these factors could materially affect the reported value of share-based payments.
ACTIVE ENERGY GROUP PLC
44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.
ACCOUNTING POLICIES (continued)
Valuation of unquoted equity investment
The other financial assets included in the Company statement of financial position comprise an
investment in an unquoted private company which itself holds certain illiquid, difficult to value
investments that have yet to generate any return. The information available with which to estimate the
fair value of this investment is limited and includes primarily the company’s financial statements and the
prices at which the company has raised recent equity finance. Additionally, judgement is required to
estimate the discount that would be applied by a market participant to the value of the company’s
investment on account of it being a minority, non-controlling interest. The fair values implied by the
limited information that is available are inconsistent, and highly variable, and management have
therefore concluded that the most reliable estimate of the investment’s value is its cost price. The
investment is therefore carried at its cost price being management’s best estimate of fair value.
2.
SEGMENTAL INFORMATION
The Company has only one operating segment and therefore no segmental information has been
presented. The Company’s non-current assets are located in the UK. The Company has no revenue or
major customers.
3.
EMPLOYEE COSTS AND DIRECTORS
(restated)
2024
2023
GBP
GBP
Wages and salaries
437,455
447,000
Social security costs
31,148
46,229
Pension costs
286
1,038
468,889
494,267
Share based payments – directors
89,963
256,983
Share based payments – others
1,417
125,263
91,380
382,246
560,269
876,513
The average monthly number of employees during the year was as follows:
2024
2023
Directors
4
4
Administration
1
1
5
5
ACTIVE ENERGY GROUP PLC
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.
EMPLOYEE COSTS AND DIRECTORS (continued)
Directors’ and key management personnel remuneration
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Company. These are considered to be the directors of the Company.
(restated)
2024
2023
GBP
GBP
Directors' emoluments
226,545
365,000
Termination benefits
187,500
-
Share based payments
89,963
256,983
504,008
621,983
The total remuneration of the highest paid Director for the year, excluding non-cash share-based
payments, were £365,795 which included redundancy settlement (2023: £225,000).
4.
OPERATING LOSS
(restated)
2024
2023
GBP
GBP
The operating loss is stated after charging:
Depreciation
120
722
Auditor’s remuneration – audit services
68,000
80,000
Auditor’s remuneration - taxation services
2,000
2,000
Auditor’s remuneration - other services
4,100
4,100
Share based payments
91,380
382,246
Impairment of intangible assets
-
4,754,446
Impairment of amounts due from subsidiaries
378,834
15,641,389
5.
NET FINANCE COSTS
(restated)
2024
2023
GBP
GBP
Finance costs
Interest payable and other finance charges
(10,954)
(758)
Interest receivable
-
19,894
(10,954)
19,136
ACTIVE ENERGY GROUP PLC
46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
6. TAXATION
(restated)
2024
2023
GBP
GBP
Current tax
-
-
Deferred tax
-
-
Total income tax expense
-
-
Total income tax (credit)
-
-
Factors affecting the tax charge
The tax on the Company assessed for the year is higher than the standard rate of corporation tax in the
UK. The difference is explained below:
(restated)
2024
2023
GBP
GBP
Loss before taxation
(1,854,088)
(23,478,173)
Standard rate of corporation tax
25.00%
23.50%
Loss before tax multiplied by standard rate of corporation tax
(463,522)
(5,517,371)
Effects of:
Non-deductible expenses
122,857
4,883,049
Losses not recognised as deferred tax asset
340,665
634,322
Tax expense
-
-
The Company’s tax loss position can be summarised as follows:
(restated)
2024
2023
GBP
GBP
Tax losses brought forward at 1 January
16,749,490
14,050,248
Taxable loss for the year
1,362,659
2,699,242
Tax losses carried forward at 31 December
18,112,149
16,749,490
A deferred tax asset has not been recognised in respect of the Company’s tax losses due to uncertainties
around the Company’s ability to utilise the losses.
ACTIVE ENERGY GROUP PLC
47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
7. LOSS PER SHARE
(restated)
2024
2023
GBP
GBP
Loss for the year:
Continuing operations
(1,854,088)
(23,478,173)
Total operations
(1,854,088)
(23,478,173)
Weighted number of Ordinary Shares in issue
161,863,136
161,863,136
Basic and diluted loss per share (pence):
(1.15)
(14.50)
The Company’s share options and convertible loan notes are anti-dilutive in relation to the loss per share
for the years ended 31 December 2024 and 31 December 2023 because their inclusion would decrease the
loss per share in each case.
On 27 February 2025, subsequent to the end of the reporting period, the Company’s Ordinary Shares were
subdivided however this subdivision did not alter the number of Ordinary Shares in issue.
8.
PROPERTY, PLANT AND EQUIPMENT
Office equipment
(restated)
2024
2023
GBP
GBP
Cost
At 1 January
9,757
9,757
At 31 December
9,757
9,757
Accumulated depreciation
At 1 January
9,637
8,915
Charge for the year
120
722
At 31 December
9,757
9,637
Net book value
-
120
ACTIVE ENERGY GROUP PLC
48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.
INVESTMENT IN SUBSIDIARIES
(restated)
2024
2023
GBP
GBP
Cost
At 1 January
4,754,446
8,559,625
Disposals
-
(3,805,179)
At 31 December
4,754,446
4,754,446
Impairment provision
At 1 January
4,754,446
3,805,179
Charge for the year
-
4,754,446
On disposals
-
(3,805,179)
At 31 December
4,754,446
4,754,446
Net book value
-
-
At the balance sheet date the Company held share capital in each of the following companies:
Subsidiary undertaking
Country of
incorporation Nature of business
Percentage
Holding
Dissolution
Date
2024
2023
Advanced Biomass Solutions
Limited
United
Kingdom
Biomass for energy
development
100*
100
-
Lumberton Energy Holdings
LLC
United States
Property Holding
Company
-
100
19 April
2024
Active Energy Renewable
Power LLC
United States
Biomass for energy
development
-
100
22 April
2024
* Advanced Biomass Solutions Limited was placed into a members’ voluntary liquidation on 22 July 2024 and
consequently has not been controlled by the Company since this date.
The following companies, which were all wholly owned by the Company, were dissolved during 2023:
CSW2Maine LLC (United States)
AEG Trading Limited (United Kingdom)
Timberlands International (United Kingdom)
NOTES TO THE FINANCIAL STATEMENTS
ACTIVE ENERGY GROUP PLC
49
FOR THE YEAR ENDED 31 DECEMBER 2024
10. OTHER FINANCIAL ASSETS
(restated)
2024
2023
GBP
GBP
Fair value at beginning of the year
683,248
683,248
Fair value at end of the year
683,248
683,248
Other financial assets consist of an unquoted equity instrument which is valued at fair value through other
comprehensive income and classified as a non-current asset. The instrument is denominated in Pounds
Sterling.
This asset is valued according to Level 3 inputs as defined by IFRS 13 and is therefore subject to
management’s judgement of unobservable inputs. The asset is currently held at its historic cost which
represents management’s best estimate of its fair value.
11. TRADE AND OTHER RECEIVABLES
The carrying value of trade and other receivables, after deduction of appropriate allowances for
irrecoverable amounts, approximates to their fair value. These assets are not interest bearing and are
received over a short period of time with an insignificant risk of changes in fair value.
(restated)
2024
2023
GBP
GBP
Prepayments
4,094
29,873
Other receivables
25,062
16,477
Total
29,156
46,350
Trade and other receivables that have not been received within the payment terms are classified as
overdue. There were no trade and other receivables overdue at 31 December 2024 or 31 December 2023
and accordingly there were no impairment provisions at either date. An analysis of the Company's trade
and other receivables by currency is provided in note 21.
12. AMOUNTS DUE FROM SUBSIDIARIES
(restated)
2024
2023
GBP
GBP
Amortised cost
12,730,200
17,374,515
Provision for impairment
(12,730,200)
(15,702,587)
-
1,671,928
The company recognised net impairment losses of £378,834 (2023: £15,641,389) during the year in
respect of amounts due from subsidiaries. A fully impaired balance of £3,567,437 was written off during
the year, with a corresponding amount released from the provision for impairment.
ACTIVE ENERGY GROUP PLC
50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13. CASH AND CASH EQUIVALENTS
(restated)
2024
2023
GBP
GBP
Cash at bank
4,273
30,190
Cash and cash equivalents are defined as cash at bank, demand deposits and other short-term highly
liquid investments that are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
14. TRADE AND OTHER PAYABLES
(restated)
2024
2023
GBP
GBP
Trade payables
18,378
172,444
Accruals and deferred income
165,930
184,000
Social security and other taxes
-
11,709
Other payables
212
14,758
184,520
382,911
The carrying value of trade and other payables approximates to their fair value. Payments occur over a
short period and the risk of changes in value is insignificant. The full balance of the trade and other
payables becomes due and payable within three months of the reporting date. These are classified as
financial liabilities on the balance sheet and are measured at amortised cost.
The amounts shown are undiscounted and represent the contractual cash flows. An analysis of the
Company's trade and other payables classified as financial liabilities by currency is provided in note 21.
15. LOANS AND BORROWINGS
The book value and fair value of loans and borrowings are as follows:
(restated)
(restated)
Book value
Fair value
Book value
Fair value
2024
2024
2023
2023
GBP
GBP
GBP
GBP
Non-Current
Other loans
-
-
14,814
14,814
Current
Convertible loan notes
195,593
195,593
-
-
Other loans
62,500
62,500
10,137
10,137
258,093
258,093
10,137
10,137
Total loans and
borrowings
258,093
258,093
24,951
24,951
NOTES TO THE FINANCIAL STATEMENTS
ACTIVE ENERGY GROUP PLC
51
FOR THE YEAR ENDED 31 DECEMBER 2024
15. LOANS AND BORROWINGS (continued)
Convertible loan notes
Convertible loan notes with a nominal value of £200,000 were issued on 31 October 2024 and have been
accounted for as a loan creditor, representing the fair value of the debt component, and a separate
conversion option which has been recognised as a component of equity. The loan notes themselves are
non-interest bearing but interest is being accounted for on the fair value of the debt component using the
effective interest method. The loan notes are convertible to ordinary shares in the Company at the option
of the holder, at any time, at a conversion price of £0.0004 per ordinary share, and are secured by way of
a debenture containing fixed and floating charges.
Other loans
Other loans at 31 December 2024 comprise an interest free, repayable on demand loan secured by way
of a debenture containing fixed and floating charges. Other loans at 31 December 2023 comprise a bank
loan to the Company guaranteed by the UK government. The loan was repayable over 5 years with interest
at a fixed rate of 2.5% p.a. This loan was repaid in full during 2024.
16. CALLED UP SHARE CAPITAL
(restated)
2024
2024
2023
2023
Number
GBP
Number
GBP
Ordinary shares
At 1 January
161,863,136
566,521
161,863,136
566,521
31 December
161,863,136
566,521
161,863,136
566,521
Deferred shares of
£0.0099 each
At 1 January
1,287,536,163
12,746,608
1,287,536,163
12,746,608
At 31 December
1,287,536,163
12,746,608
1,287,536,163
12,746,608
Total share capital
13,313,129
13,313,129
All shares have been allotted, called up and fully paid.
The Deferred Shares have not been admitted to trading on the Alternative Investment Market, carry no
voting rights and are purchasable for an aggregate sum of £1.
The Ordinary Shares were temporarily suspended from trading on AIM from 1 July to 18 December 2024
pursuant to AIM Rule 19.
ACTIVE ENERGY GROUP PLC
52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17. CONTINGENT LIABILITIES
One of the Company’s former subsidiaries has received legal claims from former subcontractors in the
USA in respect of alleged unpaid remuneration and the claimants have indicated that they may attempt
to bring a claim against the Company in its capacity as parent undertaking at the time. Both the Company
and its former subsidiary dispute these claims and are advised that they are unlikely to be successful, in
particular in relation to any claim brought against the Company. The Board therefore does not consider it
likely that any payment by the Company will be required to settle the claims.
The Board’s best estimate of the cost to the Company, were these claims to be successful, is £287,602
(2023 (restated): £283,221) No provision has been made for this sum in these financial statements.
18. SHARE OPTIONS AND WARRANTS
From time to time the Company has entered into share option and warrant arrangements under which
the holders are entitled to subscribe for a percentage of the Company's Ordinary Share capital. Options
under the LTIP and JSOP are detailed below. All other options and warrants vest immediately. The number
of warrants and share options exercisable at 31 December 2024 was 4,951,612 (2023: 2,699,336). During
the year 1,342,194 (2023: 598,571) options and warrants expired.
The movements of warrants and share options during the year was as follows:
2024
2024
2023
2023
Weighted
Average
Exercise
Price
(British pence)
Number of
Warrants
and Share
Options
Weighted
Average
Exercise
Price
(British pence)
Number of
Warrants
and Share
Options
At 1 January
50.53
13,453,732
112.68
5,768,463
Expired
41.44
(1,342,194)
86.21
(598,571)
Granted
-
-
9.83
8,283,840
At 31 December
51.54
12,111,538
50.53
13,453,732
At 31 December 2024, the weighted average remaining contractual life of warrants and share options
exercisable was 7.37 years (2023: 7.42 years). There were no share options issued under the LTIP during
2024 (2023: 8,283,840 issued). No warrants were issued in 2024 or 2023.
A charge of £91,380 (2023 (restated): £382,246) has been recognised in the Statement of Comprehensive
Income in respect of equity settled share based payments.
ACTIVE ENERGY GROUP PLC
53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
18. SHARE OPTIONS AND WARRANTS (continued)
Options and warrants outstanding at 31 December 2024 and 2023 were exercisable as follows:
Exercise price (British pence)
2024
2023
Number
Number
8.30p
3,594,470
3,594,470
10.00p
2,344,685
2,344,685
12.00p
2,344,685
2,344,685
17.50p
-
428,571
45.15p
-
609,081
67.73p
-
304,540
70.44p
1,235,278
1,235,278
123.27p
1,235,278
1,235,278
157.50p
585,714
585,714
175.00p
57,143
57,143
210.00p
128,571
128,571
297.50p
585,714
585,714
At 31 December
12,111,538
13,453,730
LTIP awards
In February 2021, the Company implemented its Long Term Incentive Plan (“LTIP”) to incentivise the
Company’s Executive Directors, certain other Directors, and members of the Senior Management team.
Awards under the LTIP take the form of premium priced options over the Company's Ordinary Shares
which are exercisable on various dates up to the third anniversary of the date of grant (subject to several
market standard specific exceptions). LTIP options have an expiry date of ten years from the award date.
The Company measures the fair value of LTIP awards using the Black Scholes valuation model. The share-
based payment expense is recorded over the vesting period of the option if the option is expected to vest.
Share based payment expenses are recognised in the income statement in accordance with the provisions
of IFRS2.
At the inception of the plan, options over 2,470,556 shares were granted to directors and other
participants. Further options were granted in July 2023 over 8,283,840 shares. There were no options
granted during 2024.
JSOP awards
Under the Joint Share Ownership Plan (“JSOP”), shares in the Company were jointly purchased at fair
market value by the sole participating employee and the trustees of the JSOP Trust, with such shares held
in the JSOP Trust. For accounting purposes, the awards are valued as employee share options. There is
only one participant in the JSOP and the Company no longer utilises the JSOP to incentivise employees.
The company awarded JSOP shares in 2013 and has made no further awards since. The JSOP share based
payment charge was expensed during the vesting period and there was no associated share based
payment charge in 2024 or 2023. At 31 December 2024 and 31 December 2023 there were 400,000 fully
vested shares held in the JSOP Trust. No JSOP shares were sold during either year.
ACTIVE ENERGY GROUP PLC
54
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
18. SHARE OPTIONS AND WARRANTS (continued)
The JSOP trust holds the shares of the JSOP until such time as the JSOP shares are vested and the
participating employee exercises their rights under the JSOP. The JSOP trust is granted an interest bearing
loan by the Company in order to fund the purchase of its interest in the JSOP shares. The Company funded
portion of the share purchase price is deemed to be held in treasury until such time as the shares are
transferred to the employee and is recorded as a reduction in equity in the Company financial statements.
19. RESERVES
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share premium
Amounts subscribed for share capital in excess of nominal value.
Merger reserve
Difference between fair value and nominal value of shares issued to acquire
interests of more than 90% in subsidiaries.
Own shares held reserve
Cost of own shares held by the employee benefit trust, the JSOP trust or
the company as shares held in escrow.
Convertible debt/warrant
reserve
Equity component of the convertible loan and warrants issued that do not
form part of a share based payment.
Retained earnings
Cumulative net gains and losses recognised in the statement of
comprehensive income.
20. NOTE SUPPORTING THE STATEMENT OF CASH FLOWS
Reconciliation of loss before taxation to cash outflows from operating activities:
(restated)
2024
2023
GBP
GBP
Loss for the year
(1,854,088)
(23,478,173)
Adjustments for:
Share based payment expense
91,380
382,246
Depreciation
120
722
Impairment of investments
-
4,754,434
Impairment of intercompany loans
378,834
16,114,959
Foreign currency translations
380
(41)
Finance expenses
8,698
757
(1,374,676)
(2,225,096)
Decrease in trade and other receivables
17,194
62,452
(Decrease)/increase in trade and other payables
(198,391)
91,759
Net cash (outflow) from operating activities
(1,555,873)
(2,070,885)
ACTIVE ENERGY GROUP PLC
55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
20. NOTE SUPPORTING THE STATEMENT OF CASH FLOWS (continued)
Cash to net debt reconciliation:
(restated)
2024
2023
GBP
GBP
Cash and cash equivalents
4,273
30,190
Borrowings
(258,093)
(24,951)
Net Cash/(debt)
(253,820)
5,239
Cash and liquid investments
4,273
30,190
Convertible loan notes
(195,593)
-
Secured repayable on demand loans
(62,500)
-
Fixed rate loans
-
(24,951)
Net Cash/(debt)
(253,820)
5,239
21. FINANCIAL INSTRUMENTS
The Company's treasury policy is to avoid transactions of a speculative nature. In the course of its
operations the Company is exposed to a number of financial risks that can be categorised as market,
credit, and liquidity risks. The board reviews these risks and their impact on the activities of the Company
on an ongoing basis. The principal financial instruments used by the Company, from which financial
instrument risk arises, are:
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
• Equity investments
• Loans and borrowings (including convertible debt instruments)
A summary of the financial instruments held is provided below.
Financial assets
(restated)
2024
2023
GBP
GBP
At amortised cost:
Cash and cash equivalents
4,273
30,190
Amounts due from subsidiaries
-
1,671,928
4,273
1,702,118
At fair value:
Financial investments
683,248
683,248
Total financial assets
687,521
2,385,366
ACTIVE ENERGY GROUP PLC
56
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
21. FINANCIAL INSTRUMENTS (continued)
Financial liabilities
(restated)
2024
2023
GBP
GBP
At amortised cost:
Trade payables
18,378
172,444
Other current liabilities
166,142
210,467
Loans and Borrowings
258,093
24,951
Total financial liabilities
442,613
407,862
Fair value measurement
The fair value measurement of the Company’s financial and non-financial assets and liabilities utilises
market observable inputs and data as far as possible. Inputs used in determining fair value measurements
are categorised into different levels based on how observable the inputs used in the valuation technique
utilised are (the ‘fair value hierarchy’):
Level 1: Quoted prices in active markets for identical items (unadjusted)
Level 2: Observable direct or indirect inputs other than Level 1 inputs
Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has
a significant effect on the fair value measurement of the item. Transfers of items between levels are
recognised in the period they occur.
Market Risk
Currency risk
The Company’s financial risk management objective is broadly to seek to make neither profit nor loss from
exposure to currency or interest rate risks. The Company is exposed to transactional foreign exchange risk
and takes profits and losses as they arise as, in the opinion of the directors, the cost of hedging against
fluctuations would be greater than the potential benefits.
The Company’s cash and cash equivalents are denominated in the following currencies:
(restated)
2024
2023
GBP
GBP
US Dollars
588
24,538
UK Pounds Sterling
3,685
5,656
4,273
30,194
The Company’s trade and other receivables are denominated in the following currencies:
(restated)
2024
2023
GBP
GBP
UK Pounds Sterling
29,156
46,350
29,156
46,350
ACTIVE ENERGY GROUP PLC
57
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
21. FINANCIAL INSTRUMENTS (continued)
The Company’s trade and other payables are denominated in the following currencies:
(restated)
2024
2023
GBP
GBP
UK Pounds Sterling
184,520
382,911
184,520
382,911
The effect of a 5 per cent strengthening of the US Dollar at the reporting date on the foreign currency
denominated net financial instruments carried at that date would, all other variables held constant, have
been insignificant.
Interest rate risk
The Company finances its operations through a mixture of equity and loans. The debt at 31 December
2023 consisted of government issued or guaranteed debt with fixed rates of interest. The loan notes
issued in 2024 are non-interest bearing.
Credit risk
Operational
The Company did not generate any revenue during the period and its exposure to credit risk is therefore
limited. The Company does not enter into derivative contracts to manage credit risk. Further information
on trade and other receivables is presented in note 11.
Financial
Financial risk relates to non-performance by banks in respect of cash deposits and is mitigated by the
selection of institutions with a strong credit rating.
Liquidity risk
Liquidity risk arises from the Company's management of working capital and payments to its suppliers.
Without revenue generating activities the Company has inherent liquidity risk and there is a risk that the
Company will encounter difficulties during this period in meeting its financial obligations as they fall due.
The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities
when they fall due. The Company finances itself through a mix of equity and debt instruments. The
Company’s objective is to ensure sufficient liquidity is available to meet foreseeable needs through the
preparation of short and long term forecasts. Further details of the Directors’ going concern assessment
are set out in note 1.
The Company had loans of £262,500 at 31 December 2024 (2023 (restated): £24,951).
Capital risk management
The Company's objective when managing capital is to establish and maintain a capital structure that
safeguards the Company as a going concern and provides a return to shareholders.
ACTIVE ENERGY GROUP PLC
58
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
22. RELATED PARTY DISCLOSURES
As at 31 December 2024 all fees complied with directors’ contractual obligations and were paid up to
date. Details of directors’ remuneration are set out in the Directors’ report.
In 2024 the Company obtained key management personnel services of £58,750 (2023: £35,000) from
companies controlled by directors of the Company.
On 31 October 2024 the Company issued convertible loan notes of £200,000 to Zen Ventures Limited and,
as a result, Zen Ventures Limited and its controlling party are considered to have significant influence over
the Company. At 31 December 2024 a total of £262,500 was owing to Zen Ventures Limited (2023: £nil)
comprising convertible loan notes of £200,000 and a repayable on demand loan of £62,500.
23. CAPITAL COMMITMENTS
The Company had no capital commitments at 31 December 2024 or 31 December 2023.
24. SUBSEQUENT EVENTS
On 27 January 2025 Paul Elliott was appointed as Executive Chairman and Pankaj Rajani was appointed as
a Non-Executive Director. On 27 February 2025 James Leahy resigned as Chairman and Michael Rowan
resigned as Chief Executive Officer. On 28 March 2025 Michael Rowan resigned as director.
On 27 February 2025 the Company’s Ordinary Shares were subdivided into one new Ordinary Share and
nine new Deferred Shares for each existing Ordinary Share. This subdivision did not alter the number of
Ordinary Shares in issue or the total nominal value of the Company’s issued share capital.
In April 2025 the Company issued £200,000 of unsecured convertible loan notes to Wager Holdings
Limited pursuant to a new convertible loan note instrument executed on 17 April 2025. This instrument
created £500,000 of new unsecured interest free convertible loan notes which are redeemable on or
before 31 December 2025 or, at the option of the holder, convertible into new Ordinary Shares in the
Company.
25. ULTIMATE CONTROLLING PARTY
The Company has no overall controlling party.