2024 eEnergy Group plc Annual Report & Accounts About us Contents Our purpose. We turn the Net Zero mission into action for businesses and public sector organisations. With rising costs and increasing demands, we eliminate barriers to sustainable energy-leveraging technology, funding and expertise to make the transition seamless. Our aim. Net Zero isn’t just an ambition; it’s a profitable reality. We make sustainability work for our customers, ensuring cost savings and strong returns. With 1,200+ customers, we empower organisations to meet Net Zero goals sustainably, profitably and decisively. Our vision. Creating a world where achieving Net Zero is possible and profitable for all organisations. Our mission. Eliminating energy waste and making Net Zero a profitable reality. Strategic report 01 Highlights 02 At a glance 03 Chair’s statement 05 Our investment case 06 CEO’s statement 08 Key performance indicators 10 CFO overview 13 Our strategy 14 Business model 16 Our markets 24 Reducing carbon 26 Stakeholder engagement 27 Environmental, social and governance (‘ESG’) Governance 32 Corporate governance statement 34 Board of Directors 36 Directors’ remuneration report 38 Group Directors’ report 40 Statement of Directors’ responsibilities Financial statements 41 Independent auditor’s report to the members of eEnergy Group plc 43 Consolidated statement of comprehensive income 44 Consolidated statement of financial position 45 Company statement of financial position 46 Consolidated statement of cash flows 47 Consolidated statement of changes in equity 48 Company statement of changes in equity 49 Notes to the financial statements Corporate information IBC Officers and advisers Move faster towards Net Zero. Highlights Financial Operational achievements • Record performance, strong momentum: 2024 marked a breakthrough year for eEnergy, with revenue hitting £25.1m, a 45% pipeline surge to £375m, and a debt-free balance sheet. With high-margin growth and disciplined execution, we are primed for scale. • Stronger sales, bigger deals: We doubled our direct sales team, transitioned to a regional model, and strengthened framework and tender capabilities, unlocking £1m+ contracts in Universities and NHS hospitals with faster sales cycles. • Capitalising on Net Zero demand: Government-backed Net Zero frameworks are fuelling growth. Our off-balance sheet funding model, built with Redaptive, is driving strong adoption across education, healthcare, and commercial sectors. • Solar growth takes off: Our solar business has scaled rapidly, achieving significant growth in installations and revenue. We’re now delivering rooftop, ground mount, and carport solutions across sectors — supported by our in-house design team, proven delivery model, and funded offering. • Next-gen App unlocks speed and scale: The launch of our Lighting App V2.0 marks a step change in efficiency — enabling real-time survey validation, instant investment-grade proposals, and integrated quoting. This is transforming how we deliver projects at scale, while maintaining commercial control and customer experience. • Strategic realignment, focused execution: The disposal of our Energy Management division has sharpened our focus. We reinvested in Salesforce and Netsuite, optimised processes. • Positioned for profitable scale: With a leaner cost base, cash-generating model, and strong pipeline conversion, eEnergy is set to expand EBITDA and accelerate shareholder value in 2025 and beyond. Revenue (continuing operations)1,2 £m £25.1m 71% (2023: £14.7m) 2024 2023 2022 1. 2024 and 2022 cover 12-month periods, the 18-month period for 2023 has been annualised to enhance comparability. 2. 2023 and 2022 figures have been restated following a review by management. 3. Net Debt does not include lease liabilities or financial liabilities due to funding partners. 4. Results include continuing and discontinued operations. Adjusted EBITDA (continuing operations)1,2 £m £0.6m 109% (2023: £(6.4)m) 2024 2023 2022 Net Debt3 £m £1.7m £1.7m (2023: £7.4m) Adjusted EBITDA (continuing & discontinued operations)1,2,4 £m £0.6m 120% (2023: £(2.9)m) 2024 2024 2023 2023 2022 2022 £0.6m £1.7m £25.1m Stay up to date with our website eenergy.com/investors £7.4m £2.9m £(2.9)m £0.6m £14.7m £8.1m £(6.4)m £3.0m Key credentials #1 education sector Digital energy services provider. 1,200+ Number of customers across the UK and Ireland. £2m Approximate value of Energy Services projects being delivered each month. 10+ years Providing energy and carbon reduction solutions. 60% energy savings Save up to 60% energy and carbon emissions. 3 software platforms Enabling scalable solutions in the design and management of energy reduction and generation and EV charging. 15,704 tonnes of carbon Saving during the 12 months by transitioning our clients to solar energy and reducing energy consumption. £0.6m eEnergy Group plc Annual Report & Accounts 2024 01 Strategic report Strategic report At a glance At a glance The Net Zero energy services provider. Empowering organisations to cut energy waste, embrace clean energy and achieve Net Zero – without upfront costs. Saving costs with comprehensive energy solutions. We’re transforming the path to Net Zero for businesses and public sector organisations. Specialising in energy reduction, clean energy generation and EV charging, we eliminate financial barriers with compliant funding solutions. Our smart, integrated digital platforms provide scalable, real-time monitoring, optimised energy performance and detailed reporting – ensuring every solution is tailored for maximum impact. The result? A smarter, more sustainable future where innovation meets efficiency. Digital Energy Services Reduce. Eliminate energy waste and switch to efficient LED lighting and controls, all while avoiding operational disruption. Generate. Reduce grid reliance and generate clean energy through solar PV design, all while minimising operational disruption. Charge. Navigate the complexities of EV charging infrastructure and management, all executed with minimal operational disruption. Finance. Accelerate Net Zero ambitions without financial and logistical barriers with compliant public sector zero-capital upfront, off-balance sheet funding solution. Key growth drivers • Race to Net Zero by 2030. • Lower energy supply costs. • Compliant public sector zero-capital, off-balance sheet funding. • IoT-verified savings. • Expansion into broader energy-saving tech. • Key strategic supply chain partner. Key growth drivers • Race to Net Zero by 2030. • Lower energy supply costs. • Grid independence. • Compliant public sector zero-capital, off-balance sheet funding. • Embedded IoT performance data. • Strategic partnerships and acquisitions. Key growth drivers • Race to Net Zero by 2030. • 2035 new ICE vehicle ban. • Monetisation of charging infrastructure. • Compliant public sector zero-capital, off-balance sheet funding. • Embedded IoT platform. • Strategic partnerships and acquisitions. Key growth drivers • Compliant public sector zero-capital funding model. • Budget-neutral energy upgrades. • Future-proofing estates against rising energy costs. • Supporting sustainability and compliance with Net Zero targets. • Redaptive £100 million private and public sector compliant funding. Data. Connected IoT enables scalable design, optimisation and reporting – driving sustainability and operational efficiency. eEnergy Group plc Annual Report & Accounts 2024 02 Chair’s statement a restated Adjusted EBITDA loss after central costs of £6.4 million for the annualised FY2023 period. Closing cash was £2.3 million (FY2023: £0.6 million). We expect to be cash generative in H12025. Disposal of EMD Following a number of unsolicited approaches in early 2023, we undertook a strategic review and concluded that divesting the Energy Management Division was in the best interests of shareholders. The separation was completed during the period, albeit with greater complexity than initially expected. The circa £25.0 million cash proceeds enabled us to repay the majority of our debt and strengthen our cash position. The terms of the disposal allowed for potential additional consideration payments to eEnergy dependent on results for the division from completion through to the end of September 2025. As the post-sale results of the EMD have been lower than the Board was anticipating, the prospect for further deferred consideration is now considered unlikely. Accordingly, no deferred consideration has been recognised in the balance sheet as at 31 December 2024. Accounting adjustments and disclaimer of audit opinion As previously disclosed in January’s Trading Update, accounting discrepancies were identified (principally due to inaccurate project accounting balances). The origin of the accounting misstatements was not in FY2024 but in prior accounting periods. To correct the opening balances in the balance sheet as at 31 December 2023, which then flow through into the December 2024 balance sheet, we have therefore restated the historical results via prior period adjustments. We have addressed the cash burn through cost reductions, increasing the rate of sales, and implementing tighter controls over pricing decisions. In addition, our auditor PKF who have been the Company’s auditor since 2019 have issued a disclaimer of opinion on the financial statements for the year ended 31 December 2024. PKF were unable to provide an audit opinion, inter alia, as they were unable to obtain adequate supporting evidence for project accounting transactions, impacting the cut off of group revenue and group cost of sales. As a result, PKF was unable to obtain sufficient appropriate audit evidence over the accuracy of the opening reserves and the prior period restatements as at 1 January 2024 and 1 July 2022. Further details may be found in the audit report set out in full further below. Stronger governance, clear direction, confident outlook. Dear Shareholder, After a slow start to the year under review due to weaker market conditions, the disruption as a result of the disposal of the Energy Management Division and the consequent business separation, we enjoyed a record second half, enabling us to report revenue and EBITDA in line with expectations. Financially, thanks to the detailed review and clean-up of historic accounting issues by new CFO John Gahan and the finance department’s subsequent restructuring, we start the current year with a clean balance sheet and full control of project profitability and cash generation. A full description of John’s work is contained in the CFO’s Review. Operationally and financially, the Group is in good shape. However, I can only apologise to shareholders for the delay in publication of these results due to our CFO’s balance sheet review initiated after he joined that uncovered material accounting misstatements which adversely impacted the prior period results and led to restatements. We have taken the necessary steps to ensure that this cannot happen again. Despite the auditors providing a disclaimer of opinion, the Board is confident that these issues are now behind us and that the FY2024 results and FY2023 restated results are fairly stated. We took the opportunity to reset as a business in FY2024, investing in our infrastructure, platforms and channels to market. H22024 saw a strengthening and re-acceleration of the Net Zero agenda, particularly in the public sector and was reflected in our strong contracted forward order book which was £7.0 million at year end. The outlook for FY2025 as a whole is positive and we expect a strong second half as the work undertaken to improve financial controls and margins, the success of our channel strategy and the new partnership with Redaptive and its £100 million funding facility feed through to results. Results Revenues in FY2024 increased by 71% to £25.1 million compared to annualised restated financial FY2023 revenue of £14.7 million. Despite a relatively slow start to the year with H12024 revenues at £6.0 million, the Group’s H22024 revenue was £19.1 million. Adjusted EBITDA after central costs was £0.6 million compared to FY2024 was a year of reset and recovery. With financial discipline restored and market demand returning, we closed the year with momentum and confidence. Andrew Lawley Non-Executive Chair eEnergy Group plc Annual Report & Accounts 2024 03 Strategic report Strategic report Chair’s statement continued Accounting adjustments and disclaimer of audit opinion continued The Directors believe that the FY2024 results are prepared on a true and fair basis and that the FY2023 restated results are fairly stated. The FY2024 financial statements have been prepared on a going concern basis. The Board now believes the upgraded financial controls across the business and the reorganisation of the Finance function to be more outward facing supporting the operations, which will bring greater certainty to the forecasting of revenue, profit and cash. Board Post the disposal of the Energy Management Division in February 2024, I succeeded John Foley as Chairman, while David Nicholl, Non-Executive Director, transitioned to an advisory role, ensuring continuity during this period of change. At the same time, we were pleased to welcome John Hornby to the Board as a Non-Executive Director. John is Chief Executive Officer of Luceco plc which, following its strategic investment into the Company in November 2023, holds an interest of circa 10% of eEnergy’s issued shares. In October 2024, John Gahan joined as Chief Financial Officer, from Simbec-Orion Group. Previously, John was at Sprue Aegis plc (renamed FireAngel Safety Technology plc), an AIM-quoted technology products business, where he was Finance Director, overseeing the Company’s AIM IPO and significant growth thereafter. John qualified as a Chartered Accountant with KPMG, is a Fellow of the Institute of Chartered Accountants of England and Wales, and has extensive financial, commercial and operational experience. ESG We have made substantial progress in shaping our sustainability strategy and advancing our commitment to ESG best practices. Following the completion of our materiality assessment in May, we developed a comprehensive, tailored sustainability strategy and established an integrated ESG reporting framework. This framework features a robust carbon emissions reporting mechanism and sets out clear, measurable commitments to track and demonstrate our progress. To provide a solid benchmark for our ongoing efforts, we undertook an EcoVadis assessment towards the end of the year, achieving a Bronze rating shortly after the financial year-end. Further details, including specific environmental and social initiatives implemented during the year, are available in the ESG section of our annual report and separately on our website. Outlook The Board is confident that the comprehensive response by the executive team has properly addressed the identified legacy accounting issues. We have established effective control mechanisms to prevent future occurrences and avoid any further operational disruption. As we approach the end of H12025, the Board is optimistic about the prospects for the current year as a whole. Our substantially debt-free, clean balance sheet, our streamlined operations, and our client project funding facilities of £100 million from Redaptive and the £40 million from NatWest provide a solid foundation for growth. Cash generation from improving project gross margins and better net working capital management remain a key focus for the Board and management in FY2025. Net Zero ambitions continue to be a growth driver for our business, particularly for the public sector. For all organisations, the financial benefits of reclaiming energy spend remain a consistent priority. While we are mindful of macroeconomic uncertainties, we are confident that our focus on governance, risk-aware expansion, and stakeholder alignment will drive sustained value creation. Our mission is to create long-term value for shareholders while ensuring robust oversight of operational and financial risks. On behalf of the Board, I thank all of our stakeholders for their continued trust and support. Andrew Lawley Non-Executive Chair 30 June 2025 Saint Ronan’s School | Solar PV installation Transforming energy use with zero upfront investment. Overview: Saint Ronan’s School, a prestigious independent school in Kent, partnered with eEnergy to reduce its reliance on expensive grid electricity and cut carbon emissions. Through eEnergy’s fully funded solar solution, the school now generates its own clean energy while preserving capital for core education priorities. Project highlights: • System size: 79.2 kWp on-site solar PV. • Annual generation: 70,672 kWh. • Carbon saving: 12.1 t CO₂e per year. • Self-sufficiency: 16.8% of annual energy needs. • Self-consumption rate: 88.8%. • Forecast 30-year net saving: £570,000. Execution: eEnergy delivered a turnkey solar PV system, managing compliance, design, procurement and installation. The project was deployed with minimal disruption to the school’s operations. An ongoing maintenance package includes system monitoring, performance reporting, warranty and cleaning recommendations to ensure optimal performance over the system’s lifetime. Working with eEnergy has helped us to deliver a transformational reduction of our energy costs and carbon emissions, all without having to invest our own money upfront. David Ansell, Bursar Saint Ronan’s School eEnergy Group plc Annual Report & Accounts 2024 04 Our investment case 79% of SMEs are taking steps to increase their energy efficiency. energy-uk.org.uk 1,200+ energy decarbonisation projects completed. 3 platforms scaling energy reduction, generation and charging. 2x+ expected return on cash investment in projects. One-third of Energy Services TCV from pre-existing customers. 20% of equity owned by the Board and senior management. (includes Luceco which has a nominee on the Board) 1 4 2 5 3 6 Once in a generation market opportunity. • Well positioned to benefit from accelerating climate action and regulatory Net Zero targets. • Established business with 10-year growth record, turbo-charged by high energy prices. • Acknowledgement that higher energy prices now represent a ‘new normal’. • Continued momentum in securing public and private sector service contracts. Innovative, capital free, as-a-Service model. • Long term supportive funding partner (NatWest) with appetite to invest further. • As-a-Service market expected to double in next seven years. • Unparalleled customer track record gives strong platform to launch new product categories. • Primed for margin expansion as revenues grow. • Accelerating our customers’ Net Zero strategy without upfront cost. Technology-led market differentiation. • Innovative technology presents high barrier to entry. • Smart analytics platform provides data insights to implement energy wastage reduction strategies. • Clear differentiator to develop long customer relationships. • Underpins long term, re-occurring subscription revenue model. Scalable business model with strong financial profile. • Enabling access to multi-million- pound decarbonisation projects. • Creating tougher barriers to entry for our existing competition. • Ability to invest working capital to generate stronger margins. • Long term partnership with NatWest. • Demonstrated proven strategy with a 334% increase in energy services growth since the 2020 AIM listing, equivalent to a 63% compound annual growth rate (‘CAGR’). Integrated Net Zero solutions for a large addressable market. • Upselling products and services to existing customers with attractive margins. • Offering a balanced suite of products to target customers’ specific energy needs. • Package solution can present enhanced returns to customer over single-product solutions. • Long-lasting strategic relationships support increased customer spend. Experienced leadership driving sustainable growth. • Invested and strategic Board for ambitious growth. • Management with a strong track record for growing businesses and delivering value. • Full-service capability following successful M&A strategy: integration of five acquisitions to date. • Single brand leveraging over a decade of experience, loyalty and credibility. • Awarded the Green Economy Mark by the London Stock Exchange. • Robust employee retention rates. 05 eEnergy Group plc Annual Report & Accounts 2024 Strategic report Strategic report CEO’s statement consistently drive decision-making. Within this, our capital-free funding model continues to resonate particularly strongly with the education sector, including Independent Schools and Multi-Academy Trusts, enabling them to unlock significant savings and improve sustainability without upfront investment. Revenue increased by 71% on restated annualised FY2023 figures, driven by strong demand for LED lighting conversions and solar solutions as customers sought energy supply security and stability. Adjusted EBITDA after central costs was £0.6 million, reflected tighter cost controls and improved gross margins. We exited FY2024 substantially debt-free, with net cash of £2.3 million, enabling investment in high-return projects and underpinning our growth ambitions. With an emphasis on strengthening our routes to market, we doubled our direct sales team, implemented a regional model, boosted our partner network, and created a dedicated bid team with a focus on frameworks. We have strengthened our position with our appointments to CCS, Lexica, NHS Commercial Solutions, and Proactis frameworks to streamline procurement and unlock direct award opportunities. The year saw significant strategic contract wins in education, private and public sector hospitals, and C&I. The signing of a £1.0 million contract with Newcastle College Group to deliver a full LED lighting conversion amplified our presence in the further education sector. This is clear evidence of eEnergy’s strategy to accelerate energy efficiency solutions through frameworks, competitive tenders and reducing sales cycles. Our inclusion on the NHS Commercial Solutions Sustainable Estates Framework, and subsequently through this framework post year-end, a £0.5 million contract win with University Hospitals Plymouth NHS Trust, positions us strategically in the healthcare market while showcasing our framework strategy’s proven impact. The cost of solar development plus the cost of energy has reached an inflection point, making solar more commercially viable. eEnergy’s solar offering continued to rapidly expand during the year, with solar revenues increasing significantly to 42% of total revenue, supported by our “SolarLife” platform that we launched post year-end, which combines installation with long-term maintenance contracts. We signed our largest-ever solar installation worth £5.2 million with Spire Healthcare, which demonstrates our dedication to deliver innovative energy efficiency solutions for our clients, whilst I am pleased to write to shareholders after what has been a highly significant and successful past 12 months, which has seen the Company achieve record quarterly revenue numbers in H2 and post-full year revenue growth. This is the fourth consecutive year of revenue growth and illustrates the opportunity for our business to continue to grow market share as the leading Energy-as-a-Service provider in the UK for education and further expand our position in the complementary healthcare sector. Strategy The first six months was a period in which we spent considerable efforts on realigning the business and laying the foundations for our next chapter as a nimble pure play Net Zero energy services company following the successful sale of our Energy Management Division. The realignment has seen us focus on improving efficiencies and making key hires to our Board and management team which included the notable appointment of John Gahan who joined as the Company’s Chief Financial Officer in October 2024. I would also like to thank John and his new team who have undertaken a significant evaluation exercise on our reporting systems. We now have in place a much strengthened and disciplined finance department, and the Board believes the accounts now show a true and fair view of the financial results for the year and the balance sheet as at 31 December 2024. At our interim results, I reported on what had been a challenging 12 months for our market caused by temporary macro events. Despite these headwinds we had a strong and growing sales pipeline that gave us confidence that the market would return to normalised levels. I am pleased to report that the market conditions have significantly improved in line with our expectations, and we have seen a significant rebound which saw us break sales records for Q3 and again in Q4. The transition to Net Zero remains an important growth driver for eEnergy as organisations have a renewed focus on energy reduction initiatives and clean energy generation solutions, particularly in the public sector. For all business, a primary motivation, regardless of the economic climate, is the financial benefit of reclaiming energy spend. The financial savings achieved through effective energy management Scaling impact through focus, funding and momentum. With momentum building, we secured landmark contracts and launched SolarLife. Our £100m Redaptive partnership unlocks faster, funded delivery of decarbonisation projects across education and healthcare. Harvey Sinclair Chief Executive eEnergy Group plc Annual Report & Accounts 2024 06 showcasing our multi-project and multi-site abilities. The contract showcases eEnergy’s position within the healthcare industry and reflects the trust our clients place in our ability to optimise their energy consumption while reducing costs and environmental impact. In March 2024, we announced the new £40 million Project Funding Facility with NatWest, to finance energy efficiency and onsite generation technologies for the Group’s public sector customers. This facility unlocked larger multi-technology decarbonisation projects, enhancing recurring income streams. Post year-end we signed a £100 million funding partnership with Redaptive. This provides a huge growth opportunity for eEnergy, giving us the firepower to deliver more funded decarbonisation projects, faster, and across every sector. The partnership establishes eEnergy as one of Redaptive’s dedicated delivery partners for Redaptive-initiated projects in the UK. This collaboration not only provides access to capital but also leverages Redaptive’s global footprint, enabling us to accelerate our mission, remove financial barriers, and deliver clean energy solutions to a greater number of organisations on their journey to Net Zero. We look forward to seeing the benefits of our partnership with Redaptive develop in the balance of FY2025. The wider market and the race to Net Zero We believe the future trajectory of Net Zero is now strong. Momentum continues and is strengthened by the UK government’s ambitious Net Zero policies driving regulatory and funding support (PSDS, NEEF, ESOS). Our position within the race to Net Zero is compelling given the regulatory environment and increasing corporate sustainability mandates. The UK’s commitment to Net Zero by 2050, coupled with interim carbon budgets and sectoral decarbonisation strategies, has created an explosive five-year window for energy efficiency and renewable energy deployment. This backdrop, combined with rising energy costs and corporate ESG commitments, continues to drive robust demand across our education and healthcare target markets. As previously reported, we commissioned independent research to ascertain the addressable market in healthcare and education. The research identified the large opportunities within these sectors. The remaining addressable education market is 65% which management believe values the opportunity at c. £2 billion, with a 50% remaining addressable market in the NHS alone for LED lighting. Looking ahead FY2025 started with a substantially debt free balance sheet, a record forward order book, an upgraded operational management team and a reduced cost base. H22024’s record momentum continued into Q12025 with a strong contracted revenue order book of £7.0 million (£1.0 million more than the £6.0 million revenue for the whole of H12024). We are more focused than ever on improving gross margin and cash generation through supply chain optimisation and solar lifecycle services. We look to continue to expand our geographic footprint within the healthcare sector and ever-improve our routes to market via direct sales and frameworks. After a period of restructuring, our simplified business model coupled with our strengthened balance sheet positions eEnergy to capitalise on the accelerating Net Zero transition and organisations’ constant search to reduce costs. We are market leaders in our sector, serving education and healthcare organisations and are well placed to drive further significant growth. The Board is excited by the opportunities presented to eEnergy and believes that we have the platform and resources in place to take full advantage of these, with the Board confident in delivering long-term value for shareholders. Harvey Sinclair Chief Executive 30 June 2025 Landau Forte College | LED lighting upgrade Energy-efficient lighting across the campus, funded through savings. Overview: Landau Forte College, serving over 1,200 students in Derby, partnered with eEnergy to replace outdated lighting systems across its estate. Delivered under our Light-as-a-Service model, the project was fully funded through future energy savings – eliminating the need for upfront investment. Project highlights: • Lighting points upgraded: 1,161. • Annual carbon saving: 38.5 t CO₂e. • 10-year net saving: £376,000. • Electricity cost reduction: 44%. • Contract value: £263,000. • Completion date: September 2024. Execution: Following a digital lighting audit, eEnergy deployed a bespoke solution using high efficiency European luminaires. Sports lighting was tailored to meet competitive standards while reducing light spill. A MY ZeERO meter was installed to validate savings and support behavioural change. All works were carried out with minimal disruption to daily operations. Working with eEnergy has helped us to significantly reduce our energy usage and carbon emissions. Our staff and students are benefiting from a brighter, better teaching and learning environment. eEnergy helped us achieve all this without the need for upfront capital investment. Amelia Eggleston, Deputy CEO Landau Forte Charitable Trust eEnergy Group plc Annual Report & Accounts 2024 07 Strategic report Strategic report Key performance indicators Financial KPIs. We track a number of key performance indicators to measure the financial performance of the business and monitor the future value opportunity. Commentary Despite the corrections for the material accounting errors, this was another period of significant growth in revenue for the Energy Services business, where FY2024 revenue of £25.1 million-increased by 71%-compared to annualised restated financial FY2023 revenue of £14.7 million. The business has seen significant growth in both LED and solar revenues, benefiting from the utilisation of the NatWest Funding facility during FY2024 which strengthened eEnergy’s competitive position in tendering for large multi-site contracts in the public sector. Despite a relatively slow start to the year where H12024 revenues were just £6.0 million, the Group’s H22024 revenue was £19.1 million, with a circa £7.0 million order book as at 31 December 2024. Results for the Energy Management Division (the discontinued operation) have been excluded from the above analysis. At a glance • Reported revenues, for the continuing Energy Services business only, up 71% for the period to £25.1 million. • Record H22024 with £19.1 million of revenue. • 211% increase in revenue from 2022 to 2024. • Significant growth in LED and Solar revenues year on year. Commentary Gross margin improved significantly to 34.7% in FY2024 due to tighter controls of quotations, improved product sourcing arrangements with more competitive pricing from suppliers, reduced margin leakage and a significant reduction in loss making contracts. Restated FP2023 gross margin was just 12.6% and was adversely affected by provision for loss making contracts which accounted for a circa 6.0% reduction in margin and significantly higher product costs which were only materially reduced in H22024 through lower pricing from vendors. As a result of the higher revenue, improved margin and reduced operating costs, Adjusted EBITDA was positive at £0.6 million and Adjusted FY2024, improving from an Adjusted EBITDA Loss of £6.4 million for FY2023. At a glance • Adjusted EBITDA for continuing operations of £0.6 million. • Movement to profitable Adjusted EBITDA in FY2024. • Adjusting items in the current and prior period primarily associated with the sale and disposal of the Energy Management Division and subsequent reorganisation. Revenue (continuing operations)1,2 £m £25.1m 71% (2023: £14.7m) Adjusted EBITDA (continuing operations)1,2 £m £0.6m 109% (2023: £(6.4)m) 2024 £25.1m 2023 2022 2024 2023 2022 £14.7m £8.1m £(6.4)m £3.0m £0.6m 1. 2024 and 2022 cover 12 month-periods, the 18-month period for 2023 has been annualised to enhance comparability. 2. 2023 and 2022 figures have been restated following a review by management. 3. Net Debt does not include lease liabilities or financial liabilities due to funding partners. 4. Results include continuing and discontinued operations. eEnergy Group plc Annual Report & Accounts 2024 08 Commentary Net debt excluding lease liabilities and liabilities to funders has decreased from £7.4 million as at the close of FY2023 to £1.7 million as at the close of FY2024. This has been driven by the cash inflows of £22.9 million from the sale of the Energy Management Division, part of which was used to repay £8.7 million of historic Group debt. This has been offset by the subsequent drawdown of the NatWest Customer funding facility for which £4.6 million remained outstanding as at the close of FY2024. At a glance • £5.7 million decrease in net debt in the period. • £22.9 million cash inflow following sale of Energy Management Division. • £4.1 million outstanding as at close of FY2024 in relation to NatWest Customer Funding Facility. • £8.7 million of historic Group debt repaid. Net Debt3 £m £1.7m (2023: £7.4m) Adjusted EBITDA (continuing & discontinued operations)1,2,4 £m £0.6m 120% (2023: £(2.9)m) 2024 2023 2022 £0.6m 2024 2023 2022 £1.7m £(2.9)m £0.6m £7.4m £2.9m Commentary Adjusted EBITDA for the continuing and discontinued operations improved from a restated loss of £2.9 million in FY2023 to earnings of £0.6 million. FY2023 Adjusted EBITDA loss of £4.3 million was primarily driven by Adjusted EBITDA losses for the continuing operation of £9.7 million. During FY2024 the discontinued operation contributed £nil Adjusted EBITDA, primarily due to the completion of the sale of the Energy Management Division on 9 February 2024. Gross margin improved significantly to 34.7% in FY2024 due to tighter controls of quotations, improved product sourcing arrangements with more competitive pricing from suppliers, reduced margin leakage and a significant reduction in loss making contracts. Restated FY2023 gross margin was just 12.6% and was adversely affected by provision for loss making contracts which accounted for a circa 6.0% reduction in margin and significantly higher product costs which were only materially reduced in H22024 through lower pricing from vendors. As a result of the higher revenue, improved margin and reduced operating costs, Adjusted EBITDA was positive at £0.6 million and Adjusted FY2024, improving from an Adjusted EBITDA Loss of £6.4 million for FY2023. At a glance • Adjusted EBITDA for the discontinued operation of £nil for FY2024. • Year on year improvement in EBITDA with focus on Energy Services Division. • Return to comparable EBITDA to FY2022 despite sale of Energy Management Division. • Solar sales accounted for 29% of the total. • Pipeline strengthening in H12024 gives a positive outlook for H2. eEnergy Group plc Annual Report & Accounts 2024 09 Strategic report Strategic report CFO overview • Improve project gross margins and cash flow by: • Working more closely with the Sales team to maximise profitability on new business, and greater collaboration with the Operational teams on project delivery to minimise gross margin leakage. • Reviewing working capital to improve operational cash flow and seek to make every project cash generative throughout its duration. • Implemented cost reduction program to improve operational gearing. • Post-period funding facility with Redaptive for up to £100 million to improve cash flow alongside the existing NatWest facility. • Upgrade financial reporting and financial control to bring greater accountability • Strengthened financial controls across the business and reorganised the finance function to be more outward facing, supporting operations and focussing on cash generation and profit improvements. • Brought greater certainty to the forecasting of revenue, profit and cash, and to better understand the risk of delivering the sales pipeline forecast. • Addressed legacy project accounting misstatements through a complete upgrade of financial controls and installed new processes on a consistent basis around the recognition of revenue and costs. Introduction I was pleased to be appointed to the Board of eEnergy as the Chief Financial Officer on 1 October 2024. Since joining, I have focused on three key objectives: • Identify why historical cash generation lagged behind reported profitability and make the business cash generative: • Undertook an extensive review of the balance sheet and working capital to understand the relationship between revenue, profit recognition and project cash flow. • As disclosed in the Company’s January 2025 Trading Update, identified that the balance sheet in FY2024 was materially overstated due to numerous historic accounting misstatements. • Restated historical results via prior-period adjustments. The impact of the adjustments is summarised in the Financial Statements. Legacy project accounting errors are now behind us. With improved financial discipline, we are focused on margin optimisation and cash flow. H2 2025 is expected to be cash generative. John Gahan Chief Financial Officer Disciplined controls, profitable growth, cash generation. eEnergy Group plc Annual Report & Accounts 2024 10 Group key performance indicators 12 months ended 31 December 2024 Continuing operations £m Discontinued operations £m Combined (non-statutory) £m Revenue 25.1 1.2 26.3 Adjusted EBITDA (before central costs) 3.1 — 3.1 Adjusted EBITDA % Revenue (before central costs) 12.5% — 11.9% Central costs (2.5) — (2.5) Adjusted EBITDA (after central costs) 0.6 — 0.6 Cash and cash equivalents 2.3 — 2.3 Net (debt) (incl IFRS16 liabilities) (2.4) — (2.4) Operating cash flow before net working capital movements (5.2) — (5.2) Net cash impact of exceptional items (2.1) — (2.1) Note: Adjusted EBITDA (before central costs) excludes all plc related costs and adjusting items. Adjusted EBITDA (after central costs) includes all plc related costs and excludes adjusting items. Results presentation Continuing operations represents the consolidated customer facing activities, encompassing the Group’s energy reduction (LED), energy generation (solar) and EV charging services. In FY2024, from continuing operations, statutory revenue was £25.1 million and Adjusted EBITDA after central costs was £0.6 million. In H22024, Revenue was £19.1 million and Adjusted EBITDA after central costs was £2.6 million which generated EBITDA / Revenue of circa 13.6%. Adjusted EBITDA in FY2024, pre-central costs of £3.1 million was circa 12.3% as a % of Revenue. The Energy Management Division (EMD) was “held for sale” from a statutory reporting perspective in the 2023 18-month financial period (“FY2023”) with circa one month’s worth of trading with revenue of £1.2 million and break-even EBITDA in the statutory FY2024 results, until completion of the sale of that business on 9 February 2024. Incorporating the EMD, non-statutory Revenue for the Group was £26.3 million and Adjusted EBITDA after central costs was £0.6 million for the period. The timing of the sale of the EMD business was important because the £25.0 million cash injection funded the Group over the course of FY2024; it covered operating losses, net working capital outflows and exceptional cash costs of circa £2.1 million. Post the sale of the EMD and after the repayment of substantially all debt, net cash decreased by £5.7 million from £8.0 million at the end of February 2024 (the month the EMD was sold) to £2.3 million as at 31 December 2024. Summary performance In spite of the prior year restatements, this was another period of significant growth in revenue for the business, with FY2024 revenue of £25.1 million showing an increase of 71% over the restated annualised FY2023 revenue of £14.7 million. The business has seen significant growth in both LED and solar revenues. Due to tighter controls over quotations, improved product sourcing arrangements with more competitive pricing from suppliers, reduced margin leakage and a significant reduction in loss making contracts, gross margin improved significantly to 34.7% in FY2024. Restated annualised FY2023 results gross margin was just 12.6%. This was adversely affected by a provision for loss making contracts (which accounted for a circa 6.0% reduction in gross margin) and significantly higher product costs which were only materially reduced in H22024 through lower pricing from vendors. We have put considerable effort to ensure that all new projects are quoted only after we have completed sufficient up-front due diligence to establish an accurate estimate of the cost of installation. This is – equivalent to an “investment grade” proposal – for approval by our customers which ensures a seamless project implementation. As a result of the higher revenue, improved margin and reduced operating costs, Adjusted FY2024 EBITDA post-central costs were positive at £0.6 million and Adjusted FY2024 EBITDA pre-central costs amounted to £3.1 million. NatWest facility and our partnership with Redaptive (announced post-period in May 2025) In FY2024, eEnergy entered into an agreement with National Westminster Bank Plc (“NatWest”) to provide up to £40 million of project funding to finance energy efficiency and onsite generation technologies for the Group’s public sector customers. Whilst this strengthened eEnergy’s competitive position in tendering for large multi-site contracts in the public sector (as the Group has a funded offering), a review highlighted that the cash flow implications for eEnergy funding projects itself alongside NatWest was simply unsustainable. Through our partnership with Redaptive Inc. (“Redaptive”), we have addressed this cash flow issue as Redaptive fully funds the customer project itself with no cash investment from eEnergy. eEnergy receives 100% of the project net revenue (revenue excluding the interest costs billed to the customer as part of the cost the customer sees), and the customer then pays Redaptive over the life of the project, providing an immediate cash benefit to the customer compared to its cash cost of its current energy. Working with Redaptive will significantly improve the cash generation of the business. We look forward to seeing the benefits of our partnership develop in H22025 and beyond. We also expect to see significant referral opportunities from Redaptive through its US customer base with UK-based operations. We have retained the NatWest facility as the interest rate is market leading, and where we have particularly price competitive tenders, we may still use NatWest to make our customer offering as price competitive as possible. In spite of the prior year restatements, this was another period of significant growth in revenue for the business. eEnergy Group plc Annual Report & Accounts 2024 11 Strategic report Strategic report Balance sheet, working capital review and disclaimer of audit opinion Following my appointment as the Chief Financial Officer on 1 October 2024, my team conducted an in-depth balance sheet review towards the end of FY2024. This identified the balance sheet at that time was materially overstated due to accounting misstatements and that the genesis of the overstatements dated back over several years. Identifying the appropriate adjustments to restate the current balance sheet was relatively straight forward. However, to adjust for the accounting misstatements, identifying which balances and by how much prior period balances should be restated has required a detailed and extensive review across different accounting periods and two different accounting systems. This forensic exercise has taken many months to complete which has led to the results announcement being delayed until 30 June 2025. As a consequence of the review, adjustments have been made to the results for the prior periods ended 30 June 2022 and 31 December 2023, which have been restated to remove the impact of the accounting misstatements. For the year ended 30 June 2022, this has resulted in a £2.4 million increase in the Adjusted EBITDA loss and for 18-month period ended 31 December 2023, a £9.4 million increase in the Adjusted EBITDA loss. The balance sheets for each period end have also been restated. As a result, the £23.8 million of reported net assets as at 31 December 2023 has been reduced by £12.5 million, 53% to £11.3 million. The restated income statement and balance sheet have been reconciled to the reported results for the two prior periods respectively within the Financial Statements. Since completing the review, we have overhauled the project accounting methodology and put in place effective controls to ensure that the over-recognition of revenue and under-recognition of costs – which were the principal drivers of the accounting misstatements – cannot happen again. Despite the auditors providing a disclaimer of opinion, as detailed in the Chairman’s statement above, based on the forensic work undertaken over the past six months, the Board is comfortable that the restated closing FY2023 balance sheet, the income statement for the year and the closing balance as at 31 December 2024 together provide a true and fair view of the loss for the Group for the year and its closing net asset position. Disposal of EMD In February 2024, the sale of the EMD to Flogas Britain Ltd (a subsidiary of DCC PLC) was completed for a cash consideration of circa £25.0 million. Completion of the disposal confirms a modest loss on disposal but critically provided the Group with significant net cash at a time when the business needed cash. Whilst the terms of the transaction allowed for potential additional consideration payments to eEnergy – linked to the net cash generated by EMD from completion through to 30 September 2025 – as the post-sale results have been lower than the Board anticipated, the prospect for recovering further deferred consideration is considered unlikely. Therefore, no deferred consideration has been recognised in the balance sheet as at 31 December 2024. The accounting misstatements detailed above are not related to the EMD business or its disposal. Summary and FY2025 Outlook I take this opportunity to thank the finance team for their help and incredible support to investigate the accounting misstatements and to restate the prior period results. This work has taken a significant amount of time. Having completed this immensely time-consuming exercise, we have refocused our efforts on driving operational improvements to focus on profit and cash flow. We are confident that we have identified and addressed the cause of the legacy issues and put in place effective controls to ensure that there will be no re-occurrence going forward. To protect the underlying profitability of the Group and put the business onto a stronger cash generative footing, we have made further reductions to the cost base. Critically, we expect to be cash positive in H12025 (so we have stemmed the cash burn) and be further cash generative in H22025. This is now a crucial turning point in the Group’s history, and we are now poised for cash generative growth with improved operational gearing, pricing under control and working capital under control. John Gahan Chief Financial Officer 30 June 2025 CFO overview continued eEnergy Group plc Annual Report & Accounts 2024 12 Our strategy Achieving Net Zero. Making Net Zero possible and profitable — for our customers and shareholders. We deliver a full-service approach to Net Zero, combining our own innovations with strategic partnerships. Our focus? Eliminating energy waste, generating clean power and electrifying transport – all seamlessly bundled for maximum impact. This strategy not only drives greater value for customers but also fuels predictable, recurring revenue. By engaging clients across multiple touchpoints, we create commercial opportunities that turn sustainability into success. There are six key drivers to our growth strategy: 1. 2030 vision. We are seizing a significant market opportunity within the next five years, aligning with education’s Net Zero commitments. Our leadership in energy efficiency positions eEnergy at the forefront of carbon reduction, enabling our clients to reduce consumption, cut costs and achieve sustainability targets. 4. Innovation adaptability. We continuously integrate emerging technologies to optimise energy performance and efficiency. Our tech-enabled solutions, including smart energy management, EV charging and AI-driven analytics, enhance decision making and drive measurable carbon and cost savings for our clients. 2. Organic expansion. Leveraging our established market presence, we continue to drive expansion in energy efficiency and renewable solutions. Our focus remains on deepening sector penetration, particularly in education (£2 billion market) and healthcare (50% NHS LED opportunity), while broadening our influence across other key industries. 5. Strategic investment. A strong three-year investment plan underpins our strategy, supporting expansion into new markets and operational efficiencies. With a robust pipeline of contracted revenue and geographic growth, we are well positioned to scale our impact while ensuring long term financial health. 3. Renewable focus. With increasing demand for on-site renewable generation, we are enhancing our portfolio to meet the growing need for solar, battery storage and energy analytics. Our ability to deliver fully funded, capital free solutions ensures we remain a preferred partner for organisations transitioning to Net Zero. 6. Sector engagement. We are deepening our presence in education (£2 billion LED opportunity) while expanding into solar, EV charging and energy analytics. By targeting high growth, under-served markets, we are unlocking significant revenue potential while driving measurable carbon reduction. 13 eEnergy Group plc Annual Report & Accounts 2024 Strategic report Strategic report Generate clean energy with solar PV. Growth drivers. • 2030/40 Net Zero ambition. • On-site generation cheaper than grid. • Leveraging existing customer base. Capabilities. • Secured long term fixed energy costs. • Reducing reliance on the grid. • Innovative, capital free as-a-Service solutions. • New aftercare service and maintenance platform, ‘SolarLife Protect’. Revenue model. • Monetised through sale of the receivable to finance partner. • Financed through a PPA or operating lease. • New 3+2-year O&M service model: an initial 3-year contract with an automatic 2-year renewal, unless cancelled. Business model 85 projects completed in FY2024. £130m+ total pipeline opportunities. Driving explosive growth in the transition to Net Zero. Our customers seek a trusted partner, boasting credible and profitable end-to-end energy solutions to unleash their Net Zero ambitions. This need presents us with explosive multi-revenue streams of growth opportunity through our robust and proven business model. Note: all values as at 31 December 2024. Reduce consumption with LED and controls. Growth drivers. • 2030/40 Net Zero ambition. • Focus on reducing energy demand. • Replicating education experience into NHS and universities. Capabilities. • Proprietary design and survey app builds low cost scalable model. • Compliant, off-balance sheet capital free as-a-Service solutions. • Customer payments funded through energy savings. • 10-year product warranty. Revenue model. • Revenue recognised on project installation. • Monetised through sale of the receivable to finance partner. 145 projects completed in FY2024. £190m+ total pipeline opportunities. 14 eEnergy Group plc Annual Report & Accounts 2024 Charge your fleet with EV charging. Growth drivers. • 2030/40 Net Zero ambition. • Transition to non-ICE fleet vehicles. • Capital free solutions to unlock Net Zero. • Upsell to existing customers. Capabilities. • Reputable delivery partner for installation and aftercare. • Compliant, capital free as-a-Service solutions. • Robust end-to-end product suite. Revenue model. • Revenue recognised on project installation. • Monetised through sale of the receivable to finance partner. 7 projects completed in FY2024. £5m+ total pipeline opportunities. Note: all values as at 31 December 2024. Finance projects compliantly with off-balance sheet financing. Growth drivers. • 2030/40 Net Zero ambition. • Access to no upfront cost decarbonisation projects and solutions. • Public sector and DfE financial handbook approved. Capabilities. • Proprietary funding facilities with Redaptive, and NatWest. • Off-balance sheet operation lease. • Energy-as-a-Service. • Power Purchase Agreement (‘PPA’). Revenue model. • Monetised through sale of the receivable to finance partner. • Financed through a PPA or operating lease. £100m Redaptive project financing. £40 NatWest project financing. 15 Strategic report eEnergy Group plc Annual Report & Accounts 2024 Strategic report Our markets Mega and macro trends. The race to Net Zero is accelerating. Our clients need a trusted, compliant Net Zero partner to meet the Paris Agreement’s 45% emissions reduction by 2030 and full Net Zero by 2050. In education, the Let’s Go Zero campaign sets a clear goal: all UK schools to be zero carbon by 2030. eEnergy delivers fully funded solutions, helping organisations cut carbon, control costs, and stay ahead of regulatory shifts. eEnergy’s response. Fully funded Net Zero solutions: Delivering capital free decarbonisation across education and healthcare. Energy-as-a-Service: Shielding organisations from energy price volatility with fixed-cost models. AI-driven optimisation: Providing smarter energy insights to cut waste and drive efficiencies. End-to-end delivery: Offering turnkey Net Zero solutions that simplify procurement and accelerate impact. The future is Net Zero. Public sector budget pressures and policy tailwinds are fuelling the next wave of decarbonisation. eEnergy is positioned as the go-to partner to navigate this transition, helping clients cut costs, cut carbon and stay ahead. Key market trends driving Net Zero adoption. 1. Government-backed Net Zero investments. • UK policy frameworks are injecting funding into the public sector, fast-tracking projects for LED, solar PV and EV charging. • Public sector funding unlocks large-scale £1 million+ projects, accelerating the market’s transition to sustainability. 2. Capital free Net Zero solutions are booming. • Organisations are increasingly motivated to decarbonise without upfront investment. • Asset-light models are driving rapid adoption, with off-balance sheet funding enabling repeat business. 3. Data-driven energy optimisation in high demand. • Real-time energy insights deliver immediate cost savings and efficiency gains. • The UK Net Zero Research Framework is backing AI‑driven energy management, strengthening customer retention and margins. 4. Turnkey (EPC) solutions are the future. • Organisations seek seamless, all-in-one sustainability solutions. • Full-service offerings enhance customer lifetime value and accelerate project timelines, a key differentiator for eEnergy. 5. Solar adoption is rapidly accelerating. • The cost of solar development plus the cost of energy has reached an inflection point, making solar more commercially viable. • The market is shifting from early adopters to widespread commercial adoption, reducing sales cycles and fuelling revenue growth. 6. Expansion into universities and NHS trusts. • A strategic pivot to large-scale projects is underway. • Access to projects is being streamlined via partners and frameworks. • The pipeline of £1 million+ accounts is reshaping P&L, reinforcing Net Zero as a financial and operational priority. eEnergy Group plc Annual Report & Accounts 2024 16 145 LED projects completed in 2024, driving efficiency across key sectors.1 70k+ LED lamps installed, cutting energy waste and lowering operational costs.1 1,626 tonnes of CO₂ saved, advancing our clients’ Net Zero goals.1 £190m+ in pipeline opportunities, reflecting strong demand and growth potential.2 1. 1 January 2024 to 31 December 2024. 2. As of 31 December 2024. Enabling businesses to: • transition to energy-efficient LED lighting without capital investment; • benefit from a 10-year product warranty for long term peace of mind; and • optimise lighting design with real-time modelling and data-driven insights. By combining digital innovation with best-in-class procurement and project delivery, eEnergy is making energy efficiency scalable, cost effective, and hassle free for businesses – delivering measurable savings and sustainability impact. Reduce: Scaling smart energy solutions with precision and pace. eEnergy is a leading EPC solutions provider, designing and delivering LED lighting projects with no upfront cost. Through our strategic supply chain partnerships, we offer a 10-year warranty on lighting products, ensuring long term reliability and performance. Our eEnergy app enhances project efficiency, enabling real-time modelling during site surveys. This allows customers to make informed decisions between product cost and energy efficiency while ensuring precision in every installation. Strategic report eEnergy Group plc Annual Report & Accounts 2024 17 85 solar projects completed in 2024, accelerating the shift to renewable energy. 7,797 of installed of peak power (kWp) capacity PV, reducing reliance on tradition energy sources. 1,141 tonnes of CO₂ saved, advancing our clients’ Net Zero goals. £180m+ in pipeline opportunities, reflecting strong demand and growth potential. Enabling businesses to: • reduce energy costs by up to 50%; • secure a reliable, independent energy supply; and • transition to Net Zero without capital investment. By leveraging technology and flexible funding models, eEnergy is scaling solar adoption at pace – removing cost barriers while driving measurable financial and environmental returns. Generate: Scaling on-site solar to cut costs and secure energy supply. With energy costs rising and grid dependence becoming a growing concern, eEnergy’s capital free on-site solar solutions provide businesses with a cost-effective, secure and sustainable alternative. Our IoT-connected solar systems monitor generation and performance in real time, ensuring maximum uptime and efficiency. Strategic report 1. From 1 January 2024 to 31 December 2024. 2. As of 31 December 2024. Our markets continued eEnergy Group plc Annual Report & Accounts 2024 18 224 EV chargers under contract in 2024, supporting the shift to sustainable transport.1 £5m+ in pipeline opportunities, reflecting strong demand and growth potential.1 Enabling businesses to: • deploy fleet and workplace EV charging without upfront investment; • provide subsidised employee charging to drive sustainability goals; and • monetise visitor charging, creating an additional revenue stream. By integrating smart technology and flexible financing, eEnergy is making EV charging accessible, scalable, and financially viable – helping businesses lead the transition to clean mobility with zero-capital risk. Charge: Best-in-class OEM subscription-based EV charging. As EV adoption accelerates, businesses need flexible, cost-effective charging infrastructure. eEnergy’s eCharge platform delivers a fully managed, subscription-based EV charging solution – rapidly deploying charge points while optimising system management. This model allows organisations to meet growing employee and customer demand without capital expenditure. 1. As of 31 December 2024. Strategic report eEnergy Group plc Annual Report & Accounts 2024 19 Strategic report Routes to market. At eEnergy, we are revolutionising the path to Net Zero by eliminating the barriers to progress. Direct sales – expanding reach. Our direct sales team is at the heart of customer engagement, guiding organisations through the complexities of energy procurement. In 2025, we’re: • doubling our sales team to expand regional coverage; • scaling into universities and deepening our education sector presence; and • replicating success in the NHS and healthcare via public sector frameworks. Frameworks and strategic bids – fast-tracking deals. With a dedicated bid team and deep technical expertise, we’re securing multi-site, high value contracts. Key advantages: • approved on five frameworks across education and NHS; and • streamlined sales cycles through direct award contracts. Strategic partnerships – unlocking scale. Our partner network drives major opportunities in the commercial and industrial (‘C&I’) sectors. We’re: • leveraging partner-led models to penetrate new markets; • targeting £1 million+ projects for large-scale impact; and • freeing up our direct team to focus on inbound demand. In practice. This consultative approach ensures we stay close to decision- makers, accelerating the path to Net Zero. In practice. This route removes procurement barriers, fast-tracking large-scale energy solutions. In practice. This model extends our reach, driving high growth opportunities without stretching internal resources. Our markets continued eEnergy Group plc Annual Report & Accounts 2024 20 Market opportunity. There is a huge and positive market opportunity that presents positive macroeconomic tailwinds. High energy prices, the UK government’s Net Zero ambitions and the growing regulatory and social drivers amplify the economic case for our customers to accelerate their Net Zero strategy. Target sectors Target segments Size of addressable market Education • Academy schools. • Multi-academy trusts. • Independent schools. • Sixth form and colleges. • Universities. 32,149 UK schools. 1,154 Multi-Academy Trusts. 2,461 independent schools. 530 colleges and universities. Healthcare • NHS healthcare. • Private healthcare. • GPs and primary care. • Pharmacies. • Care homes. 2,001 public and private hospitals. 54,024 licensed GPs. 11,414 community pharmacies. 17,100 care homes. Industry and logistics • Warehousing (light manufacturing). • Storage and logistics. 1,920 warehouses larger than 100k sqft. 4,706 warehouses and storage business in the UK. 21 eEnergy Group plc Annual Report & Accounts 2024 Strategic report Trusted by 1,200+ organisations. Strategic report Our markets continued A trusted partner in public sector energy solutions. eEnergy is a proven and accredited supplier for public sector organisations, delivering high impact energy solutions through established procurement frameworks. Our inclusion in these frameworks reflects our commitment to quality, innovation and measurable results. Public sector frameworks: • CCS (Crown Commercial Service) • LASER • Lexica/NHS London • NHS Commercial Solutions Framework • Office of Zero Emissions Vehicles – Approved EV Charge Point installer • Proactis (YPO) Streamlined procurement, assured quality. These frameworks provide public sector organisations with a fast, compliant and efficient route to procure energy services without the complexity of a full tender process. Each framework applies rigorous selection criteria, ensuring only trusted suppliers with a track record of excellence. eEnergy’s presence across these frameworks reinforces our dedication to delivering sustainable, high performance solutions that drive cost savings and carbon reduction. Simplified public sector procurement process. A framework is a formal agreement between public sector buyers and pre-approved suppliers. It streamlines procurement by allowing suppliers to compete for contracts without undergoing a full tender process each time. Contract award. Tendering or sourcing via frameworks. How it works. • Public sector body publishes tender via online platform. • Pre-approved framework suppliers submit their tender replies. • Tenders are scored against a pre-defined weighting, e.g. price, performance, capability, reputation and ESG credentials. Requirement definition. Evaluation and selection. Education Healthcare 22 eEnergy Group plc Annual Report & Accounts 2024 Powering Net Zero in schools with impact at scale. At eEnergy, we are leading the transformation of the education sector by removing barriers to Net Zero. Through innovative energy solutions, we help schools cut costs, reduce emissions and create healthier learning environments – all without upfront capital investment. 900 schools benefiting from energy efficiency upgrades. 514,970 pupils experience improved learning environments. 587,111 LED lights installed, reducing energy waste. £117.3m in net savings delivered over 10 years. 14,198 TCO2e annual carbon savings, advancing Net Zero goals. 23 eEnergy Group plc Annual Report & Accounts 2024 Strategic report Reduction eEnergy carbon waterfall. Reduce. Generate. Charge. LED lighting Controls On-site solar EV charging Reducing carbon and saving costs with comprehensive energy solutions. Saving up to 60%. Our integrated services offering enables us to support our clients to achieve their CO2 reduction targets at the same time as saving money. We save costs with comprehensive energy solutions: Reduce | Generate | Charge. The ‘waterfall’ diagram below depicts how those areas each contribute to the client’s CO₂ reduction targets. This illustration is based upon an actual client case study where we have delivered all our current capabilities across four schools, including the tracking and reporting of the impact of each of the emissions projects. Based on this analysis, the waterfall also shows what the Board believes could be the potential 10-year economic value to eEnergy of offering all Energy Services capabilities to a typical Multi-Academy Trust – approximately £1.0 million. An additional £0.6 million–£1.0 million of value is anticipated to be available through consolidation of the education sector into existing Multi-Academy Trust customers of the Group. Reducing carbon Strategic report The economic value in Unleashing Net Zero. Tracking and reporting the impact of emissions projects 24 eEnergy Group plc Annual Report & Accounts 2024 Over 10 years IoT data. Total energy reduction. Potential value to eEnergy. 20% 10% £410k 20% £360k — £170k Intelligent metering 10% £81k 60% £1.02m 25 Strategic report eEnergy Group plc Annual Report & Accounts 2024 Stakeholder engagement S172 statement. Section 172(1)(a) to (f) of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. We describe our values and who we consider to be our key stakeholders in the Corporate Governance Report. The Board is committed to engaging with all our key stakeholders as we believe that this is the best way to build sustainable value for the business. The Board of Directors of eEnergy considers both individually and together that it has acted in such a way that would be most likely to promote the success of the Company in the long term, taking into consideration the interests of all the stakeholders (investors, employees, customers, suppliers and local communities) as well as the wider society and environmental implications. Strategy In February 2024 the Group completed the sale of the Energy Management business, subsequently focusing the Group’s resources on optimising the growth opportunity in Energy Services. Following the sale the Group has focused on realigning the business and laying foundations for our next chapter as a nimble pure play Net Zero energy services company. Our strategy is designed to deliver meaningful growth to the Group which in turn supports our employees, our supply chain partners and our shareholders as well as reducing the carbon footprint of our customers in the UK. The strategic direction of the Group is reviewed annually, taking into account the threats and opportunities facing the business and the interests of stakeholders. The Group is committed to being a responsible business and our behaviour is aligned with the expectations of our people, clients, investors, communities and society as a whole. People Our people are fundamental to the delivery of our strategy. For the Group to succeed we need to maintain an engaged, productive workforce and our enhanced employee value proposition. We provide opportunities for development and career progression, give timely feedback and support regarding performance, and have comprehensive communication channels. We aim to be a responsible employer in our approach to the pay and benefits our employees receive and benchmark our approach within the industry. The health, safety and wellbeing of our employees is one of our primary considerations in the way we conduct business. Promoting a culture of professionalism, respect and equal opportunity is as important as ensuring the right skills fit and behaviours for our business. Engaged and committed employees are integral to our overall Group performance and the delivery of great customer service. During the current period we have introduced an Apprenticeship scheme and monthly team breakfasts in order to invest in the future of the Company and our employees, as well as sharing meaningful information across the business. This is in addition to continuing to share information via email, Director presentations and meetings. Our team size enables much closer interaction between all colleagues and has further enabled Directors (including the Non-Executive Directors) to meet periodically with all employees. Suppliers We work closely with our supply chain network in the UK and provide training to their staff. We work collaboratively with our key equipment suppliers to develop product suited to our key markets and to share with them our expectations for each coming quarter. During the current period we have maintained regular communications with both finance and operational teams for key suppliers in order to update terms and conditions as the Group renews its focus on its Energy Services provision. During the current period the Group has also expended considerable time and resources in engaging with NatWest in order to secure the new £40 million Project Funding Facility. Shareholders The Board is committed to openly engaging with our shareholders. We recognise the importance of a continuing transparent dialogue, whether with major institutional investors or private or employee shareholders. It is important to us that shareholders understand our strategy and objectives, so seek to explain these clearly, listen to feedback and properly consider any issues or questions raised. Customers We put our customers at the heart of every decision. From initial enquiry through to long term operation and maintenance, we engage closely to understand their goals, whether that’s cutting energy costs, achieving Net Zero, or improving learning and working environments. We continue to listen to our customers, staying close to their evolving challenges and adapting our products, services and funding models to meet their changing priorities. This includes our £40 million Project Funding Facility with NatWest, which extends our no upfront cost model to the public sector. Our solutions are tailored by sector and need, with flexible commercial structures that ensure relevance and impact. Our teams maintain a strong presence in the market through sector events, direct engagement and a commitment to long term relationships, not just transactions. A responsible business The Board of Directors aims to ensure that management operates the business in a responsible manner, to the high standards of conduct and good governance expected of a business such as ours. We believe that doing so will contribute to the delivery of our strategy and, consequently, the growth of the Group. The Strategic Report on pages 01 to 31 was approved by the Board on 30 June 2025 and signed on its behalf by: John Gahan Company Secretary 30 June 2025 Strategic report eEnergy Group plc Annual Report & Accounts 2024 26 Environmental, social and governance (‘ESG’) 2024: A year of purposeful progress. At eEnergy, ESG isn’t a bolt-on – it’s built in. Our mission is simple but powerful: eliminate energy waste and make Net Zero both achievable and profitable. In 2024, we turned that mission into measurable action, embedding sustainability deeper into how we operate, how we lead and how we grow. Our activities enable a Net Zero future. In 2024, we achieved several key ESG milestones: • Completed inaugural materiality assessment. • Defined our sustainability strategy and ESG reporting framework. • Attained ISO 14001:2015, ISO 50001 and ISO 14068-1 certifications. Zero • Maintained a zero-injury safety record. 91% • Partnered with a specialist to recycle 91% of lighting installation waste. • Implemented a new HR platform to enhance employee experience. EcoVadis Bronze: A strong start. In our first ever submission, we were awarded a Bronze Medal by EcoVadis, placing us among the top 35% of companies globally for ESG performance. This external benchmark gives credibility to our efforts and shines a light on where we excel – and where we can improve. EcoVadis 2024 scorecard: eEnergy Group plc Annual Report & Accounts 2024 27 Strategic report eEnergy Group plc Annual Report & Accounts 2024 Strategic report Environment Labour and human rights Ethics Sustainable procurement Overall score Category Score 100 44 100 69 100 62 100 45 100 61 From materiality to momentum. In May 2024, we completed our first materiality assessment – a milestone that clarified what matters most to our stakeholders and our business. The outcome now shapes our strategy and reporting across four pillars: Planet. People. Prosperity. Governance. This structure ensures we focus on high impact areas, with accountability held by both pillar leads and our Board-level ESG Committee. Looking ahead: 2025 priorities. We’re focused on driving performance and transparency. In 2025 we will: We’re proud of the foundations we’ve laid – and even more ambitious about where we go next. Environmental, social and governance (‘ESG’) continued Planet: Climate change, energy efficiency, waste management. People: Safety and health, employee engagement, skills development, diversity and inclusion. Prosperity: Product sustainability, product supply chain, product design and life cycle management. Governance: Board composition, business ethics, cybersecurity, product sustainability, product supply chain, product design and life cycle management. Unleashing Net Zero Strategic report eEnergy Group plc Annual Report & Accounts 2024 28 1 Implement recommendations from our EcoVadis assessment. 2 Scope and begin preparing to report Scope 3 emissions. 3 Strengthen our employee review and development process. 4 Deepen supplier engagement on ESG performance. 5 Increase visibility of ESG performance in investor communications. Planet: Action, not aspiration. Sustainability isn’t just a selling point – it’s a standard. In 2024, we achieved: ISO 9001: Quality Management ISO 14001: Environmental Management ISO 45001: Occupational Health and Saftey Management Planet eEnergy. Making Net Zero possible and profitable. eEnergy Group plc Annual Report & Accounts 2024 29 Strategic report Waste. Partnering with a specialist LED waste provider, we now: 91% • Recycle ~91% of all project waste. • Ensure compliance with WEEE regulations and circular economy principles. Carbon emissions and energy consumption Total emissions GHG emissions (scope 1) t CO₂e Not applicable GHG emissions (scope 2) * t CO₂e 4,731.49 Total GHG emissions t CO₂e 4,731.49 Carbon footprint. We lease all facilities and operate a 100% electric fleet – so our emissions are scope 2 only: Energy use. We continue to reduce emissions where we can influence outcomes – through electric vehicle incentives and 100% renewable energy sourcing. Energy from fossil fuels kWh 0 Energy from renewable sources kWh 17,029.25 Energy from fossil fuels % 0% Energy from renewable sources % 100% Total energy consumption kWh 17,029.25 Recycled waste Landfill Waste to landfill: Year ended 31 December 2024 (tonnes). 9% 91% Total emissions (scope 2 only) t CO2e 4,731.49 This has resulted in us saving 629 Tonnes of CO2 in FY24. People: Empowering those who deliver the mission. Our success depends on our people. In 2024, we implemented BambooHR to streamline performance, improve communication and support a high performing, values-driven culture. Environmental, social and governance (‘ESG’) continued People Permanent workforce 50 18–30 (11) 30–50 (28) >50 (11) Strategic report eEnergy Group plc Annual Report & Accounts 2024 30 Workforce profile Workforce by age Diversity and inclusion Incidents of discrimination and corrective actions taken 0 New hires 31 Redundancies Dismissals 8 3 New hires and turnover Women as a % of a total workforce 32% Women in management % 4% Prosperity: A business model built for impact. We design and deliver services that accelerate the transition to Net Zero – and we do it with responsibility built in. In 2024, we: • Partnered with B Corp-certified suppliers for branded materials. • Sourced from local contractors and UK manufacturers. • Continued supporting the Let’s Go Zero campaign to help schools reach Net Zero by 2030. This year, we will deepen supplier engagement on their own ESG performance so that customers and investors can be certain that we do our very best to ensure that our supply chain is being held to the same high standards that we apply to our own business. We will also increase the visibility of our ESG performance in marketing, investor communications and client and customer management to underline our commitment to best-in-class ESG delivery. eEnergy. Making Net Zero possible and profitable. We’re working towards certification for ISO 45001:2023 to formalise and strengthen our health and safety system. Prosperity Governance Governance: Holding ourselves to account. Our ESG strategy is now embedded in our leadership structure. The ESG Committee – formed in December 2023 – sets direction and oversees delivery, with each pillar led by a named manager. We continue to to comply with the 10 principles set out in the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) and more detail on this is set out in the Corporate Governance Report below. While personnel changes in 2024 impacted delivery pace, we’ve built a stronger team, added new capability and have entered 2025 ready to accelerate. Number of fatalities Lost-time injuries (‘LTIs’) Medical treatment cases (‘MTCs’) Total recordable cases (fatal injuries + LTIs + MTCs) Safety statistics: Year ended 31 December 2024 Health and safety. Safety isn’t negotiable. We recorded zero injuries in 2024, supported by risk assessments, compliance tracking and training via the Citation platform. Occupational health: Year ended 31 December 2024 eEnergy Group plc Annual Report & Accounts 2024 31 Strategic report Number of health examinations conducted 1 Percentage of employees covered by health insurance 96% 32 Governance eEnergy Group plc Annual Report & Accounts 2024 Corporate governance statement Corporate governance. The Directors recognise the importance of good corporate governance and have chosen to comply with the principles set out in the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). For further information on how eEnergy applies the QCA Code, please see – www.eenergy.com/investors. The Board has established appropriately constituted Audit & Risk, Remuneration and Nomination Committees with formally delegated responsibilities. The Board of Directors The Board of Directors currently comprises six members, including two Executive Directors one Independent Non-Executive Director and three further Non-Executive Directors. During the current year Crispin Goldsmith was replaced by John Gahan as Chief Financial Officer, John Hornby was appointed as a Non-Executive Director. The Board has a wealth of experience in energy services, strategy and corporate finance. The structure of the Board ensures that no one individual or group dominates the decision-making process. Board meetings are held regularly, typically monthly and as required, to provide effective leadership and overall management of the Group’s affairs through the schedule of matters reserved for Board decisions. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of financial statements. All Directors have access to the advice and services of the Company’s solicitors and the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company’s expense in the furtherance of their duties. The Company held 10 Board meetings between 1 January 2024 and 31 December 2024. Attendance was as follows: Director Name Attendance David Nicholl (Non-Executive Director) 1 of 1 Harvey Sinclair (Executive Director) 10 of 10 Nigel Burton (Non-Executive Director) 10 of 10 Andrew Lawley (Non-Executive Director) 10 of 10 Gary Worby (Non-Executive Director) 10 of 10 Crispin Goldsmith (Executive Director) 8 of 8 John Gahan (Executive Director) 3 of 3 John Hornby (Non-Executive Director) 9 of 9 The Audit & Risk Committee (‘ARC’) The ARC comprises Nigel Burton (as Chairman) and Andrew Lawley and meets no less than twice a year. The Committee is responsible for making recommendations to the Board on the appointment of the auditor and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the ARC receives and reviews reports from management and the auditor relating to the Interim Report, the Annual Report and Accounts and the internal control systems of the Company. The ARC considers, manages and reports on the risks associated with the Company as well as ensuring the Company’s compliance with the AIM Rules and the Market Abuse Regulations concerning disclosure of inside information. The Remuneration Committee The Remuneration Committee comprises Nigel Burton (as Chairman) and Gary Worby and meets at least once each year. The Committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company. The Nomination Committee The Nomination Committee comprises Andrew Lawley (as Chairman) and Nigel Burton and meets at least once each year. This Committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively as well as being responsible for the annual evaluation of the performance of the Board and of individual Directors. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors. Internal controls The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication. Whilst the Directors acknowledge that no internal control system can provide absolute assurance against material misstatement or loss, they have reviewed the controls that are in place and are taking the appropriate action to ensure that the systems continue to develop in accordance with the growth of the Group. Governance 33 Governance eEnergy Group plc Annual Report & Accounts 2024 Relations with shareholders The Board attaches great importance to maintaining good relations with its shareholders. Extensive information about the Group’s activities is included in the Annual Report and Accounts and interim reports, which are published on the Group’s website and sent to those shareholders who have specifically requested to receive paper copies. Market sensitive information is regularly released to all shareholders concurrently in accordance with stock exchange rules. The Annual General Meeting provides an opportunity for all shareholders to communicate with and to question the Board on any aspect of the Group’s activities. The Company maintains a corporate website where information on the Group is regularly updated and all announcements are posted as they are released. The Company welcomes communication from both its private and institutional shareholders. MAR dealing code and policy document The Company has in place a share dealing code for the Directors and staff which is appropriate for a company whose shares are admitted to trading on AIM and subject to the Market Abuse Regulations. The Company takes all reasonable steps to ensure compliance by the Directors, related parties and any relevant employees. The Group’s core values are: • to be a good corporate citizen, demonstrating integrity in each business and community in which we operate; • to be open and honest in all our dealings, while respecting commercial and personal confidentiality; • to be objective, consistent, and fair with all our stakeholders; • to respect the dignity and wellbeing of all our stakeholders and all those with whom we are involved; and • to operate professionally in a performance-orientated culture and be committed to continuous improvement. Our stakeholders We are committed to developing mutually beneficial partnerships with our stakeholders throughout the life cycle of our activities and operations. Our principal stakeholders include our shareholders; our employees and their families, and employee representatives; the communities in which we operate; our business partners; and local and national governments. Environmental Policy The Group is aware of the potential impact that its operations may have on the environment. It will ensure that all activities and operations have the minimum environmental impact possible. The Group intends to meet or exceed international standards of excellence with regard to environmental matters. Our operations and activities will be in compliance with applicable laws and regulations. We will adopt and adhere to standards that are protective of both human health and the environment. Each employee (including contractors) will be held accountable for ensuring that those employees, equipment, facilities and resources within their area of responsibility are managed to comply with this policy and to minimise environmental risk. Ethical Policy The Group is committed to complying with all laws, regulations, standards and international conventions which apply to our businesses and to our relationships with our stakeholders. Where laws and regulations are non-existent or inadequate, we will maintain the highest reasonable standards appropriate. We will in an accurate, timely and verifiable manner consistently disclose material information about the Group and its performance. This will be readily understandable by appropriate regulators, our stakeholders and the public. The Group complies and will continue to comply fully with current and future anti-bribery legislation. We will endeavour to ensure that no employee acts in a manner that would in any way contravene these principles. The Group will take the appropriate disciplinary action concerning any contravention. Community Policy The Group’s aim is to have a positive impact on the people, cultures and communities in which it operates. It will be respectful of local people, their values, traditions, culture and the environment. The Group will also strive to ensure that surrounding communities are informed of, and where possible, involved in, developments which affect them, throughout the life cycle of our operations. It will undertake social investment initiatives in the areas of need where we can make a practical and meaningful contribution. Labour Policy The Group is committed to upholding fundamental human rights and, accordingly, we seek to ensure the implementation of fair employment practices. The Group will also commit to creating workplaces free of harassment and unfair discrimination. Health and safety Policy The Group is committed to complying with all relevant occupational health and safety laws, regulations and standards. In the absence thereof, standards reflecting best practice will be adopted. eEnergy Group plc Annual Report & Accounts 2024 34 Governance Board skills • Strategy. • General management. • High growth. • Mergers and acquisitions. • Business consulting. • Digital change. • Accounting. • Financing and capital markets. • Commodity trading. • Regulatory. • Health and safety. Committee key R Remuneration Committee A Audit & Risk Committee E ESG Committee N Nomination Committee Committee Chair Board of Directors Heavyweight growth and sector experience. Harvey Sinclair Chief Executive Officer Andrew Lawley Non-Executive Chair A N Andrew is an accomplished private equity investor and strategic leader with deep experience guiding businesses through transformation, growth and M&A. A qualified accountant, his early career in corporate finance and recovery led to a decade as Managing Director at RBS Equity Finance, backing high growth companies and managing complex investment portfolios. He later joined Dixons Retail Group plc as Group Strategy Director, where he led the merger with Carphone Warehouse, before stepping into the role of Integration Director and interim CEO of the services and Southern Europe divisions. He continued to shape group-wide strategy and M&A through the post-merger phase. Andrew has held senior leadership roles across private equity and retail, including as Executive Chairman of Hunter Boot Limited and Operating Partner at Three Hills Capital, and is currently a Partner at THI Investments. His track record of delivering value through strategic clarity, operational oversight and board leadership underpins his role as Chair of eEnergy, supporting the business through its next phase of scale and impact. Specialisms: Strategic growth, M&A, integration, transformation, private equity. Harvey is a proven technology entrepreneur and the driving force behind eEnergy. He co-founded eLight in 2013 and led its reverse takeover to form eEnergy Group plc in 2020, delivering a clear mission: to make Net Zero possible and profitable for all organisations. Over the past 20+ years, Harvey has built, scaled and exited businesses across multiple sectors – including software, e-commerce, digital media and hospitality. In 2000, he founded The Hot Group plc, one of the UK’s first online recruitment platforms, which he grew to IPO and later sold to Trinity Mirror for £55 million. Prior to eEnergy, Harvey served as Investment Director at Scottish Enterprise, supporting scale-ups in clean tech and advanced manufacturing. His portfolio includes board and advisory roles across real estate, LED technology and high growth consumer brands. Under Harvey’s leadership, eEnergy has become a leading Digital Energy Services business, recognised with the London Stock Exchange’s Green Economy Mark and voted Energy Consultancy of the Year in 2022. Specialisms: Entrepreneurship, growth strategy, energy transition, M&A, digital innovation. John is an experienced CFO with a strong track record of financial leadership across public, private and private equity-backed businesses. A Fellow of the ICAEW, he brings over 30 years of experience driving performance, managing complex international operations and delivering value through transformation. Before joining eEnergy in October 2024, John was CFO at Simbec-Orion, a global clinical research organisation, and previously held senior finance roles at Sprue Aegis plc, a consumer tech business listed on AIM, and GKN plc, where he was the Regional Finance Director and led M&A across Asia Pacific and Japan. He began his career at KPMG, performing due diligence on global transactions for corporates and private equity clients. John’s expertise spans financial strategy, M&A, business planning, business integration and team leadership. His focus is on enabling growth, unlocking profitability and ensuring financial resilience as eEnergy scales its impact in the Net Zero economy. Specialisms: Financial leadership, M&A, cash flow optimisation, private equity, transformation. John Gahan Chief Financial Officer eEnergy Group plc Annual Report & Accounts 2024 35 Governance Dr Nigel Burton Non-Executive Director John Hornby Non-Executive Director Gary Worby Non‑Executive Director Gary is a Chartered Engineer with over three decades of leadership in the energy and carbon sector. He brings deep strategic and operational expertise to the eEnergy Board, gained through a career leading consultancy and technology businesses through growth, acquisition and successful exits. As former Managing Director of EnergyQuote JHA and Energy and Carbon Management, Gary oversaw significant expansion and innovation before leading both companies through trade sales to Accenture and Inspired Energy plc respectively. He currently serves as Executive Chairman of UDIntel, a fast- growing energy tech platform delivering cost and process efficiencies for clients. A fast growing energy consultancy. Gary’s experience spans energy supply, consultancy and data-driven solutions. His insight into navigating complex markets, driving year on year growth and shaping customer-centric propositions makes him a valuable independent voice on eEnergy’s Board as the Group accelerates its Net Zero mission. Specialisms: Energy strategy, carbon markets, M&A, technology, consultancy. Nigel brings a powerful combination of City pedigree, board-level leadership and turnaround expertise. Following 14 years as an investment banker at UBS Warburg and Deutsche Bank – where he was Managing Director for Energy & Utilities – he transitioned into operational leadership, serving as CEO or CFO of multiple public and private companies over 15+ years. He currently serves as Non-Executive Director of BlackRock Throgmorton Trust plc, Metir plc, Sorted Group Holdings plc and eEnergy Group plc. He previously held Chair and NED roles across a broad range of AIM-listed companies, including Digitalbox, Modern Water, Remote Monitored Systems and Mobile Streams. Nigel led the RTO that created eEnergy in 2020 and has been a key voice on the Board since. As Chair of the ESG & Risk Committee, Nigel brings both technical credibility and commercial rigour. A Chartered Electrical Engineer and former President of the IET, he combines deep sector insight with a strong understanding of governance, stakeholder engagement and sustainability. His track record of steering businesses through transformation, funding and compliance challenges makes him ideally placed to oversee the Group’s ESG priorities as they grow in strategic importance. Specialisms: ESG governance, IPOs, M&A, turnaround, energy, fundraising. R A N R E John is a seasoned business leader with a proven track record in driving growth, transformation and international expansion. He is currently Chief Executive Officer of Luceco Group, a role he has held since 2016, having originally joined the business in 1997 and led its management buyout from a listed PLC in 2000. Under John’s leadership, Luceco expanded significantly, including building a major operational footprint in China. His ability to scale businesses, execute complex transactions and lead through change makes him a valuable contributor to eEnergy’s strategic direction. Earlier in his career, John worked in management consulting at Knox D’Arcy, following a degree in Economics from the University of Oxford. His appointment to eEnergy’s Board brings deep commercial insight and operational experience as the Group continues to grow and diversify its offering. Specialisms: Business transformation, international operations, M&A, strategy, lighting and electrical products. eEnergy Group plc Annual Report & Accounts 2024 36 Governance This report to shareholders for the period ended 31 December 2024 sets out the Group’s remuneration policies. As the Company’s shares are listed on the AIM market of the London Stock Exchange, the Company is required to report in accordance with the remuneration disclosure requirements of the AIM Rules. The Group is not required to prepare a Directors’ Remuneration Report under Companies Act regulations and therefore this report may not contain all the information that would be included were the Group required to do so. Composition and role of the Remuneration Committee Membership of the Remuneration Committee during the period consisted of the Non-Executive Directors, Nigel Burton (Chairman) and Gary Worby. The Remuneration Committee oversees the remuneration policies and activities of the Group. The Committee met four times during the period ended 31 December 2024. The Committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company. Remuneration structure for Executive Directors Overview The Remuneration Committee is committed to maintaining high standards of corporate governance and has taken steps to comply with best practice insofar as it can be applied practically given the size of the Group and the nature of its operations. Service contracts Each Executive Director has a service contract with the Group which contains details regarding remuneration, restrictions and disciplinary matters. Executive Directors are appointed by the Group on contracts terminable on no more than 12 months’ notice. Remuneration Policy The Committee aims to ensure that the total remuneration for the Executive Directors is soundly based, internally consistent, market competitive and aligned with the interests of shareholders. No Director takes part in decisions regarding their personal remuneration. To design a balanced package for the Executive Directors and senior management, the Committee considers the individual’s experience and the nature and complexity of their work in order to pay a competitive salary that attracts and retains management of the highest quality, while avoiding remunerating those Directors more than is necessary. The Committee also considers the link between the individual’s remuneration package and the Group’s long term performance aims. Basic salary Salaries are benchmarked against businesses acting within the Energy Services market and comparable quoted companies. The review process is undertaken having regard to the development of the Group and the contribution that individuals will continue to make as well as the need to retain and motivate individuals. Performance-related pay During the 12-month period ended 31 December 2024 the Chief Executive Officer and Chief Financial Officer could earn a cash bonus of up to 100% of their basic salary for the period, payable against meeting personal and business targets set out by the Committee at the beginning of the period. The previous 18-month period from 1 July 2022 to 31 December 2023 was split into two separate performance periods for the purposes of assessing the performance of the Executive Directors; the 12-months ended 30 June 2023 and the six months ended 31 December 2023. The Board believes it is important to align senior management to share price performance through an equity based long term incentive plan (LTIP). During the period there were three LTIP schemes operated by the Company which are detailed in note 33, including details of awards made to Directors. During the prior period, the Remuneration Committee recognised the need to restructure the Group’s existing equity incentive structure to ensure it remained effective and appropriate in the light of the prevailing circumstances and outlook. Economic terms of a new scheme were agreed in principle during the prior period, with the new 2024 EMI scheme implemented in January 2024. The New Awards are subject to achieving a minimum vesting threshold share price of 9.32p. The share price performance target will be tested three years from award by reference to the average closing mid-price over the prior 30 days and would vest at that time only to the extent the share performance targets had been met. Any awards under the schemes are subject to Remuneration Committee approval. Directors’ remuneration report eEnergy Group plc Annual Report & Accounts 2024 37 Governance Non-Executive Directors The fees of the Chairman are determined by the Committee and the fees of the Non-Executive Directors by the Board following a recommendation from the Chairman. The Chairman and Non-Executive Directors are not involved in any discussions or decisions about their own remuneration. Included in the salary is an additional payment of £3,000 to each Committee Chair. The following table sets out the remuneration of the Company’s Directors who served during the period from 1 January 2024 to 31 December 2024 that was received or receivable. On 9 February 2024 John Hornby was appointed as Non-Executive Director for which he does not receive any remuneration. Salary and fees £ Pensions and benefits £ Bonus £ 2024 Total £ 2023 Total ** £ Harvey Sinclair 290,833 7,500 285,000 583,333 538,859 Crispin Goldsmith (resigned September 2024) 195,457 5,100 200,000 400,557 374,534 John Gahan (appointed October 2024) 52,500 720 — 53,220 — Nigel Burton 51,000 — — 51,000 77,138 Andrew Lawley* 45,000 1,319 — 46,319 68,513 Gary Worby 45,000 1,319 — 46,319 69,525 David Nicholl (resigned February 2024) 9,667 290 — 9,957 84,632 John Foley (resigned February 2024) — — — — — Derek Myers (resigned May 2023) — — — — 21,651 Ric Williams (resigned July 2022) — — — — 75,548 * In February 2024, Andrew Lawley succeeded David Nicholl as Chairman. ** FY2023 Comparative covers the 18-month period from 1 July 2022 to 31 December 2023. The current year disclosure of bonuses relate to amounts earned during the current financial year, including payments on completion of the sale of the Energy Management business, for which Harvey Sinclair achieved 100% and Crispin Goldsmith achieved 100%. Following the sale of the Energy Management business in February 2024, a total of £632,00 of bonds were repaid to the Directors of the business, as detailed below. Total repayment £ Harvey Sinclair 30,105 Crispin Goldsmith (resigned September 2024) 30,105 Nigel Burton 240,843 Andrew Lawley 30,105 Gary Worby 30,105 David Nicholl (resigned February 2024) 30,105 Derek Myers (resigned May 2023) 240,843 The Remuneration Report was approved by the Board on 29 April 2024 and signed on its behalf by: Nigel Burton Chairman of the Remuneration Committee 30 June 2025 eEnergy Group plc Annual Report & Accounts 2024 38 Governance Group Directors’ report The Directors present their report and the audited financial statements for the period ended 31 December 2024. eEnergy Group plc is incorporated in the United Kingdom and is the ultimate Parent Company of the eEnergy Group. A summary of key future developments for the Company and Group are included, together with an overview of the business model, in the Strategic Report. Going concern The financial information has been prepared on a going concern basis, which assumes that the Group and Company will continue in operational existence for the foreseeable future. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant information about the current and future position of the Group and Company, including the current level of resources and the trading outlook over the going concern period, being at least 12 months from the date of approval of the financial statements. The sale of the Energy Management Division in February 2024 facilitated the repayment of virtually all of the Group’s corporate debt facilities and substantially strengthened the balance sheet. Other than the COVID Bounce Back Loan of circa £30,000 and the NatWest Customer Funding Facility, there was no external debt in the business as at 31 December 2024. The Directors note that there is continued macroeconomic and geo‑political uncertainty. eEnergy is a contracting business and carefully manages its sales pipeline to ensure new sales opportunities convert into revenue in sufficient quantities and at sufficient margins to allow the business to generate positive cash. The Directors believe the business is well placed to continue to deliver strong growth in revenue and cash flow. Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate. The financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis. Dividends The Directors do not recommend the payment of a dividend in respect of the current period (2023: £nil). Events since the balance sheet date In May 2025 the Group entered into a partnership arrangement with Redaptive Sustainability Services UK Limited (‘Redaptive’). Redaptive has agreed to provide funding of up to £100 million to support Redaptive-approved eEnergy customer projects across all client sectors in the UK, with eEnergy undertaking operational oversight of such projects and bearing responsibility for all warranty and service-related contractual obligations. The partnership establishes eEnergy as one of Redaptive’s dedicated delivery partners for Redaptive-initiated projects in the UK. Redaptive is a leading Energy-as-a-Service provider in the US that rapidly funds and installs energy-saving and energy-generating equipment across its clients’ real estate portfolios. Directors The Directors of the Company who served during the year ended 31 December 2024 and until the date of signing were: Harvey Sinclair Crispin Goldsmith (resigned 30 September 2024) John Gahan (appointed 1 October 2024) Dr Nigel Burton Andrew Lawley Gary Worby David Nicholl (resigned 9 February 2024) John Foley (resigned 9 February 2024) John Hornby (appointed 9 February 2024) Directors’ Indemnity The Company has provided qualifying third party indemnities for the benefit of its Directors. These were provided during the year and remain in force at the date of this report. Directors’ Interest The Directors of the Company who held office during the year had the following beneficial interests in the shares of the Company at the year end 31 December 2024. 31 December 2024 Number (Thousands) 31 December 2023 Number (Thousands) Harvey Sinclair 20,816 20,816 Crispin Goldsmith 530 530 John Gahan — — Dr Nigel Burton 629 629 Andrew Lawley 170 170 Gary Worby 3,742 3,742 David Nicholl 13,128 13,298 John Hornby — — 39,015 39,185 The following Directors had also been granted share options to acquire the shares of the Company: As at 31 December 2024: Number of Options (Thousands) John Gahan Harvey Sinclair Crispin Goldsmith Andrew Lawley David Nicholl Exercisable at 0.3 pence until 19 December 2027 2,500 — — — — Exercisable at 0.3 pence until 19 February 2027 — 28,080 1,000 5,500 5,500 eEnergy Group plc Annual Report & Accounts 2024 39 Governance As at 31 December 2023 Number of Options (Thousands) Harvey Sinclair Crispin Goldsmith Ric Williams Exercisable at £6.12 pence until 30 June 2030 4,085 — 4,085 Exercisable at 0.3p at 8 December 2024 — 2,500 — 4,085 2,500 4,085 The total number of share options held by the Directors at 31 of December 2024 was 49,164,960 (31 December 2023: 6,584,960). In July 2020 the Company implemented the eEenergy group management incentive plan (‘MIP’) the MIP includes the EMI share options described above. As at the 31 December 2024 three directors, Harvey Sinclair, David Nicholl and Andrew Lawley participated in the MIP. The extent to which the MIP converts into new ordinary shares of the company depends upon the total shareholder return generated over the MIP measurement period but the maximum dilution to existing shareholders is capped at 9.4%. Details of the MIP are included in note 30 to the Financial Statements. Provision of information to the auditor So far as each of the Directors is aware at the time this report is approved: • There is no relevant audit information of which the Company’s auditor is unaware; and • The Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Auditor PKF Littlejohn LLP has signified its willingness to continue in office as auditor and a resolution to reappoint them will be put to the Annual General Meeting. This report was approved by the Board on 30 June 2025 and signed on its behalf. John Gahan Company Secretary 30 June 2025 eEnergy Group plc Annual Report & Accounts 2024 40 Governance Statement of Directors’ responsibilities The Directors are responsible for preparing the annual report and the 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 Group and Parent Company financial statements in accordance with UK adopted international accounting standards. 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 Group and Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: • Select suitable accounting policies and then apply them consistently; • Make judgements and accounting estimates that are reasonable and prudent; • State whether they comply with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements; and • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. 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 Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate financial information included on the company website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM rule 26 regarding the Companies website. eEnergy Group plc Annual Report & Accounts 2024 41 Financial statements Disclaimer of opinion We were engaged to audit the financial statements of eEnergy Group Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of cashflows, Consolidated statement of changes in equity, Company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of Companies Act 2006. The financial reporting framework that has been adopted in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS101 Reduced Disclosures Framework (United Kingdom Generally Accepted Accounting Practice). We do not express an opinion on the accompanying financial statements of the group and parent company. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. Basis for disclaimer of opinion In seeking to form an opinion on the financial statements, we considered the implications of the significant uncertainties disclosed in the financial statements concerning the following matters: • For the year ended 31 December 2024, the group reported revenue of £25.1m (18 months ended 31 December 2023 £22m). In the absence of adequate supporting evidence for project accounting transactions, we have been unable to obtain sufficient appropriate audit evidence over the cut off, occurrence and accuracy of revenue of the periods presented. • For the year ended 31 December 2024 , the group reported cost of sales of £16.4m (18 months ended 31 December 2023 £19.2m). In the absence of adequate supporting evidence for project accounting transactions we have been unable to obtain sufficient appropriate audit evidence over the cut off, completeness and accuracy of cost of sales. • Due to issues over the cut off of revenue and associated project accounting balances between 2023 and 2024, as a result of the above, we do not have sufficient appropriate audit evidence over the accuracy of opening reserves and the prior period restatement as at 1 January 2024 and 1 July 2022. Other information The other information comprises the information included in the strategic and directors’ reports, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the strategic and directors’ reports. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we are unable to determine whether a material misstatement of other information exists. Opinion on other matters prescribed by the Companies Act 2006 Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit: • 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. Matters on which we are required to report by exception Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to determine whether there are any material misstatements in the strategic report or the directors’ report. Arising from the limitation of our work referred to above: • we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and • we were unable to determine whether adequate accounting records have been kept. 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: • returns adequate for our audit have not been received from branches not visited by us; or • the financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made. Independent auditor’s report to the members of eEnergy Group plc eEnergy Group plc Annual Report & Accounts 2024 42 Financial statements Independent auditor’s report to the members of eEnergy Group plc continued Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the group and parent company financial statements, the directors are responsible for assessing the group and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group and parent company or to cease operations, or have no realistic alternative but to do so. Extent to which the audit was considered capable of detecting irregularities, including fraud 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: • We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, application of cumulative audit knowledge and experience of the sector. • We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from UK‑adopted IAS and United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006 and the AIM Rules for Companies. • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to enquiries of management and review of legal / regulatory correspondence and legal ledger accounts. • We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non‑rebuttable presumption of a risk of fraud arising from management override of controls, that estimates, judgements and assumptions applied by management regarding revenue recognition, project completion, project accounting, the assessment of impairment of goodwill and intangible assets gave the greatest potential for management bias. • As in all of our audits, we attempted to address the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We were unable to obtain sufficient appropriate audit evidence in this regard. • We communicated the risk of non-compliance with laws and regulations, including fraud, to the component auditor who incorporated this into their testing, which was reviewed by the group audit team. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. Auditor’s responsibilities for the audit of the financial statements Our responsibility is to conduct an audit of the group and parent company’s financial statements in accordance with ISAs (UK) and to issue an auditor’s report. However, because of the matters described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Use of our 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 we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Karen Egan (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 30 June 2025 15 Westferry Circus Canary Wharf London E14 4HD eEnergy Group plc Annual Report & Accounts 2024 43 Financial statements Note Year to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Continuing operations Revenue from contracts with customers 6 25,057 22,032 Cost of sales (16,374) (19,238) Gross profit 8,683 2,794 Administrative expenses 7 (14,855) (15792) Distribution costs (1,270) (995) Operating Loss (7,442) (13,993) Finance income 10 257 — Finance costs 10 (2,317) (2,350) Loss before tax (9,502) (16,343) Tax 11 1,644 333 Loss for the period/year from continuing operations (7,858) (16,010) Discontinued operations (Loss)/profit after tax for the year from discontinued operations 5 (325) 3,416 Loss for the year (8,183) (12,594) Other comprehensive income Items that may be reclassified subsequently to profit and loss 317 (61) Translation of foreign operations 317 (61) Total other comprehensive loss (7,866) (12,655) Total comprehensive loss for the year Basic and diluted loss per share from continuing operations 12 (2.03p) (4.52p) The accompanying notes on pages 49 to 86 form part of these financial statements. i. Following the identification of material accounting misstatements, the Directors have restated the prior period comparatives. See note 3 for further details and analysis. ii. Items of income and expense that are considered by management for designation as adjusting items include items such as significant corporate restructuring costs, acquisition and disposal related costs, changes in initial recognition of contingent consideration and share-based payment expenses. These are further analysed in note 7. Note Year to 31 December 2024 £’000 18 months to 31 December 2023 (Restated)i £’000 Reconciliation to Adjusted EBITDA (Non-GAAP Measure) Operating Loss (7,442) (13,993) Adjustments for: Depreciation and Amortisation 7 412 683 Adjusting items 7 7,591 3,657 Adjusted EBITDA (Non-GAAP Measure) 561 (9,653) Consolidated statement of comprehensive income eEnergy Group plc Annual Report & Accounts 2024 44 Financial statements Consolidated statement of financial position Note As at 31 December 2024 £’000 As at 31 December 2023 (Restated) i £’000 As at 30 June 2022 (Restated) i £’000 NON-CURRENT ASSETS Property, plant and equipment 13 227 292 458 Intangible assets 14 3,443 3,465 28,733 Right-of-use assets 20 560 502 777 Trade and other receivables 17 — 818 — Financial assets 28 12,848 8,286 6,163 Deferred tax asset 22 2,540 1,138 1,071 19,618 14,501 37,202 CURRENT ASSETS Inventories 16 — 177 809 Trade and other receivables 17 5,424 2,422 13,906 Financial assets 28 2,179 1,621 1,090 Cash and cash equivalents 18 2,317 597 2,542 9,920 4,817 18,347 Disposal group classified as held for sale 5 — 34,997 — 9,920 39,814 18,347 TOTAL ASSETS 29,538 54,315 55,549 CURRENT LIABILITIES Trade and other payables 19 9,261 14,540 16,852 Lease liabilities 20 189 189 542 Provisions 23 510 646 — Financial liabilities 28 435 — — Borrowings 21 490 8,030 11 10,885 23,405 17,405 Disposal group classified as held for sale 5 — 7,852 — 10,885 31,257 17,405 Net current (liabilities)/assets (965) 8,557 942 NON-CURRENT LIABILITIES Lease liabilities 20 501 384 349 Borrowings 21 3,543 — 5,011 Deferred tax liability 22 115 944 1,318 Provisions 23 394 — 860 Financial liabilities 28 8,793 10,405 8,210 Other non-current liabilities — — 2,252 13,346 11,733 18,000 TOTAL LIABILITIES 24,231 42,990 35,405 NET ASSETS 5,307 11,325 20,144 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Issued share capital 24 16,494 16,494 16,373 Share premium 24 49,319 49,319 47,360 Other reserves 25 2,103 2,017 261 Reverse acquisition reserve 25 (35,246) (35,246) (35,246) Foreign currency translation reserve 118 (199) (138) Accumulated losses (27,481) (21,060) (8,389) 5,307 11,325 20,221 Non-controlling interest — — (77) TOTAL EQUITY 5,307 11,325 20,144 i. Following the identification of material accounting misstatements, the Directors have restated the prior and prior prior period comparatives. See note 3 for further details and analysis. The accompanying notes on pages 49 to 86 form part of these financial statements. These financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on their behalf: John Gahan Director eEnergy Group plc Annual Report & Accounts 2024 45 Financial statements Note As at 31 December 2024 £’000 As at 31 December 2023 (Restated) i £’000 NON-CURRENT ASSETS Property, plant and equipment 13 19 26 Intangible assets 14 70 75 Right-of-use assets 20 129 128 Trade and other receivables 17 23,963 24,574 Investment in subsidiary 15 6,574 6,574 30,755 31,377 CURRENT ASSETS Trade and other receivablesi 17 307 617 Cash and cash equivalents 18 175 56 482 673 TOTAL ASSETS 31,237 32,050 CURRENT LIABILITIES Trade and other payables 19 8,851 1,854 Lease liability 20 132 132 Borrowings 21 — 2,960 8,983 4,946 TOTAL LIABILITIES 8,983 4,946 NET ASSETS 22,254 27,104 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Issued share capital 24 16,494 16,494 Share premium 24 49,319 49,319 Other reserves 25 2,069 1,983 Accumulated losses (45,628) (40,692) TOTAL EQUITY 22,254 27,104 i. Following the identification of material accounting misstatements, the Directors have restated the prior period comparatives. The prior period comparatives for trade and other receivables includes a balance of £24,574,000 relating to intercompany receivables previously presented separately on the face of the Statement of financial position as current assets. A separate Statement of comprehensive income for the Parent Company has not been presented, as permitted by section 408 of the Companies Act 2006. The Company’s loss for the period was £6,698,000 (2023: loss of £5,742,000). The accompanying notes on pages 49 to 86 form part of these financial statements. These financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on their behalf: John Gahan Director Company statement of financial position Company number: 05357433 eEnergy Group plc Annual Report & Accounts 2024 46 Financial statements Consolidated statement of cashflows For the year ended 31 December 2024 Group Note Year to 31 December 2024 £’000 Period to 31 December 2023 (Restated) i £’000 Operating (loss)/profit (profit before interest & tax) (7,442) (13,993) Depreciation & amortisation 7 412 683 EBITDA continuing operations (7,030) (13,310) EBITDA discontinued operations 5 8 4,844 EBITDA 4 (7,022) (8,466) Adjustments for: Shares and warrants issue to settle expenses 10 228 136 Share-based payment expense 30 1,620 760 Gain on derecognition of contingent consideration — (448) Operating cashflow before working capital movements (5,174) (8,018) (Increase)/decrease in trade and other receivables (2,643) 4,797 (Decrease) in trade and other payables (2,387) (6,841) (Increase) in financial assets (5,120) (2,860) (Decrease)/increase in financial liabilities (1,808) 2,800 Decrease in inventories 177 228 Increase in provisions 258 896 Increase/(decrease) in net accrued/deferred income — 5,875 Net cash (outflow) from operating activities (16,697) (3,123) Cash flow from investing activities Net cash on disposal of discontinued operations (including cash disposed) 5 22,874 — Cash out from exercise of options in acquired business — (100) Expenditure on intangible assets (18) (1,338) Purchase of property, plant and equipment (13) (293) Net cash inflow/(outflow) from investing activities 22,843 (1,731) Cash flows from financing activities Interest paid — (602) Repayment of lease liabilities 20 (357) (738) Proceeds from the issue of share capital, net of issue costs — 1,759 Proceeds from loans and borrowings 29 4,603 2,525 Repayment of borrowings 29 (8,707) — Net cash (outflow)/inflow from financing activities (4,461) 2,944 Net increase/(decrease) in cash & cash equivalents 1,685 (1,910) Cash & cash equivalents at the start of the period 632 2,542 Cash & cash equivalents at the end of the period 18 2,317 632 i. Following the identification of material accounting misstatements, the Directors have restated the prior period comparatives. See note 3 for further details and analysis. ii. Cash & cash equivalents as at 1 January 2024 included a balance of £35,000 included within the Energy Management Division discontinued operation. The opening cash balance as at 1 July 2022 has been restated to recognise an additional £740,000 in eEnergy EAAS Projects Limited which had not previously been consolidated. See note 3 for further details. Refer note 29 for net debt reconciliation. The accompanying notes on pages 49 to 86 form part of these financial statements. eEnergy Group plc Annual Report & Accounts 2024 47 Financial statements Share capital iii £’000 Share premium £’000 Reverse acquisition reserve £’000 Other reserves £’000 Foreign currency reserve £’000 Accumulated losses (Restated) £’000 Non- controlling interest £’000 Total equity £’000 Balance at 30 June 2022 16,373 47,360 (35,246) 261 (138) (5,985) (77) 22,548 Restatement of opening reserves — — — — — (2,404) — (2,404) Balance at 30 June 2022 – (restated)iv 16,373 47,360 (35,246) 261 (138) (8,389) (77) 20,144 Loss for the period — — — — — (2,521) — (2,521) Restatement to loss for the period — — — — — (10,073) — (10,073) Other comprehensive loss — — — — (61) — — (61) Total comprehensive profit for the period attributable to equity holders of the parent — — — — (61) (12,594) — (12,655) Issue of shares for cash 105 1,650 — — — — — 1,755 Issue of shares for acquisition of subsidiariesi 16 309 — — — — — 325 Acquisition of balance of non-controlling interestii — — — 860 — (77) 77 860 Warrants — — — 136 — — — 136 Share-based payment — — — 760 — — — 760 Total transactions with owners 121 1,959 — 1,756 — (77) 77 3,836 Balance at 31 December 2023 – (restated) 16,494 49,319 (35,246) 2,017 (199) (21,060) — 11,325 Loss for the year — — — — — (8,183) — (8,183) Other comprehensive loss — — — — 317 — — 317 Total comprehensive profit for the year attributable to equity holders of the parent — — — — 317 (8,183) — (7,866) Warrants — — — 228 — — — 228 Share-based payment — — — 1,620 — — — 1,620 Recycling of share-based payment reserve — — — (1,762) — 1,762 — — Total transactions with owners — — — 86 — 1,762 — 1,848 Balance at 31 December 2024 16,494 49,319 (35,246) 2,103 118 (27,481) — 5,307 i. Issue of share capital (non-cash) for settlement of contingent consideration, relating to the acquisition of Utility Team and acquisition of minority interests in eEnergy Insights. ii. Relates to reversal of the put option provision, regarding the step acquisition of eEnergy Insights Limited, following acquisition of outstanding share capital. iii. Share Capital is inclusive of £15,333 deferred share capital – refer to note 24. iv. Following the identification of material accounting misstatements, the Directors have restated the prior and prior prior period comparatives. This includes a restatement of £2,404,000 presented through the opening accumulated losses as at 30 June 2022. See note 3 for further details and analysis. The accompanying notes on pages 49 to 86 form part of these financial statements. Consolidated statement of changes in equity For the period ended 31 December 2024 eEnergy Group plc Annual Report & Accounts 2024 48 Financial statements Company statement of changes in equity For the period ended 31 December 2024 Share capital i £’000 Share premium £’000 Other reserves £’000 Accumulated losses £’000 Total equity £’000 Balance at 30 June 2022 16,373 47,360 1,087 (34,950) 29,870 Loss for the period — — — (5,742) (5,742) Total comprehensive loss for the period attributable to equity holders of the parent — — — (5,742) (5,742) Issue of shares for cash 105 1,650 — — 1,755 Issue of shares for acquisition of subsidiary 16 309 — — 325 Warrants — — 136 — 136 Share-based payment — — 760 — 760 Total transaction with owners 121 1,959 896 — 2,976 Balance at 31 December 2023 16,494 49,319 1,983 (40,692) 27,104 Loss for the year — — — (6,698) (6,698) Total comprehensive loss for the year attributable to equity holders of the parent — — — (6,698) (6,698) Warrants — — 228 — 228 Share-based payment — — 1,620 — 1,620 Recycling of share-based payment reserve — — (1,762) 1,762 — Total transaction with owners — — 86 1,762 1,848 Balance at 31 December 2024 16,494 49,319 2,069 (45,628) 22,254 i. Authorised and Issued share capital comprises 553,251,050,551 Deferred shares of £0.00001 – £15,332,511 and 387,224,625 ordinary shares of £0.003 – £1,161,674. The accompanying notes on pages 49 to 86 form part of these financial statements. eEnergy Group plc Annual Report & Accounts 2024 49 Financial statements 1 General information eEnergy Group plc (‘the Company’) is a public limited company with its shares traded on the AIM market of the London Stock Exchange. eEnergy Group plc is a holding company of a group of companies (the ‘Group’). eEnergy (AIM: EAAS) is the UK’s leading digital energy services provider for B2B and public sector organisations reducing customers’ energy costs with LED lighting, solar PV and EV charging. Customers either purchase our energy-saving solutions outright (as capex) or we can provide a funded solution using third-party finance. Either way, customers generate immediate cash savings post the installation of an eEnergy project. Our primary services include: • Reduce: LED lighting and controls • Generate: Solar PV, ground mount, rooftop, and carport • Charge: EV charging and management software eEnergy has completed over 1,100 decarbonisation projects within the B2B and public sector. eEnergy is #1 in the education sector, having worked with over 840 schools, and installed over half a million LED lights, and improved the learning environment for over 443,000 students-enough to fill Wembley Stadium almost five times over. With circa 70% of UK schools yet to transition to LED lighting and over 90% yet to deploy solar, eEnergy estimates a significant addressable market to install rooftop solar, LED lighting, and EV charging infrastructure in UK schools. Our vision is clear: make Net Zero possible and profitable for every organisation. eEnergy is the market leader within the education sector and has been awarded the Green Economy Mark by London Stock Exchange. The Company is incorporated and domiciled in England and Wales with its registered office at 20 St Thomas Street, London, England, SE1 9RS. The Company’s registered number is 05357433. 2 Accounting policies IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity. 2.1 Basis of preparation The financial statements have been prepared in accordance with UK adopted international financial reporting standards (‘UK IFRS’) and with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by financial assets at fair value through profit or loss and other comprehensive income, and the recognition of net assets acquired under the reverse acquisition at fair value. The preparation of financial statements in conformity with UK IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements, are disclosed in note 2.24. The financial statements present the results for the Group and the Company for the 12-month period ended 31 December 2024. The comparative period is for the 18 months ended 31 December 2023, and those results have been restated as outlined further in note 3. As such the results are not directly comparable between the current 12 month period and prior period comparative. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently in the financial statements. The consolidated financial statements are prepared in Pounds Sterling, which is the Group and Company’s functional and presentation currency, and are presented to the nearest £’000. The Energy Management Division, in accordance with IFRS 5, is disclosed separately as a discontinued operation and classified as held for sale on the 31 December 2023 balance sheet. The Company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council. During the current period eEnergy Group PLC has adopted Financial Reporting Standard 101 Reduced Disclosure framework for the presentation of the single entity financial statements, having previously presented under IFRS. There has been no impact as a result in the adoption of this accounting framework to the single entity financial statements, other than the disclosure exemptions applied. The Company only financial statements have therefore been prepared in accordance with FRS 101 (Financial Reporting Standard 101) ‘Reduced Disclosure Framework’ as issued by the Financial Reporting Council. As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, financial instruments, capital management and presentation of comparative information in respect of certain assets, presentation of a cashflow statement, standards not yet effective and related party transactions, Where required, equivalent disclosures are given in the consolidated Group accounts. The Directors have taken advantage of the exemption available under section 408 of the Companies Act and not presented a profit and loss account for the Company alone. The Company had a loss for the year of £6,698,000 (2023: loss of £5,742,000) and the Company received no dividend income in the current or prior year. 2.2 Prior period adjustments In Q4 of FY24 a forensic review uncovered widespread significant accounting misstatements in each of the three accounting periods to 31 December 2024, all of which have been adjusted for. The errors were principally around the over-recognition of revenue, under-recognition of costs and errors in the project accounting. We also identified further accounting misstatements around the recognition of SPVs as principal as opposed to agent under IFRS 15, bad debt provisioning and the lack of a provision for loss making contracts. The results for the prior periods have been restated to correct the accounting misstatements. This has resulted in a £2.4 million increase in the Adjusted EBITDA loss for the year end 30 June 2022 and a £9.4 million increase in the Adjusted EBITDA loss for the 18 months ended 31 December 2023. The balance sheets for each period end have also been restated which has significantly reduced the Group’s net assets. At note 3, the restated Statement of Comprehensive Income and Statement of Financial Position have been reconciled to the reported results for the 18-month period to 31 December 2023 and the balance sheet as at that date. Notes to the financial statements For the period ended 31 December 2024 eEnergy Group plc Annual Report & Accounts 2024 50 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 2 Accounting policies continued 2.2 Prior period adjustments continued Since uncovering the accounting misstatements, we have overhauled the project accounting methodology and put in place new financial controls to ensure that the over-recognition of revenue and under-recognition of costs – which was the principal issue driving the understatement of the reported losses – cannot happen again. We have also corrected the accounting entries around the recognition of revenue in the SPVs and tidied up the closing balance sheet to remove balances that should have been written off in prior periods. Further commentary on the prior year adjustments is set out in the Chief Financial Officer’s Overview. 2.3 New standards, amendments and interpretations The Group has applied the following new standards and interpretations for the first time for the annual reporting period commencing 1 January 2024: • Amendments to IFRS 16: Lease Liability in a Sale and Leaseback; • Amendments to IAS 1: Classification of Liabilities as Current or Non-Current; • Amendments to IAS 1: Non-current Liabilities with Covenants; and • Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements. The adoption of the standards and interpretations listed above has not led to any changes to the Group’s accounting policies or had any other material impact on the financial position or performance of the Group. 2.4 New standards and interpretations not yet adopted New standards and interpretations that are in issue but not yet effective are listed below: • Amendments to IAS 21: Lack of Exchangeability; • Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments; • Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture; • IFRS 18: Presentation and Disclosure in Financial Statements; and • IFRS 19: Subsidiaries without Public Accountability: Disclosures With the exception of the adoption of IFRS 18, the adoption of the above standards and interpretations is not expected to lead to any changes to the Group’s accounting policies nor have any other material impact on the financial position or performance of the Group. IFRS 18 was issued in April 2024 and is effective for periods beginning on or after 1 January 2027. Early application is permitted and comparatives will require restatement. The standard will replace IAS 1 Presentation of Financial Statements and although it will not change how items are recognised and measured, the standard brings a focus on the Statement of comprehensive and reporting of financial performance. Specifically, it classifies income and expenses into three new defined categories – operating, investing and financing and two new subtotals operating profit and loss and profit or loss before financing and income tax, introduces disclosures of management defined performance measures (MPMs) and enhances general requirements on aggregation and disaggregation. The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 18 on these consolidated financial statements, however there is no impact on presentation for the Group in the current year given the effective date – this will be applicable for the Group’s 2027/28 Annual Report. 2.5 Going concern The financial information has been prepared on a going concern basis, which assumes that the Group and Company will continue in operational existence for the foreseeable future. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant information about the current and future position of the Group and Company, including the current level of resources and the trading outlook over the going concern period, being at least 12 months from the date of approval of the financial statements. The sale of the Energy Management Division in February 2024 facilitated the repayment of virtually all of the Group’s corporate debt facilities and substantially strengthened the balance sheet. Other than the COVID Bounce Back Loan of circa £30,000 and the NatWest Customer Funding Facility, there was no external debt in the business as at 31 December 2024. The Directors note that there is continued macroeconomic and geo-political uncertainty. eEnergy is a contracting business and carefully manages its sales pipeline to ensure new sales opportunities convert into revenue in sufficient quantities and at sufficient margins to allow the business to generate positive cash. The Directors believe the business is well placed to continue to deliver strong growth in revenue and cash flow. Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate. The financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis. 2.6 Basis of consolidation Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Specifically, the results of subsidiaries disposed of during the year are included in the Consolidated Statement of comprehensive income until the date when the Company ceases to control the Company, as presented within the share of results from discontinued operations prior to the sale of the Energy Management business. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. eEnergy Group plc Annual Report & Accounts 2024 51 Financial statements 2 Accounting policies continued 2.6 Basis of consolidation continued Potential contingent consideration to be paid by the Group is assessed and recognised at fair value at the acquisition date. Subsequent changes to the fair value of contingent consideration is recognised either in profit or loss or as a change to other comprehensive income. Acquisition-related costs are expensed as incurred. Intercompany transactions, intercompany balances and unrealised gains or losses on transactions between Group companies are eliminated. Unrealised losses are also eliminated. 2.7 Foreign currency translation (i) Functional and presentation currency Items included in the individual financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Pounds Sterling, which is the Company’s presentation and functional currency. The individual financial statements of each of the Company’s wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and liabilities be translated using the exchange rate at the period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). (ii) Transactions and balances Transactions denominated in a foreign currency are translated into the functional currency at the exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional currency at rates of exchange ruling at the balance sheet date. Gains or losses arising from settlement of transactions and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income for the period. (iii) Group companies The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet; • income and expenses for each Statement of comprehensive income are translated at approximately the average exchange rate during the period; and • all resulting exchange rate differences are recognised as a separate component of equity. On consolidation, exchange rate differences arising from the translation of the net investment in foreign operations are taken to shareholders’ equity. When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised in the Statement of comprehensive income as part of the gain or loss on sale. 2.8 Segmental reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision maker, who are responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. The Directors have identified three segments; Energy Services, Group and the Energy Management Division (which was disposed of on 9 February 2024). The identified segments have independent revenue streams, established senior managers and are consistent with how the Group consolidates and manages the business. The Directors also undertake analysis of the Group in order to identify plc related costs from Group operating costs, in order to separately present the specific costs to the Group as a result of being AIM listed. 2.9 Impairment of non-financial assets Non-financial assets and intangible assets not subject to amortisation and are tested annually for impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment review is based on discounted future cash flows at an assumed discount rate of 12%. If the expected discounted future cash flow from the use of the assets and their eventual disposal is less than the carrying amount of the assets, an impairment loss is recognised in profit or loss and not subsequently reversed. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash generating units or ‘CGUs’). 2.10 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions and bank overdrafts. 2.11 Financial instruments IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities. a) Classification The Group classifies its financial assets in the following measurement categories: • those to be measured at amortised cost; and • those to be measured through other comprehensive income. eEnergy Group plc Annual Report & Accounts 2024 52 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 2 Accounting policies continued 2.11 Financial instruments continued a) Classification continued The Group classifies financial assets as at amortised cost only if both of the following criteria are met: • the asset is held within a business model whose objective is to collect contractual cash flows; • the contractual terms give rise to cash flows that are solely payment of principal and interest; and • those to be measured subsequently at fair value through profit or loss. Financial instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (‘FVTOCI’): • The financial asset is held within a business model who’s objective is achieved both by collecting contractual cash flows and selling the financial assets; and • The contractual terms of the financial asset give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Cash payments to eEnergy from customer installations funded using third-party finance are recognised at amortised cost which is the net present value of those cash flows to eEnergy. The financial asset is unwound over time as the cash is received from the customer, the ‘unwind’ element is recognised as revenue through the Statement of comprehensive income. Amounts owed to funders reflect the capital obligation of the committed future cashflows. The financial liabilities are ‘unwound’ over time via interest expense recognised through the Statement of comprehensive income. Loans from funders accrue interest which is recorded as an interest expense. There are some timing differences between the recognition of interest as income and the recognition of the interest expense. b) Recognition Purchases and sales of financial assets are recognised on the date of the trade (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. c) Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. d) Debt instruments Debt instruments are recorded at amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. e) Impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Impairment losses are presented as a separate line item in the Statement of profit or loss. 2.12 Revenue recognition Under IFRS 15: Revenue from Contracts with Customers, five key points to recognise revenue have been assessed: Step 1: Identity the contract(s) with a customer; Step 2: Identity the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation. The Group recognises revenue when the amount of revenue can be reliably measured (i.e. there is a signed contact), it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the Group’s activities, as described below. Where estimates are made, these are based on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where the Group makes sales relating to a future financial period, these are deferred and recognised as ‘deferred income’ on the Statement of financial position, with associated costs recognised as contract assets / accrued costs based on the pro-rating for the stage of completion of an installation. Signed customer contracts reflect the value of revenue. eEnergy Group plc Annual Report & Accounts 2024 53 Financial statements 2 Accounting policies continued 2.12 Revenue recognition continued Energy Services Division (continuing operations) Typically, on signing a contract, the Group recognises 30% of the contract net revenue, together with 30% of the expected project costs associated with delivering the contract. Revenue of 30% is recognised as the Group will have already incurred substantial costs to be in position to provide an investment grade fully costed, fully funded, fully planned installation with the key details set out in the customer contract which is a fixed price contract (save for any agreed variation orders). Once the project is underway, further revenue and project costs are recognised each month by pro-rating revenue between the start on site (‘SOS’) and expected finish on site (‘FOS’) dates. This substantially reduces the potential for management override of controls as the revenue to be recognised is based on the SOS and FOS dates agreed with the client. Given the number of parties involved, the SOS and expected FOS dates are important milestones on the project. Completion of the project is evidenced by a signed customer ‘certificate of acceptance’ (‘COA’) at the end of the project. The COA is shared with the third-party funder as evidence that the project has been accepted by the client and the funder then advances any remaining funding to eEnergy. Where estimates on variation revenue (and variation project costs) are made, these are based on analysis of the additional work being requested which are agreed with the client and with any third-party contractors in advance in writing. All contractors require a purchase order (‘PO’) from eEnergy before they are permitted to commence work including any work on variation orders. eEnergy’s tight control of POs ensures that the contractors work to a simple message of ‘no PO no go’ which prevents unauthorised third-party project costs being incurred on projects. There is typically a relatively small service and maintenance undertaking included within the customer agreement and this may require the repair or replacement of faulty products during the term of the agreement, typically 7-10 years. This performance obligation is not a material element of the client agreement so the revenue is not separately recognised. An accrual for potential future warranty costs is typically recognised as part of the cost of sale. Customers either contract to make payments to the Group as capex payments, or to pay over the term of the contract (typically 7-10 years) to match their usage of the technology. In the latter case, the Group may assign the majority or all of its rights and obligations under a client agreement to a finance partner. Neither that assignment, nor the timing of the customer payments, changes the recognition of revenue under the contract. The installation revenue will have been recognised in full by completion. If the contract with the customer has a funded solution, the Group recognises the interest income (and interest expense) over the life of the contract. Further details are set out below. 2.13 Special Purpose Vehicle (‘SPV’) accounting and restatements Introduction Prior to the restatement in these accounts, eEnergy’s Special Purpose Vehicle accounting has not correctly differentiated between the different services being provided by each Buildco (the Irish or UK company that installs the projects) and the SPVs. SPVs contract directly with third-party customers for Lighting- and Solar-as-a-Service contracts (‘LaaS / SaaS’), while also contracting directly with funders in order to finance these cashflows. Installations are subcontracted internally to a Buildco within the eEnergy Group. Upon review, management has identified that the SPVs operate as principal under the LaaS and SaaS contracts and as such revenue is presented gross, as are balances due from customers and due to funding providers. Prior to the restatement in these accounts the Group incorrectly recognised the SPVs as acting as agent on behalf of the Buildco, therefore netting revenue and balances due from customers and due to funders. Restatements have therefore been required to correctly recognise the associated build and installation costs for each project in Buildco (not in the SPV) and to recognise the finance income revenue in the SPV (not in Buildco). Previously, certain installation costs were included within the SPVs but should have been included within the Buildco. We have restated the statutory results of each entity to reflect the contractual position of the contracts for each of Buildco and the SPVs. Buildco revenue no longer takes into account the financing component which is now solely recognised in the SPVs over the life of the contract. The financing component is recognised over time as the interest revenue unwinds via the principal of amortised cost into the Statement of comprehensive income as ‘financing revenue’. Previous accounting treatment did not differentiate between the two separate performance obligations for the net revenue (installation obligation) and the provision of credit which is the financing revenue which is in the SPV. Prior to the restatement in these accounts, the full balance to be invoiced under a funded contract was recognised as a trade receivable. This has been restated in the prior year with a reclassification from trade receivables to financial assets, to recognise the long term contractual cashflow due from the customer, with the balance analysed between less than one year and greater than one year. We have also correctly restated the liabilities to funders to reflect the financial liability owed to those third parties, which had previously been netted against contractual cash inflows. The SPV contracts with third-party funders who advance funds to that SPV which enables the SPV to pay the cost of the installation to one of the Group’s two Buildco businesses. The SPV remains responsible for the repayment of the advance from the funder. If there is a shortfall in customer repayments, the SPV must make up that difference to the funder. Essentially, the SPV typically just makes a relatively small margin on the interest finance charged by the funder. For Buildco, the funded project revenue approach follows the same accounting treatment for customer-funded CAPEX installation revenue. The project accounting in Buildco is now treated consistently across both types of contracted revenue (CAPEX and funded). Funding liabilities In summary, there are three categories of funding which we recognise as being distinct from each other. These are as follows: Where the SPV sells the customer receivable to the funder but retains the financial obligations to the funders with recourse. This scenario covers the SOLAS, SUSI and Aquilla SPV arrangements. Funders make an upfront payment to the SPV upon the completion of the installation and are subsequently repaid by the SPV on an agreed monthly/quarterly basis over the term of the contract as the SPV receives cash from the customer. The SPV has an obligation to make repayments in line with the funders’ payment schedules and as such, the SPV recognises a financial liability at the amortised cost of the future payments to the funder. Should a customer not pay the SPV, the SPV would need to keep the funder ‘whole’ for the cost of the finance. eEnergy Group plc Annual Report & Accounts 2024 54 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 2 Accounting policies continued 2.13 Special Purpose Vehicle (‘SPV’) accounting and restatements continued Funding liabilities continued Prior to the restatement in these accounts these balances were either in-complete, or were netted against the future cashflows due from customers. This treatment was incorrect. The income stream from the customer is presented separately on the balance sheet at amortised cost as a financial asset and the interest revenue is recognised in the SPV over time with an interest expense below EBITDA reflecting the interest charge on the third-party funding. Where funders (e.g. Siemens) advance funds to a Buildco but without recourse to eEnergy re non-payment by customers. In this scenario, Buildco contracts with each third-party funder and each customer directly. This is because once the project is complete, eEnergy passes the customer details onto the third-party funder and the customer pays the third-party funder directly until the end of the contract. There is no recourse for non-payment by the customer back to eEnergy. With the NatWest facility, the structure of the funding arrangement is that NatWest provides a loan/debt facility directly to eEnergy secured against customer receivables. This loan requires eEnergy to service the facility itself directly with NatWest. There is no sale of customer receivables to NatWest as there is in the first category above. Effectively the NatWest customer contracts are collatorised as security and if eEnergy defaults on the loan, NatWest may seize and sell the assets to offset its loss. Warranty obligations Product vendors to the Group provide a wide-ranging warranty over products over the duration of the project life. The cost of any replacement materials and their installation costs in the first few years of the contract are typically covered by vendors and subsequent to that, the materials are still typically covered by the vendor. The risk and reward for warranty work is not held by the SPV but is held by Buildco. As essentially most of the risk for warranty costs is contracted back-to-back with the vendors, the element of the revenue for warranty is considered immaterial and as such, no separate performance obligation is recognised for provision of O&M and warranty services. 2.14 Share-based payments The cost of equity-settled transactions with employees and Directors is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of a Group company (market conditions) and non-vesting conditions. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other vesting conditions are satisfied. At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest or in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognised in the Statement of comprehensive income, with a corresponding entry in equity. Where the terms of an equity-settled award are modified, or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the profit and loss account for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value expensed in the profit and loss account. 2.15 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. When the Group acquires any plant and equipment it is stated in the financial statements at its cost of acquisition. Depreciation is charged to write off the cost less estimated residual value of property, plant and equipment on a straight-line basis over their estimated useful lives which are: • Plant and equipment 4 years • Computer equipment 4 years Estimated useful lives and residual values are reviewed each year and amended as required. 2.16 Intangible assets Intangible assets acquired as part of a business combination or asset acquisition, other than goodwill, are initially measured at their fair value at the date of acquisition. Intangible assets acquired separately are initially recognised at cost. Amortisation is charged to write off the cost less estimated residual value of intangible assets on a straight line basis over their estimated useful lives which are: • Brand and trade names 10 years • Customer relationships 11 years • Software (including in-house developed software) 3-10 years Estimated useful lives and residual values are reviewed each year and amended as required. eEnergy Group plc Annual Report & Accounts 2024 55 Financial statements 2 Accounting policies continued 2.16 Intangible assets continued Indefinite life intangible assets comprise goodwill which is not amortised and are subsequently measured at cost less any impairment. The gains and losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. Other intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash generating units) which is essentially the results of the Group. Goodwill impairment reviews are undertaken at the half year and for the annual results, or more frequently if events or changes in circumstances indicate a potential impairment. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. 2.17 Inventories Inventory is effectively included as part of deferred project costs which are captured and recognised on the balance sheet and expensed to the Statement of comprehensive income each month as part of the routine project accounting adjustments. The Group does not maintain an inventory warehouse products generally shipped directly to the client site (hence the importance of the SOS date) and with any surplus stock typically returned to vendors post project completion. Inventories were stated at the lower of cost and net realisable value. Cost was determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour and other direct costs. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. 2.18 Leases The Group leases two properties in Ireland, it head office in London and motor vehicles. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • Fixed payments (including in-substance fixed payments), less any lease incentives receivable; • Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date; • Amounts expected to be payable by the Group under residual value guarantees; • The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and • Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period. Right-of-use assets are measured at cost which comprises the following: • The amount of the initial measurement of the lease liability; • Any lease payments made at or before the commencement date less any lease incentives received; • Any initial direct costs; and • Restoration costs. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less than £5k) are recognised on a straight-line basis as an expense in profit or loss. Under the terms of the contracted leases, no break clauses exist. On moth-balling its Irish operations in late 2024, the Group planned to exit the two leases in Ireland for its small warehouse and small office. Provision for the costs of breaking those leases has been made in the FY2024 financial statements. 2.19 Equity Share capital is determined using the nominal value of shares that have been issued. The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits. The reverse acquisition reserve includes the accumulated losses incurred prior to the reverse acquisition, the share capital of eLight Group Holdings Limited at acquisition, the reverse acquisition share-based payment expense as well as the costs incurred in completing the reverse acquisition. Put options in relation to acquisitions where it is determined that the non-controlling interest has present access to the returns associated with the underlying ownership interest the Group has elected to use the present-access method. This results in the fair value of the option being recognised as a liability, with a corresponding entry in other equity reserves. Accumulated losses includes all current and prior period results as disclosed in the Statement of comprehensive income other than those transferred to the reverse acquisition reserve. eEnergy Group plc Annual Report & Accounts 2024 56 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 2 Accounting policies continued 2.20 Taxation Taxation comprises current and deferred tax. Current tax is based on taxable profit or loss for the period. Taxable profit or loss differs from profit or loss as reported in the Statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and where it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The Organisation for Economic Co-operation and Development (‘OECD’) G20 Inclusive Framework on Base Erosion and Profit Sharing published the Pillar Two model rules designed to address the tax challenges arising from the digitalisation of the global economy. In response to this complex new tax legislation and to allow stakeholders time to assess its implications, on 23 May 2023, the IASB issued amendments to IAS 12 Income taxes introducing a mandatory temporary exemption to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and liabilities related to the proposed OECD/G20 BEPS Pillar Two model rules. The Group has applied the temporary exemption at 31 December 2024. 2.21 Borrowings and borrowing costs Borrowings are recognised initially at fair value, net of transaction costs. Borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are capitalised as a prepayment for liquidity services and amortised over the period of the loan to which it relates. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. 2.22 Adjusting items and non-Generally Accepted Accounting Principles (‘GAAP’) performance measures Adjusting items are those items which, in the opinion of the Directors, should be excluded in order to provide a consistent and comparable view of the underlying performance of the Group’s ongoing business. Generally, Adjusting items include those items that do not occur often and are material. Adjusting items include i) the costs incurred in delivering the ‘Buy & Build’ strategy associated with acquisitions and strategic investments; (ii) incremental costs of restructuring and transforming the Group to integrate acquired businesses (iii) costs incurred with regards the disposal of the Energy Management Division during the period and (iv) share-based payments. We believe the non-GAAP performance measures presented, along with comparable GAAP measurements, are useful to provide information to shareholders with which to measure the Group’s performance, and its ability to invest in new opportunities. Management uses these measures with the most directly comparable GAAP financial measures in evaluating operating performance and value creation. The primary measure is Earnings before Interest, Tax, Depreciation and Amortisation (‘EBITDA’) and Adjusted EBITDA, which is the primary measure adopted by the Board to assess the profitability of the Group before Adjusting items. These measures are also consistent with how the underlying business performance is measured internally. The Group also reports profit or loss before Adjusting items which is net income, before tax and before Adjusting items as a secondary measure of the underlying financial performance of the Group. The Group separately reports Adjusting items within their relevant Statement of comprehensive income line as it believes this helps provide a better indication of the underlying performance of the Group. Judgement is required in determining whether an item should be classified as an Adjusting item or included within underlying results. Reversals of previous Adjusting items are assessed based on the same criteria. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. 2.23 Assets and liabilities classified as held for sale and discontinued operations Assets and liabilities are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use and a sale is considered highly probable. Assets are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognised for any subsequent write-down of the asset to fair value less costs to sell. A discontinued operation is a component of the Group that has disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the Statement of comprehensive income, including comparatives. eEnergy Group plc Annual Report & Accounts 2024 57 Financial statements 2 Accounting policies continued 2.24 Critical accounting judgements and key sources of estimation uncertainty In the process of applying the entity’s accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial statements. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. The following are the critical judgements the Directors have made in the process of applying the Group’s accounting policies: Impairment assessment In accordance with its accounting policies, each CGU is evaluated annually to determine whether there are any indications of impairment and a formal estimate of the recoverable amount is performed. The recoverable amount is based on value in use which require the Group to make estimates regarding key assumptions regarding forecast revenues, costs and post-tax discount rate. Further details are disclosed within note 14. Uncertainty about these assumptions could result in outcomes that require a material adjustment to the carrying amount of goodwill in future periods. Intangible assets On acquisition, specific intangible assets are identified and recognised separately from goodwill and then amortised over their estimated useful lives. An external expert was engaged to assist with the identification of material intangible assets and their estimated useful lives. These include items such as brand names and customer lists, to which value is first attributed at the time of acquisition. The capitalisation of these assets and the related amortisation charges are based on judgements about the value and economic life of such items. The economic lives for customer relationships, trade names and computer software are estimated at between five and eleven years. During the prior financial period all Brand and Customer Relationship Intangibles were transferred to discontinued operations as part of the sale of the Energy Management business which completed on 9 February 2024. The value of intangible assets, excluding goodwill, at 31 December 2024 is £433k (2023: £455k), which relates to computer software. Contingent consideration No deferred consideration has been recognised in the balance sheet as at 31 December 2024 in respect of the sale of the Energy Management Division on the basis that the probability of any deferred consideration arising in the measurement period that ends on 30 September 2025 is considered highly remote. 3 Restatement of prior periods The presentation of the Consolidated statement of comprehensive income has also been updated from the prior period. Prior period operating expenses of £13,064,000 have been split between administrative expenses (£12,069,000) and distribution costs (£995,000). £11,585,000 previously included in operating expenses in addition to depreciation, amortisation and impairment of £683,000 are presented within administrative expenses of £12,752,000.Interest income (£nil) and interest expense (£1,947,000) are now presented separately having previously been presented net. Subsequently these balances have been restated as detailed below. Following review of the financial statements, the Directors have decided to restate the prior period comparatives in order to appropriately reflect the nature of business including project accounting, special purpose vehicle (‘SPV’) accounting and correct for a series of other historic errors identified on review. The change in presentation and results gives financial statements that provide more reliable and relevant information about the effects of transactions and the operations of the eEnergy Group. Therefore the prior year financial statements have been restated in relation to three groups of adjustments, as detailed below: • Contract Accounting. Net impact to the continuing operations is a reduction to revenue of £4,079,000, increase in cost of sales of £2,146,000 and increase in loss before tax of £6,225,000 in the prior period comparative and a further £2,000,000 of brought forward accumulated losses as at 1 July 2022. Total reduction to net assets as at 31 December 2023 was £8,225,000. • SPV accounting. Net impact to continuing operations is a reduction in revenue of £205,000, increase in administrative expenses of £690,000 and increase in finance costs of £403,000, increasing loss before tax by £1,298,000 in the prior period comparative, in addition to a further £404,000 of brought forward accumulated losses as at 1 July 2022. Total reduction to net assets as at 31 December 2023 was £1,702,000. • Other adjustments. Net impact to continuing operations increasing cost of sales by £200,000 and administrative expenses by £2,350,000 (of which £250,000 are classified as Adjusting items), increasing loss before tax by £2,550,000 for the prior period comparative. Total reduction to net assets as at 31 December 2023 was £2,550,000. During the current year the cumulative impact of restatements to the prior period comparatives are as follows: Consolidated statement of comprehensive Income Previously reported Restatements After restatement 18 months to 31 December 2023 £’000 Contract Accounting £’000 SPV Accounting £’000 Other £’000 18 months to 31 December 2023 £’000 Continuing operations Revenue from contracts with customers 26,316 (4,079) (205) — 22,032 Cost of sales (16,892) (2,146) — (200) (19,238) Administrative expenses (12,752) — (690) (2,350) (15,792) Operating profit (4,323) (6,225) (895) (2,550) 13,993 Interest expense (1,947) — (403) — (2,350) Loss for the year from continuing and discontinued operations (2,521) (6,225) (1,298) (2,550) (12,594) The table above only presents the financial statement line items impacted by the restatement. eEnergy Group plc Annual Report & Accounts 2024 58 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 3 Restatement of prior periods continued During the current year the cumulative impact of restatements to the prior period comparatives are as follows: Consolidated statement of financial position Previously reported Restatements After restatement 18 months to 31 December 2023 £’000 Contract Accounting £’000 SPV Accounting £’000 Other £’000 18 months to 31 December 2023 £’000 NON-CURRENT ASSETS Financial assets — — 8,286 — 8,286 Deferred tax asset 1,138 — — — 1,138 CURRENT ASSETS Trade and other receivables 14,418 (6,475) (3,596) (1,925) 2,422 Financial assets — — 1,621 — 1,621 NON-CURRENT LIABILITIES Financial liability — — (10,405) — (10,405) CURRENT LIABILITIES Trade and other payables (15,203) (1,119) 2,407 (625) (14,540) Provisions — (631) (15) — (646) NET ASSETS 23,802 (8,225) (1,702) (2,550) 11,325 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Accumulated losses (8,583) (8,225) (1,702) (2,550) (21,060) TOTAL EQUITY 23,802 (8,225) (1,702) (2,550) 11,325 The table above only presents the financial statement line items impacted by the restatement. Consolidated statement of financial position Previously reported Restatements After restatement 12 months to 30 June 2022 £’000 Contract Accounting £’000 SPV Accounting £’000 Other £’000 12 months to 30 June 2022 £’000 NON-CURRENT ASSETS Financial assets — — 6,163 — 6,163 CURRENT ASSETS Trade and other receivables 16,022 (2,000) (116) — 13,906 Financial assets 21 — 1,069 — 1,090 Cash and cash equivalents 1,802 — 740 — 2,542 NON-CURRENT LIABILITIES Financial liability — — (8,210) — (8,210) CURRENT LIABILITIES Trade and other payables (16,802) — (50) — (16,852) NET ASSETS 22,548 (2,000) (404) — 20,144 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Accumulated losses (5,985) (2,000) (404) — (8,389) TOTAL EQUITY 22,548 (2,000) (404) — 20,144 The table above only presents the financial statement line items impacted by the restatement. eEnergy Group plc Annual Report & Accounts 2024 59 Financial statements 3 Restatement of prior periods continued The individual restatements are detailed as follows: Contract accounting Following a review of the contract accounting for the construction and installation of projects within the Energy Services Division, management reassessed their view as to how revenue should be recognised and the correct recognition for accrued and deferred income based on the percentage completion of project performance obligations and associated billing schedules. Contract accounting has been restated to reflect the correct delivery of performance obligations as they are satisfied through the completion of each project installation, in addition to correct gross profit margins by project and recognition of onerous contract provisions. Across the portfolio of Energy Services contracts management restated revenue by £4,079,000 in order to reflect the satisfaction of performance obligations over the delivery of each project installation. Furthermore, in order to correctly match cost of sales against the unwind of performance obligations and additional £2,146,000 of cost of sales in order to recognise correct gross profit margins by project, which also included an onerous contract expense of £631,000. In order to correctly recognise the satisfaction of performance obligations in the correct period, the opening accumulated losses as at 1 January 2023 were reduced by a further £2,000,000. As part of the correction of the closing balance sheet position as at 31 December 2023 to align contract accounting with the correct recognition of the satisfaction of performance obligations, accrued income was reduced by £4,883,000, Alongside the decrease in revenue the Group recognised an increase in accrued expenses by £1,515,000, increase in deferred income by £3,406,000 and a decrease in other creditors by £2,200,000. As part of the recognition of onerous contract provisions, an increase in the onerous contract provision of £631,000 was recognised in the prior period giving a closing balance of £631,000. The Statement of financial position for the year ended 30 June 2022 was restated such that accrued income was reduced by £2,000,000. The net impact of these adjustments reduced the opening net assets as at 1 July 2022 by £2,000,000, and the closing net assets by £8,235,000. SPV accounting Following a review by management of the Lighting-as-a-Service (LaaS) and Solar-as-a-Service (SaaS) contracts provided by the Group’s Special Purpose Vehicles (SPVs), management reassessed their view on the recognition of these entities as principal under IFRS 15, with the installation works recognised as a subcontracted service to Buildco’s within the Group. As a result, historic financing revenue and interest expense on financial liabilities are restated so as not to be netted within the Statement of comprehensive income, while the financial assets for contracted future cashflows from customers and financial liabilities for the repayment of balances to SPV funding partners are also restated to be presented separately on the Statement of financial position. Costs are also reclassified so that they are correctly allocated to Buildco’s within the Group structure, while the satisfaction of performance obligations for the unwind of financing revenue was also corrected. Revenue from contracts with customers was reduced in the prior period by £205,000 in order to correctly recognise the unwind of financing revenue for the SPVs, while administrative expenses were also increased by £690,000. Finance costs of £403,000 were recognised for the unwind of financial liabilities due to third-party funders. The opening accumulated losses were also restated by £404,000 in order to correctly recognise the fulfilment of performance obligations under the provision of LaaS and SaaS contracts by the SPVs. Balances on the Statement of financial position that were previously netted are now restated to be presented gross as the correct presentation. This included the financial assets in relation to contracted future cashflows from LaaS and SaaS customers which were offset against the financial liabilities due to funding counterparties including SUSI, SOLAS and Attika. As such, non-current financial assets of £8,286,000 and current financial assets of £1,621,000 are recognised for the contracted future cashflows from LaaS and SaaS contracts. Non-current financial liabilities of £10,405,000 are recognised in relation to the outstanding liabilities due to the SPV funding partners. Following the recognition of financial assets, trade receivables were reduced by £3,143,000 and accrued revenue was reduced by £453,000. Trade payables were reduced by £82,000 and deferred income was reduced by £2,526,000, which was offset by an increase in accrued expenses by £201,000. Provisions were increased by £15,000 in relation to O&M provisions not previously recognised. The 30 June 2022 comparative Statement of financial position was restated in order to recognise the inclusion of eEnergy EAAS Projects Limited which previously was not included as part of the consolidated results for the Group. This led to the recognition of an additional £740,000 of cash not previously recognised, £6,163,000 of non-current financial assets, £1,069,000 of current financial assets, £8,210,000 of financial liabilities £50,000 of trade and other payables and a reduction of £116,000 to trade and other receivables. The net impact of these adjustments reduced opening net assets as at 1 July 202 by £404,000 and the closing net assets were reduced by £1,702,000. Other adjustments Following the disposal of the Energy Management Division, management has undertaken a review of the controls and reporting environment for the continuing operations. As part of the review a number of material historic errors were recognised, which required restatement in the prior period comparatives. Following improvements to the transactional processing environment, management identified £2,100,000 of receivables that are not considered recoverable. As such a bad debt expense of £2,100,000 was recognised, decreasing trade receivables by £1,925,000 and increasing deferred income by £175,000. Following improvements to the Group’s control environment, a number of additional liabilities were identified. This includes £200,000 cost of sales in relation to the restructuring of funding frameworks, and a further balance of £250,000 of other adjusting items within administrative expenses, leading to an increase in accrued expenses of £450,000. The net impact of these adjustments decreases net assets as at 31 December 2023 by £2,550,000. eEnergy Group plc Annual Report & Accounts 2024 60 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 4 Segmental reporting The following information is given about the Group’s reportable segments: The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group’s internal reporting in order to assess performance of the Group and has determined that in the period ended 31 December 2024 the Group had three operating segments, being Energy Management, Energy Services and Group’s Central costs. On 9 February 2024, the Group sold its Energy Management business segment, hence the results and net asset position for Energy Management being reported as a discontinued operation, as presented in note 5. Energy Services and Group Central in aggregate, form the continuing operations of the Group. 2024 Energy Services £’000 Group Central £’000 Energy Management i £’000 2024 £’000 Revenue – UK 24,310 — 1,239 25,549 Revenue – Ireland 747 — — 747 Revenue – Total 25,057 — 1,239 26,296 Cost of sales (16,374) — (280) (16,654) Gross profit 8,683 — 959 9,642 Adjusted administrative expenses and distribution costs (5,551) (2,571) (951) (9,073) Adjusted EBITDA 3,132 (2,571) 8 569 Depreciation and amortisation (112) (300) (40) (452) Finance and similar charges (1,417) (542) — (2,060) Profit/(loss) before adjusting items and tax 1,603 (3,514) (32) (1,943) Adjusting itemsii 5,339 (12,930) — (7,591) Profit/(loss) before tax 6,942 (16,444) (32) (9,534) Income tax 1,644 — (293) 1,351 Profit/(loss) after adjusting items and tax 8,586 (16,444) (325) (8,183) Net assets Assets 22,286 7,252 — 29,538 Liabilities (23,094) (1,137) — (24,231) Net assets (liabilities) (808) 6,115 — 5,307 i. Discontinued operations – refer note 5. ii. Adjusted administrative expenses and distribution costs are stated before depreciation and amortisation and adjusting items. eEnergy Group plc Annual Report & Accounts 2024 61 Financial statements 4 Segmental reporting continued 2023 Energy Services (Restated) £’000 Group Central (Restated) £’000 Energy Management i £’000 2023 (Restated) £’000 Revenue – UK 20,060 — 19,318 39,378 Revenue – Ireland 1,972 — 1,972 Revenue – Total 22,032 — 19,318 41,350 Cost of sales (19,238) — (4,324) (23,562) Gross profit 2,794 — 14,994 17,788 Adjusted administrative expenses and distribution costsii (9,403) (3,044) (9,684) (22,131) Adjusted EBITDA (6,609) (3,044) 5,310 (4,343) Depreciation and amortisation (196) (487) (1,315) (1,998) Finance and similar charges (522) (1,828) (44) (2,394) Profit/(loss) before adjusting items and tax (7,327) (5,359) 3,951 (8,735) Adjusting items (692) (2,965) (466) (4,123) Loss before tax (8,019) (8,324) 3,485 (12,858) Income tax 333 — (69) 264 Profit/(loss) after adjusting items and tax (7,686) (8,324) 3,416 (12,594) Net assets Assets 15,378 3,940 34,997 54,315 Liabilities (23,199) (11,939) (7,852) (42,990) Net assets (liabilities) (7,821) (7,999) 27,145 11,325 i. Discontinued operations – refer note 5. ii. Adjusted administrative expenses and distribution costs are stated before depreciation and amortisation and adjusting items. 2024 2024 £’000 2023 (Restated) £’000 Revenue – UK 25,549 39,378 Revenue – Ireland 747 1,972 Revenue – Total 26,296 41,350 Cost of sales (16,654) (23,562) Gross profit 9,642 17,788 Adjusted administrative expenses and distribution costs before plc costsi (6,502) (19,087) Adjusted EBITDA (excluding plc costs) 3,140 (1,299) Plc costs (2,571) (3,044) Adjusted EBITDA 569 (4,343) Depreciation and amortisation (452) (1,998) Finance and similar charges (2,060) (2,394) Loss before adjusting items and tax (1,943) (8,735) Adjusting items (7,591) (4,123) Loss before tax (9,534) (12,858) Income tax 1,351 264 Profit (loss) after adjusting items and tax (8,183) (12,594) i. Adjusted administrative expenses and distribution costs are stated before depreciation and amortisation and adjusting items. Plc costs are also excluded. Above presentation includes discontinued and continuing operations. eEnergy Group plc Annual Report & Accounts 2024 62 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 5 Discontinued operations During the year, the Group disposed of its wholly owned Energy Management Division to Flogas Britain Limited. The Energy Management Division within the Group comprise the following subsidiaries: • eEnergy Consultancy Limited; • eEnergy Insights Limited; and • Energy Management Limited. In accordance with IFRS 5, the Energy Management Division has been classified as a disposal group held for sale and as a discontinued operation, with results below: Statement of financial performance: 2024 £’000 2023 £’000 Sales revenue 1,239 19,318 Cost of sales (280) (4,324) Gross profit 959 14,994 Adjusted administrative expenses and distribution costsi (951) (10,150) Adjusting items – added back — 466 Adjusted earnings before interest, taxation, depreciation and amortisation — 5,310 Earnings before interest, taxation, depreciation and amortisation 8 4,844 Depreciation, amortisation and impairment (40) (1,315) Interest expense — (44) (Loss)/profit before tax (32) 3,485 Tax (293) (69) (Loss)/profit after tax (325) 3,416 i Adjusted administrative expenses and distribution costs are stated before depreciation and amortisation and adjusting items. Statement of cash flows: 2024 £’000 2023 £’000 Adjusted earnings before interest, taxation, depreciation and amortisation 8 5,310 Adjusting Items — (466) Earnings before interest, taxation, depreciation and amortisation 8 4,844 Movements in working capital 283 (3,768) Net cash flows from operating activities 291 1,076 Net cash flows from investing activities — (1,397) Net cash flows from financing activities — (149) Net decrease in Cash & Cash Equivalents 291 (470) Cash & Cash Equivalents at the start of the period 35 505 Cash & Cash Equivalents at the end of the period 326 35 eEnergy Group plc Annual Report & Accounts 2024 63 Financial statements 5 Discontinued operations continued Assets and liabilities of the Energy Management Division classified as held for sale: As at 9 February 2024 £’000 As at 31 December 2023 £’000 Non-current assets classified as held for sale Property, plant and equipment 146 170 Intangible assets 25,048 25,064 Right-of-use assets 68 37 Deferred tax asset/(liability) (449) (194) 24,813 25,077 Current assets classified as held for sale Inventories 224 239 Trade and other receivables 9,903 9,603 Other current assets 44 44 Cash and cash equivalents 326 34 10,497 9,920 TOTAL ASSETS 35,310 34,997 Current liabilities classified as held for sale Trade and other payables 8,111 7,809 Lease liability 75 41 Borrowings 2 2 8,188 7,852 TOTAL LIABILITIES 8,188 7,852 NET ASSETS OF THE DISPOSAL GROUP 27,122 27,145 eEnergy Group plc Annual Report & Accounts 2024 64 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 5 Discontinued operations continued Gain/(loss) on disposal of the Energy Management Division 2024 £’000 Consideration received and to be received 25,000 Net assets disposed of as at date of sale (27,122) Disposal costs (1,800) Loss on disposal (3,922) Consideration consists of: Cash 25,000 Deferred considerationi — Total consideration 25,000 i Initial deferred consideration of £5.5 million was recognised based on future performance of the Energy Management business, but as at 31 December 2024 management have made the judgement that the performance conditions will not be achieved and hence the balance has been set to £nil. Net cashflow arising on disposal 2024 £’000 Consideration received 25,000 Cash and cash equivalents disposed of (326) Cash outflows for disposal transaction fees and bonuses (1,800) Net cashflow arising on disposal 22,874 Disposal costs included: 2024 £’000 Third-party advisor fees (764) Bonuses (1,036) Net cashflow arising on disposal (1,800) 6 Revenue from contracts with customers 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Sales revenue 25,057 22,053 Energy credits — (21) 25,057 22,032 In the current year there were no customers (2023: nil) accounting for greater than 10% of the Group’s revenue totalling £25,057,000 (2023 restated: £22,032,000). Included within the current year revenue recognised is a balance of £1,689,000 which had been recognised as deferred income at the close of the prior period (2023: £2,809,000). 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Point in time – installation at customer premises 25,057 22,032 25,057 22,032 eEnergy Group plc Annual Report & Accounts 2024 65 Financial statements 7 Administration expenses The breakdown of administrative expenses by nature is as follows: 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Wages and salaries 4,997 7,248 Rent, utilities and office costs 68 75 Professional fees 915 713 Adjusting items – refer below 7,591 3,657 Bad debt write-off — 2,100 Amortisation and Depreciation 412 683 Other expenditure 872 1,316 14,855 15,792 Wages and salaries does not include staff commissions costs, which are separately included as part of the cost of sales. Adjusting Items – Non-GAAP Measure The business is managed and measured on a day-to-day basis using underlying results (Adjusted EBITDA), a non-GAAP measure. This is an important metric utilised within the business to monitor performance and guide strategic business decisions. The metric captures the Group’s view of underlying trading performance after excluding non-recurring items and initial investment/set-up costs related to establishing the Group’s warehousing and logistics facilities. Further details of the categories considered as adjusting items are detailed in the table below. Management applies judgement in determining which items should be excluded from Adjusted EBITDA. The considerations factored into this judgement include, but are not limited to: • nature of the item; • significance of the item on the financial results; and • management’s expectation on the recurring or non-recurring nature of the item. These are items which are material in nature and include, but are not limited to, changes in the initial recognition of contingent consideration, integration and restructuring costs, acquisition and disposal related costs, loss on disposal of the Energy Management Division and share-based payment expense. Note 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Changes to the initial recognition of contingent consideration — (448) Integration & restructuring costs 2,049 824 Acquisition & disposal related costs — 2,521 Loss on disposal of Energy Management Division 5 3,922 — Share-based payment expense 30 1,620 760 7,591 3,657 8 Auditor’s remuneration 12 months to 31 December 2024 £’000 18 months to 31 December 2023 £’000 Fees payable to the Company’s auditor for the audit of Parent Company and consolidated financial statements 120 100 Over runs from prior period 45 — 165 100 eEnergy Group plc Annual Report & Accounts 2024 66 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 9 Staff costs and Directors’ remuneration Directors’ remuneration for the Group and the Company is set out in the report of the Remuneration Committee on page 37. The aggregate staff costs for the year were as follows: Group Company 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 12 months to 31 December 2024 £’000 18 months to 31 December 2023 £’000 Wages and salaries 4,869 7,138 1,174 2,867 Social security costs 524 890 128 251 Pension costs 98 49 16 27 Share-based payment expense 1,620 760 1,620 760 7,111 8,837 2,938 3,905 On average, excluding Non-Executive Directors, the Group and Company employed 25 technical staff members (2023: 20) 13 sales staff members (2023: 34) and 35 administration and management staff members (2023: 68). Please see Directors’ report, for disclosure of highest paid Director and emolument breakdown. Headcount figures include staff within the Energy Management business reported as part of the discontinued operation, who left the Group following the completion of the sale transaction on 9 February 2024. The Group also wound down its Irish operations which further contributed to the year-on-year reduction in headcount. The prior period Group comparatives were restated to include commissions costs of £829k within Wages and Salaries which are analysed as part of cost of sales. 10 Finance income and expenses 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Interest expense – borrowings 482 1,007 Unwind of financial liabilities 631 578 Finance charge on leased assets 94 114 Loss/(gain) on foreign exchange 803 (91) Warrants issued 228 136 Other finance costs 79 606 2,317 2,350 Interest income (257) — Finance costs – net 2,060 2,350 eEnergy Group plc Annual Report & Accounts 2024 67 Financial statements 11 Taxation 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 Continuing The charge/(credit) for period is made up as follows: Current tax charge/(credit) Adjustments in respect of prior years (18) — Group relief adjustment in respect of prior years 219 — Deferred tax credit (note 22) Origination and reversal of temporary differences 1,443 79 Deferred tax adjustment in respect of prior year — 254 Total tax credit for the year 1,644 333 Reconciliation of effective tax rate Loss before income tax (9,502) (16,343) Income tax applying the UK corporation tax rate of 25% (2023: 22%) 2,376 3,594 Effect of tax rate in foreign jurisdiction (217) (88) Non–deductible expenses (1,095) (647) Impact of tax rate change — — Movement in unrecognised deferred tax asset 550 (2,163) Group relief surrendered — (617) Prior year adjustment 202 254 Other tax differences (172) — Income credit (charge) for the year 1,644 333 The movements in deferred tax are described in note 22. Factors affecting the future tax charge The standard rates of corporation tax in Ireland is 12.5% and the main rate of corporation tax in the UK is 25% and a 19% small profits rate of corporation tax was introduced for companies whose profits do not exceed £50,000. This main rate applies to companies with profits in excess of £250,000. For UK resident companies with augmented profits below £50,000 a lower rate of 19% is generally applicable. For companies with augmented profits between £50,000 and £250,000, there is a sliding scale of tax rates. For corporate companies, both profit limits are divided by the number of active companies worldwide. eEnergy Group plc Annual Report & Accounts 2024 68 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 12 Earnings per share The calculation of the basic and diluted earnings per share are calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the period. Earnings per share 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 (Loss) for the period (8,183) (12,594) Weighted number of ordinary shares in issue 387,224,625 353,952,474 Basic earnings per share – pence (2.11) (3.56) Weighted number of dilutive instruments in issue — — Weighted number of ordinary shares and dilutive instruments in issue 387,224,625 353,952,474 Diluted earnings per share – pence (2.11) (3.56) Earnings per share continuing 12 months to 31 December 2024 £’000 18 months to 31 December 2023 (Restated) £’000 (Loss) for the period from continuing operations (7,858) (16,010) Weighted number of ordinary shares in issue 387,224,625 353,952,474 Basic earnings per share from continuing operations – pence (2.03) (4.52) Weighted number of dilutive instruments in issue — — Weighted number of ordinary shares and dilutive instruments in issue 387,224,625 353,952,474 Diluted earnings per share from continuing operations – pence (2.03) (4.52) Earnings per share discontinuing 12 months to 31 December 2024 £’000 18 months to 31 December 2023 £’000 (Loss)/profit for the period from discontinuing operations (325) 3,416 Weighted number of ordinary shares in issue 387,224,625 353,952,474 Basic earnings per share from discontinuing operations – pence (0.08) 0.97 Weighted number of dilutive instruments in issue — — Weighted number of ordinary shares and dilutive instruments in issue 387,224,625 353,952,474 Diluted earnings per share from discontinuing operations – pence (0.08) 0.97 Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive. See note 30 for further details. eEnergy Group plc Annual Report & Accounts 2024 69 Financial statements 13 Property, plant and equipment Group Property, plant & equipment £’000 Computer Equipment £’000 Total £’000 Cost Opening balance 1 July 2022 806 76 882 Additions in the period 293 — 293 Transferred to assets held for sale (475) (37) (512) At 31 December 2023 624 39 663 Additions in the year 10 3 13 Gain on foreign exchange 41 6 47 Disposals in the year (30) — (30) Transfers in the year 14 (14) — At 31 December 2024 659 34 693 Depreciation Opening balance 1 July 2022 (394) (30) (424) Charge for the period1 (365) (21) (386) Transferred to assets held for sale 411 28 439 At 31 December 2023 (348) (23) (371) Charge for the year (73) (3) (76) Loss on foreign exchange (40) (6) (46) Disposals in the year 27 — 27 Transfers in the year — — — At 31 December 2024 (434) (32) (466) Net book value 31 December 2023 276 16 292 Net book value 31 December 2024 225 2 227 1. Depreciation charge for the prior period includes £217,000 PPE & £14,000 Computer Equipment relating to discontinued operations. Company Property, plant & equipment £’000 Total £’000 Cost Opening balance 1 July 2022 106 106 Additions in the period 20 20 At 31 December 2023 126 126 Additions in the year 19 19 At 31 December 2024 145 145 Depreciation Opening balance 1 July 2022 (78) (78) Charge for the period (22) (22) At 31 December 2023 (100) (100) Charge for the year (26) (26) At 31 December 2024 (126) (126) Net book value 31 December 2023 26 26 Net book value 31 December 2024 19 19 eEnergy Group plc Annual Report & Accounts 2024 70 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 14 Intangible assets The intangible assets primarily relate to the goodwill and separately identifiable intangible assets arising on the Group’s acquisitions. The Group tests the intangible asset for indications of impairment at each reporting period, in line with accounting policies. Goodwill £’000 Software £’000 Customer relationships £’000 Brand £’000 Total £’000 Cost Opening balance 1 July 2022 23,816 1,258 4,311 1,594 30,979 IFRS 3 amendment (332) — — — (332) Additions in the period — 1,338 — — 1,338 Transfer to assets held for sale (20,474) (2,100) (4,311) (1,594) (28,479) At 31 December 2023 3,010 496 — — 3,506 Additions in the year — 18 — — 18 Loss on foreign exchange — (12) — — (12) At 31 December 2024 3,010 502 — — 3,512 Amortisation Opening balance 1 July 2022 — (219) (433) (1,594) (2,246) Impairment — — — — — Charge for the periodi — (359) (724) — (1,083) Transfer of assets held for sale — 537 1,157 1,594 3,288 At 31 December 2023 — (41) — — (41) Impairment — — — — — Charge for the year — (28) — — (28) At 31 December 2024 — (69) — — (69) Net book value 31 December 2023 3,010 455 — — 3,465 Net book value 31 December 2024 3,010 433 — — 3,443 i. Depreciation charge for the prior period includes £253k Software & £724k Customer Relationships relating to discontinued operations. The Group completed a strategic review of its brands and trading names and on 1 July 2022 aligned all of the trading businesses under the master ‘eEnergy’ brand. Accordingly, the carrying value of the Beond and the Utility Team brand names were fully impaired as at 30 June 2022. During the prior financial period all of the Customer Relationship and Brand intangibles were transferred to assets held for sale and were subsequently disposed on the completion of the Energy Management sale. The recoverable amount of each cash generating unit was determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management which are built ‘bottom up’ for the next three years. The annual discount rate applied to the cash flows is 12% (2023: 13%) which is a similar discount rate used by our valuation adviser in the previous year, to value the separably identifiable intangible assets in the prior year. Management did not apply any growth factors when undertaking this modelling. The main sensitivity was noted to be the estimated future profit before tax (taken as a proxy for cashflow). Further reductions in the modelled profit before tax by 5% would not result in the reduction of the recoverable amount to a figure lower than the carrying amount recognised. All goodwill recognised as at 31 December 2024 relates to the Energy Services cash generating unit. During the prior period goodwill associated with the Energy Management Division was transferred to assets held for sale. The Directors have considered and assessed reasonably possible changes in key assumptions and have not identified any instances that could cause the carrying amount to exceed recoverable amount. eEnergy Group plc Annual Report & Accounts 2024 71 Financial statements 14 Intangible assets continued Company Software £’000 Total £’000 Cost Opening balance 1 July 2022 34 34 Additions in the period 75 75 At 31 December 2023 109 109 Additions in the year 12 12 At 31 December 2024 121 121 Amortisation Opening balance 1 July 2022 — — Charge for the period (34) (34) At 31 December 2023 (34) (34) Charge for the year (17) (17) At 31 December 2024 (51) (51) Net book value 31 December 2023 75 75 Net book value 31 December 2024 70 70 15 Investment in subsidiaries Company only 2024 £’000 2023 £’000 Opening balance 6,574 6,574 Closing balance 6,574 6,574 The full list of subsidiary undertakings of the Company are listed in note 36. As at 31 December 2024 management of the Company undertook an impairment analysis for the investments held by the Company for which no impairment was required (2023: no impairment required). 16 Inventory Group 2024 £’000 2023 £’000 Work in progress — 71 Finished goods — 106 — 177 Inventories are stated at the lower of cost and net realisable value. In the current financial year the Group has wound down its Irish operations, which resulted in the write-off of inventory held to £nil for all stock held in the warehouse as at 31 December 2024. eEnergy Group plc Annual Report & Accounts 2024 72 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 17 Trade and other receivables Group Company Trade and other receivables (less than 12 months) 2024 £’000 2023 (Restated) £’000 2024 £’000 2023 (Restated) £’000 Trade receivables 420 626 — — Prepayments 713 766 212 533 Accrued revenue 3,647 696 — — VAT 344 — 71 — Other receivables 300 334 24 84 5,424 2,422 307 617 All trade receivables are short term and are due from counterparties with acceptable credit ratings so there is no expectation of a credit loss. Accordingly, the Directors consider that the carrying value amount of trade and other receivables approximates to their fair value. Please refer to note 28. All intercompany receivables are non-interest bearing, unsecured and repayable on demand. Group Company Trade and other receivables (more than 12 months) 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Trade receivables — 818 — — Intercompany receivables — — 23,963 24,574 — 818 23,963 24,574 18 Cash and cash equivalents Cash and cash equivalents consist of cash on hand and short-term deposits. The carrying value of these approximates to their fair value. Cash and cash equivalents included in the Cashflow statement comprise the following balance sheet amounts: Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Cash and cash equivalents 2,317 597 175 56 19 Trade and other payables Group Company 2024 £’000 2023 (Restated) £’000 2024 £’000 2023 (Restated) £’000 Trade payables 3,519 4,951 159 1,023 Accrued expenses 3,482 4,524 540 674 Deferred income 30 1,689 — — Social security and other taxes — 1,216 — 36 Intercompany payables — — 7,821 — Other payables 2,230 2,160 331 121 9,261 14,540 8,851 1,854 Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying value amount of trade and other payables approximates to their fair value. Please refer note 28. Deferred income represents revenues collected but not yet earned as at the period/year end. All intercompany payables are non-interest bearing, unsecured and repayable on demand. eEnergy Group plc Annual Report & Accounts 2024 73 Financial statements 20 Leases The Group had the following lease assets and liabilities at period/year end: Group Company Leases 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Right-of-use assets Properties 559 497 129 128 Motor vehicles 1 5 — — 560 502 129 128 Lease liabilities Current 189 189 132 132 Non-current 501 384 — — 690 573 132 132 Group Company Maturity 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Maturity on the lease liabilities are as follows: Current 189 189 132 132 Due between 1-5 years 212 243 — — Due beyond 5 years 289 141 — — 690 573 132 132 Group Company Lease payments 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Continuing 357 590 294 476 Discontinuing — 148 — — 357 738 294 476 Right-of-use assets A reconciliation of the carrying amount of each class of right-of-use asset is as follows: Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Properties Opening balance 1 January 2024 497 774 128 279 Additions 385 277 257 277 Depreciation1 (304) (467) (256) (428) Loss on foreign exchange (19) — — — Transfer to assets held for sale — (87) — — Closing balance 31 December 2024 559 497 129 128 Motor vehicles Opening balance 1 January 2024 5 3 — — Additions — 20 — — Depreciation (4) (18) — — Closing balance 31 December 2024 1 5 — — 1. Depreciation charge for the prior period includes £114,000 relating to discontinued operations. eEnergy Group plc Annual Report & Accounts 2024 74 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 20 Leases continued Amounts recognised in the Statement of comprehensive income – continuing Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Interest on lease liabilities 94 114 37 34 Expenses relating to short-term leases — 4 — — Income from sub-leasing right-of-use assets 33 — — — Amounts recognised in the Statement of comprehensive income – discontinued Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Interest on Lease liabilities — 16 — — Expenses relating to short-term leases — — — — Income from sub-leasing right-of-use assets presented in ‘other revenue’ — — — — 21 Borrowings Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Current Group financing — 8,000 — 2,960 COVID Bounce Back Loan 29 30 — — NatWest Customer Funding Facility 461 — — — 490 8,030 — 2,960 Non-current Group financing — — — — NatWest Customer Funding Facility 3,543 — — — 3,543 — — — Total Borrowings 4,033 8,030 — 2,960 In February 2022 the Group refinanced substantially all of its existing bank indebtedness and consolidated its borrowings into a single £5.0 million, four-year, revolving credit facility provided to eEnergy Holdings Limited, an intermediate holding company in the Group. The facility was secured by way of debentures granted to the lender by all of the Group’s trading subsidiaries. The facility was repaid on 9 February 2024 following disposal of Energy Management Division to Flogas Britain Limited as detailed in note 5 and as such the balance held at 31 December 2024 was £nil (2023: £5,040,000). During the period ended 31 December 2023 the eEnergy Group plc secured £2,525,000 in subordinated debt which was structured as secured discounted capital bonds. The bonds were issued at a 21.29% discount to their face value (equivalent to a discount rate of 1.25% per month plus a 2% repayment fee) and were due to be redeemed by the Company (through the payment of in aggregate £3,207,754) on or before 24 May 2024 (in respect of £2,000,000) and on or before 21 June 2024 (in respect of £525,000). The loan was settled in full during the current financial period following the disposal of the Energy Management business and as such the balance at 31 December 2024 was £nil (2023: £2,350,528). Following the Energy Management sale eEnergy Group plc also repaid Shareholder bonds, as detailed in the Directors’ remuneration disclosures. As at 31 December 2024 the outstanding balance of shareholder bonds was £nil (2023: £609,000). Energy Services RSL Limited, a subsidiary within the eEnergy Group holds an outstanding COVID Bounce Back Loan facility secured via Barclays Bank. The facility was established in February 2021 and has a term of 6 years, accruing interest at 2.5% per annum. As at 31 December 2024 a balance of £29,000 remained outstanding (2023: £30,000). eEnergy Group plc Annual Report & Accounts 2024 75 Financial statements 21 Borrowings continued In February 2024 eEnergy Projects SPV 1 Limited, a subsidiary of the eEnergy Group entered into a customer funding facility with National Westminister Bank plc (‘NatWest’) with the capacity to draw down up to £40 million of funding to support public sector customers and provide credit for their LaaS and SaaS contracts. The facility has a 10 year duration and is drawn down in tranches against completed LaaS and SaaS installations, with a revolving credit facility that can be drawn against signed SaaS contracts. Interest is calculated on a drawdown by drawdown basis calculated from the compound reference rate for that date and an agreed margin figure. The balance was repaid in full post year end. A debenture establishes security over the SPV’s present and future assets to secure obligations under the Facilities Agreement. The debenture includes provisions for fixed and floating charges and mechanisms for enforcement in case of default. 2024 £’000 2023 £’000 Maturity on the borrowings are as follows: Current 490 8,030 Due between 1-2 years 954 — Due between 2-5 years 1,688 — Due beyond 5 years 901 — 4,033 8,030 22 Deferred tax Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Total 2024 £’000 2023 (Restated) £’000 2024 £’000 2023 £’000 2024 £’000 2023 (Restated) £’000 Intangible assets — — — (788) — (788) Tangible assets — — (115) (156) (115) (156) Losses 2,521 1,076 — — 2,521 1,076 Other 19 62 — — 19 62 Total (assets) liabilities 2,540 1,138 (115) (944) 2,425 194 Movement in temporary difference during the period The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period: 2024 £’000 2023 £’000 Balance at 1 January 2024/1 July 2022 194 247 Transfer to discontinued operation 788 194 Credit for the year 1,443 — Prior year adjustment — (247) Balance at 31 December 2,425 194 Unrecognised deferred tax assets At 31 December 2024, the Group had tax losses in the UK and Ireland totalling £15.4 million and £3.2 million respectively (2023: £21.6 million (restated) and £1.8 million) for which deferred tax assets have been recognised to the extent that it is expected to be future taxable profits against which the Group can use the benefit therefrom. eEnergy Group plc Annual Report & Accounts 2024 76 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 23 Provisions Restructuring £’000 O&M and warranty (Restated) £’000 Onerous contract (Restated) £’000 Total £’000 Opening balance 1 July 2022 — — — — Charged to Statement of comprehensive income (restated) — (15) (631) (646) At 31 December 2023 (restated) — (15) (631) (646) Transfer from payables — (49) — (49) Charged to Statement of comprehensive income (190) (443) (222) (855) Utilised — 15 631 646 At 31 December 2024 (190) (492) (222) (904) Restructuring £’000 O&M and warranty £’000 Onerous contract £’000 Total £’000 Current (190) (98) (222) (510) Non-current — (394) — (394) At 31 December 2024 (190) (492) (222) (904) The Group maintains several different classifications in relation to provisions balances. On 9 February 2024 the Group disposed of the Energy Management Division and has subsequently been through a restructuring process in order to streamline the remaining Energy Services Operations. A balance of £190,000 was charged to the Statement of comprehensive income during the current period, which management expect to be fully utilised within a period of 12 months from 31 December 2024. The Group maintains an Operations & Maintenance (O&M) and Warranty provision for all installations, which unwinds across the contract duration for each project. A charge of £15,000 was recognised in the prior period as part of the restatement of SPV accounting as detailed in note 3. In the current period a further balance of £49,000 was reclassified from the payables balances where it had been previously presented in order to consolidate the provision balance. £443,000 was charged to the Statement of comprehensive income and £15,000 was utilised, with a close provision of £492,000 recognised as at 31 December 2024, of which £98,000 is expected to unwind in the 12 months following year end. The onerous contract provision recognises contracts at the point they are identified as being loss making, for which a balance of £631,000 was charged to the Statement of comprehensive income in 2023 as part of the project accounting restatement disclosed in note 3. During the current year £631,000 of onerous contract provision was released into the Statement of comprehensive income to offset against loss making contracts. An addition £222,000 of expense was charged to the Statement of comprehensive income in order to recognise onerous contract provisions on warehouse and office leases in Ireland where the business has been wound down as part of the Group’s restructuring exercises. This entire balance is expected to be utilised in the 12 months following year end. eEnergy Group plc Annual Report & Accounts 2024 77 Financial statements 24 Share capital and share premium Group and Company Ordinary shares Number Share capital £’000 Deferred share capital £’000 Share capital £’000 Share premium £’000 As at 30 June 2022 (ordinary shares of £0.003 each) 346,779,959 1,040 15,333 16,373 47,360 Issue of shares at placing price of £0.05 35,078,000 105 — 105 1,650 Issue of shares for deferred consideration for the acquisition of Utility Team 4,000,000 12 — 12 309 Issue of shares to acquire 100% of eEnergy Insights Ltd 1,366,666 4 — 4 — As at 31 December 2023 (ordinary shares of £0.003 each) 387,224,625 1,161 15,333 16,494 49,319 As at 31 December 2024 (ordinary shares of £0.003 each) 387,224,625 1,161 15,333 16,494 49,319 The deferred shares have no voting, dividend, or capital distribution (except on winding up) rights. They are redeemable at the option of the Company alone. Details of share options and warrants issued during the year and outstanding at 31 December 2024 are set out in note 30. The share premium represents the difference between the nominal value of the shares issued and the actual amount subscribed less; the cost of issue of the shares, the value of the bonus share issue, or any bonus warrant issue. 25 Other reserves Group 2024 £’000 2023 £’000 Share-based payment reserve 2,069 1,983 Revaluation reserve – other current assets 34 34 2,103 2,017 2024 £’000 2023 £’000 Reverse acquisition reserve (35,246) (35,246) Company 2024 £’000 2023 £’000 Share-based payment reserve 2,069 1,983 2,069 1,983 Share-based payment reserve Cumulative charge recognised under IFRS 2 in respect of share‐based payment awards. Reverse acquisition reserve Substantially represents the pre-acquisition value of the equity of the Parent Company and the investment in eLight, net of expenses that was made when eLight reversed into the company then known as Alexander Mining plc in January 2020 to create eEnergy Group plc. Revaluation reserve The increase in the assessed carrying value of other current assets. 26 Non-controlling interests The Group had no non-controlling interests as at 31 December 2024. During the prior period the Group acquired the remaining 14.5% interest in eEnergy Insights Limited, leaving no non-controlling interests in place as at 31 December 2023. 27 Financial instruments and risk management Capital risk management The Company manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company and the Group is to minimise costs and liquidity risk. The capital structure of the Group consists of equity attributable to equity holders of the Parent, comprising issued share capital, foreign exchange reserves and retained earnings as disclosed in the Consolidated statement of changes in equity. The Group is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange and liquidity risks. The management of these risks is vested to the Board of Directors. The sensitivity has been prepared assuming the liability outstanding was outstanding for the whole period. In all cases presented, a negative number in profit and loss represents an increase in finance expense/decrease in interest income. eEnergy Group plc Annual Report & Accounts 2024 78 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 27 Financial instruments and risk management continued Fair value measurements recognised in the Statement of financial position The following provides an analysis of the Group’s financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 & 2 based on the degree to which the fair value is observable. • Level 1 fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 2 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). • Level 3 assets are assets whose fair value cannot be determined by using observable inputs or measures, such as market prices or models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges. Equity price risk The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic purposes. Interest rate risk The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses held and an increase in interest on borrowings the Group may have. The maximum exposure to interest rate risk at the reporting date by class of financial asset was: 2024 £’000 2023 £’000 Cash and cash equivalents 2,317 597 Given the low interest rate environment on bank balances, any probable movement in interest rates would have an immaterial effect. The maximum exposure to interest rate risk at the reporting date by class of financial liability was: 2024 £’000 2023 £’000 Borrowings 4,033 8,030 Assuming the amount at period end was held for a year, a 10% movement in this rate would have a £236k (2023: £1,000k) effect on the amount owing. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. Indicators that there is no reasonable expectation of recovery include, amongst others, failure to make contractual payments for a period of greater than 120 days past due. The carrying amount of financial assets represents the maximum credit exposure. The principal financial assets of the Company and Group are bank balances, trade receivables and energy credits. The Group deposits surplus liquid funds with counterparty banks that have high credit ratings and the Directors consider the credit risk to be minimal. The Group’s maximum exposure to credit by class of individual financial instrument is shown in the table below: Group 2024 Carrying value £’000 2024 Maximum exposure £’000 2023 Carrying value £’000 2023 Maximum exposure £’000 Cash and cash equivalents 2,317 2,317 597 597 Trade receivables 420 420 626 626 Financial assets – customer receivables 15,027 15,027 9,907 9,907 17,764 17,764 11,130 11,130 Company 2024 Carrying value £’000 2024 Maximum exposure £’000 2023 Carrying value £’000 2023 Maximum exposure £’000 Cash and cash equivalents 175 175 56 56 175 175 56 56 No aged analysis of financial assets is presented as no financial assets are past due at the reporting date. eEnergy Group plc Annual Report & Accounts 2024 79 Financial statements 27 Financial instruments and risk management continued Credit risk continued Trade receivables The Group has applied IFRS 9 Financial Instruments and the related consequential amendments to other IFRSs. IFRS 9 introduces requirements for the classification and measurement of financial assets and financial liabilities as well as the impairment of financial assets. In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. In other words, it is no longer necessary for a loss event to have occurred before credit losses are recognised. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. During the period, there were no credit losses experienced and no loss allowance being recorded. Currency risk The Group operates in a global market with income and costs arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in currencies other than the Company’s functional currency. Currency exposures are reviewed regularly. The Group has a limited level of exposure to foreign exchange risk through its foreign currency denominated cash balances, trade receivables and payables: Euro 2024 £’000 2023 (Restated) £’000 Cash and cash equivalents 64 77 Trade receivables 110 3,488 Financial assets – customer receivables 2,377 2,717 Financial liabilities (7,768) (9,290) Trade payables (151) (229) (5,368) (3,237) Euro currency risk arises from the eLight Group operations in Ireland, which includes Euro denominated cash balances and working capital, in addition to Euro denominated financial assets in relation to contracted future cashflows from LaaS contracts and the associated financial liabilities for the commitments to funding partners SUSI and SOLAS. Financial liabilities include Euro denominated liabilities due to SUSI and SOLAS funding partners in Ireland. Additionally, SUSI also act as a funding partner for UK operations with a Euro denominated funding cash commitment, which is matched against sterling denominated contracted future cashflows from Lighting-as-a-Service contracts. As at 31 December 2024 the Group also held a number of Euro forward contracts. The table below summarises the impact of a 10% increase/decrease in the relevant foreign exchange rates versus the Euro rate for the Group’s pre-tax earnings for the period and on equity: 2024 £’000 2023 £’000 Impact of 10% rate change Euro 158 370 158 370 Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group deems there is sufficient liquidity for the foreseeable future. The Group had cash and cash equivalents at period end as below: 2024 £’000 2023 £’000 Cash and cash equivalents 2,317 597 eEnergy Group plc Annual Report & Accounts 2024 80 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 28 Financial assets and financial liabilities SPV Funding Liabilities As part of the SPV restatement detailed in note 3 – management now recognise SPVs as principal for the delivery of LaaS and SaaS contracts. In order to provide contracts with payment terms that extend over 5 to 10 years, the SPVs engage directly with funding partners in order to provide financing for installations and extend credit to the customer. Third-party funding can be split into three separate categories, as detailed below. Sale of Contracted Future Cashflows, including obligation for cash collection In this scenario, the SPV completes the installation project, then sells the LaaS/SaaS contract to a third-party in exchange for cash consideration which is used to fund the installation works. The customer contract is then novated to the third-party funder, who retains the risks and rewards for collection of future contracted cashflows. In this instance the financial asset arising from future contracted cashflows is disposed of in exchange for cash, with any gain or loss recognised through financing expense in the Statement of comprehensive income. Under this model, no financial assets or liabilities are recognised by the SPV following the novation of the contract to the funder. Sale of contracted future cashflows, retaining the obligation for cash collection In this scenario, the SPV sells the rights to future cashflows under LaaS and SaaS contracts to a third-party funder in exchange for cash, but retains the obligation and associated liabilities for the collection of future contracted cashflows. As such a financial asset is recognised which represents the contracted future cashflows due under each contract, which is unwound via financing income changed to the Statement of comprehensive income. A financial liability is also recognised presenting the agreed payments due to the third-party funder in order to meet the obligation due under the sale of rights to future cashflows. The financial liability is unwound via interest expense in the Statement of comprehensive income. This is relevant for funding provided by SUSI, SOLAS and Attika. As part of the prior period restatement a closing liability of £10,405,000 was recognised due to these funders, matched against a financial asset of £9,907,000. The difference in financial asset and financial liability is due to the different interest rates charged across agreements, in addition to retained elements of future contracted cashflows which were not sold to the third-party funding partners. As at 31 December 2024 a financial liability of £8,793,000 was recognised in relation to these funders, offset against a financial asset of £8,708,000. Drawdown of loan facility collateralised against contracted future cashflows due to the SPV During the current financial year the Group entered into a funding facility with NatWest in order to finance public sector customers under LaaS and SaaS contracts. The loan facility is drawn down against individual project balances upon agreed contractual performance conditions. The SPV recognises a financial asset which represents the contracted future cashflows due under each contract, which is unwound via financing income changed to the Statement of comprehensive income. The NatWest customer financing facility is recognised within borrowings, with interest accruing charged to the Statement of comprehensive income. As at 31 December 2024 the total balance outstanding on the NatWest facility was £4,033,000, which matched against financial assets of £6,319,000 in relation to contracted future cashflows. The difference in the borrowings and financial assets presents the portion of each contract that has been funded by the eEnergy Group. Analysis of funding related financial assets and financial liabilities: 2024 £’000 2023 (Restated) £’000 Financial assets – customer receivables 15,027 9,907 Financial liabilities to funders (8,793) (10,405) NatWest customer funding facility (4,033) — 2,201 (498) Derivative Financial instruments As at 31 December 2024 the Group held a number of open Euro forward foreign exchange rate contracts with HSBC, all of which are due to mature within one year. These forwards are used by the Group to hedge Euro currency payments to SUSI who act as a funding partner for UK operations with a Euro denominated funding cash commitment, which is matched against sterling denominated contracted future cashflows from Lighting-as-a-Service contracts. The forward foreign exchange contracts have resulted in the recognition of a derivative liability of £435,000 (2023: £nil). Company 2024 Fair value £’000 2024 Notional £’000 2023 Fair value £’000 2023 Notional £’000 Forward foreign exchange contracts (435) 5,235 — — eEnergy Group plc Annual Report & Accounts 2024 81 Financial statements 28 Financial assets and financial liabilities continued Derivative Financial instruments continued The Group holds the following financial instruments at amortised cost: 2024 – Group Financial assets (liabilities) Financial assets at amortised cost £’000 Financial liabilities at amortised cost £’000 Total £’000 Trade and other receivables (current and non-current) 1,433 — 1,433 Cash and cash equivalents 2,317 — 2,317 Financial assets – customer receivables 15,027 — 15,027 Trade and other payables — (5,779) (5,779) Lease liabilities (current and non-current) — (690) (690) Financial liabilities to funders — (8,793) (8,793) Borrowings (current and non-current) — (4,033) (4,033) 18,777 (19,295) (518) 2024 – Company Financial assets/liabilities Financial assets at amortised cost £’000 Financial liabilities at amortised cost £’000 Total £’000 Trade and other receivables 24,199 — 24,199 Cash and cash equivalents 175 — 175 Trade and other payables — (7,980) (7,980) Lease liabilities (current and non-current) — (132) (132) 24,374 (8,112) 16,262 2023 – Group Financial assets (liabilities) Financial assets at amortised cost (Restated) £’000 Financial liabilities at amortised cost (Restated) £’000 Total (Restated) £’000 Trade and other receivables (current and non-current) 2,544 — 2,544 Cash and cash equivalents 597 — 597 Financial assets – customer receivables 9,907 — 9,907 Trade and other payables — (10,016) (10,016) Lease liabilities (current and non-current) — (573) (573) Financial liabilities to funders — (10,405) (10,405) Borrowings (current and non-current) — (8,030) (8,030) 13,048 (29,024) (15,976) 2023 – Company Financial assets/liabilities Financial assets at amortised cost (Restated) £’000 Financial liabilities at amortised cost (Restated) £’000 Total (Restated) £’000 Trade and other receivables 24,658 — 24,658 Cash and cash equivalents 56 — 56 Trade and other payables — (1,180) (1,180) Lease liabilities (current and non-current) — (132) (132) Borrowings (current and non-current) — (2,960) (2,960) 24,714 (4,272) 20,442 eEnergy Group plc Annual Report & Accounts 2024 82 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 29 Reconciliation of movement in net debt At 1 January 2024 (Restated) £’000 New Borrowing £’000 Interest added to debt £’000 Debt repaid £’000 Other Cashflows £’000 Other Adjustments £’000 At 31 December 2024 £’000 Cash at bank 597 4,603 — (9,064) 6,181 2,317 Borrowings (8,030) (4,603) (107) 8,707 — (4,033) Net cash (debt) excluding lease liabilities (7,433) — (107) (357) 6,181 — (1,716) Lease liabilities (573) (412) (94) 357 — 32 (690) Net cash (debt) (8,006) (412) (201) — 6,181 32 (2,406) At 1 July 2022 (Restated) £’000 New Borrowing £’000 Interest added to debt £’000 Debt repaid £’000 Other Cashflows £’000 Other Adjustments £’000 At 31 December 2023 (Restated) £’000 Cash at bank 2,120 2,525 — (600) (3,580) 132 597 Borrowings (5,022) (2,525) (1,083) 600 — — (8,030) Net cash (debt) excluding lease liabilities (2,902) — (1,083) — (3,580) 132 (7,433) Lease liabilities (892) (257) (114) 690 — — (573) Net cash (debt) (3,794) (257) (1,197) 690 (3,580) 132 (8,006) 30 Share-based payments and share options (i) Executive Share Option Plan The Group operates an Executive Share Option Plan, under which Directors, senior executives and consultants have been granted options to subscribe for ordinary shares. All options are share settled. The fair value of services received in return for share options granted is measured by reference to the fair value of the share options granted. This estimate is based on the Black-Scholes model which is considered most appropriate considering the effects of vesting conditions, expected exercise period and the payment of dividends by the Company. During the current financial period a number of historic share schemes have lapsed and subsequently been replaced by the 2024 EMI scheme. (ii) Management Incentive Plan (‘MIP’) On 7 July 2020, the Company created the eEnergy Group Management Incentive Plan. The MIP is linked to the growth in the value of the Company. The forms of incentive award to be implemented as part of the MIP comprise: (a) ‘Growth Share Awards’: awards granted in the form of an immediate beneficial interest to be held by participants in a discrete and bespoke class of ordinary shares (‘Growth Shares’) in eEnergy Holdings Limited, a wholly owned subsidiary of the Company. After a minimum period of three years, the Growth Shares may be exchanged for new ordinary shares of 0.3 pence each in the Company (‘Ordinary Shares’), subject to meeting performance conditions. (b) ‘Share Options’: awards granted in the form of a share option with an exercise price equal to the market value of an Ordinary Share at the date of grant. These are structured to qualify for the tax advantaged Enterprise Management Incentive (‘EMI Share Options’). Under the MIP, the aggregate value of EMI Share Options and the Growth Shares is capped at 12.5% of the Company’s market capitalisation on conversion of the Growth Shares. Malus, clawback and leaver provisions apply to the MIP as outlined in the Admission Document. Growth Shares As at 31 December 2024 the following Directors (‘Participants’) had subscribed for Growth Shares in eEnergy Holdings Limited for their tax market value as set out in the table below. This value was determined by the Company’s independent advisers, Deloitte LLP. Payment of the subscription monies by the Participants is a firm commitment, with payment normally deferred until the MIP matures. Director Number of Growth Shares Aggregate subscription price Harvey Sinclair 5,500 £298,650 Andrew Lawley 1,000 £54,300 David Nicholl 1,000 £54,300 Total 7,500 £407,250 eEnergy Group plc Annual Report & Accounts 2024 83 Financial statements 30 Share-based payments and share options continued (ii) Management Incentive Plan (‘MIP’) continued Growth Shares continued The Participants earn a percentage share of the ‘Value Created’, being the difference between the Group’s market capitalisation (one-month average) at the start and end of the measurement period (which is at least three years) adding any returns to shareholders such as dividends and deducting the value of new shares issued for cash or otherwise. The percentage share of the Value Created is subject to a minimum Total Shareholder Return (‘TSR’) hurdle of 5% and up to 15% TSR is equal to the annual TSR realised by shareholders over the measurement period, and thereafter increased on a straight line basis so that at 25% TSR the share of the Value Created is 20%, which is the maximum percentage of the Value Created allocated to the MIP. Growth Shares can be exchanged for Ordinary Shares after three or four years at the Company’s or Participant’s option, based on the Value Created at that time. The value of any EMI Share Options held by a Participant are deducted from the value of their Growth Shares before conversion to Ordinary Shares. The Remuneration Committee must be satisfied that the gains on the Growth Shares are justified by the underlying financial performance of the Group. Participants were required to hold 50% of any Ordinary Shares acquired on conversion of the Growth Shares until the end of the fourth year (30 June 2024). On a change of control, the TSR growth rate up to that date is measured and if the 5% minimum is achieved, Participants will share in the value created. The fair value of the Growth Shares over the vesting period being three years grant date was deemed to be £833,000, with £nil (2023: £196,000) fair value expensed during the year as the scheme had been expensed in full by the close of 31 December 2023. EMI options The Company granted the following EMI Share Options over Ordinary shares at an exercise price of 6.12 pence, based on the closing price on Monday 6 July 2020: Director Number of Options Harvey Sinclair 4,084,960 Ric Williams 4,084,960 Total 8,169,920 The EMI options are exercisable when the MIP matures, being after a minimum period of three years. The Remuneration Committee must be satisfied that the returns are justified by the underlying financial performance of the Group. Ric Williams resigned as a Director during the prior period and his EMI Share Options lapsed at the end of his notice period. As a result, the vesting period for his award was deemed to reduce from three years to two years and three months and the full value not previously recognised was expensed in full to the Statement of comprehensive income. The fair value of the EMI Options over the vesting period being three years grant date was deemed to be £200,000, with £nil (2023: £18,000) fair value expensed during the year. As at the close of 2024 this scheme was deemed to have lapsed. (iii) EMI Share Option Awards and non-advantaged Share Option Awards – 2021 On 7 December 2021 the Company granted share options over 13,800,000 Ordinary Shares at an exercise price of 0.3 pence per share. The majority of the awards were structured so that the following vesting criteria applied: • 1/3rd with an exercise condition of the share price being above 24 pence at vesting; • 1/3rd with an exercise condition of the share price being above 20 pence at vesting; and • 1/3rd with no exercise price condition. 2.5 million of the Options were awarded to Crispin Goldsmith, with 2/3rds of his award having an exercise price condition at 15 pence at the vesting date and the remainder having no exercise price condition. Crispin Goldsmith was appointed as a Director of the Company on 20 July 2022 and resigned as a Director with effect from 1 October 2024. During the current financial year a total share-based payment charge of £284,000 (2023: £354,000) was recognised in the Statement of comprehensive income in relation to this scheme. During the current financial year the scheme lapsed and participants were moved to the newly issued 2024 EMI Scheme. As such a total of 13,300,000 options were deemed to have lapsed, with 500,000 options remaining open pending transfer of participants to the new EMI scheme post year end. (iv) EMI Share Option Awards and non-advantaged Share Option Awards – 2024 Scheme Following the lapsing of the historic 2021 EMI scheme and other schemes, the Group issued a new 2024 EMI scheme. The scheme will run over a 3-year period with EMI options qualifying under Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003. Options shall vest and become exercisable on the measurement date to the extent that the share price on the measurement date is as follows: • Share price less than 9.32 pence – nil options exercisable; • Share price less than 13.00 pence – 38% of options exercisable; • Share price less than 15.80 pence – 84% of options exercisable; • Share price less than 15.80 pence – 100% of options exercisable. eEnergy Group plc Annual Report & Accounts 2024 84 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 30 Share-based payments and share options continued (iv) EMI Share Option Awards and non-advantaged Share Option Awards – 2024 Scheme continued Where the share price falls in-between the figures specified above, the number of shares in respect of which the options vest and become exercisable will be determined on a straight-line basis, rounded down to the nearest whole number of shares. The Board may adjust the share price targets to reflect variations in the share capital of the Company, special dividends, rights issues or other events which may in the Board’s reasonable opinion affect the current or future value of the shares. Under the EMI, the maximum number of shares that are issued on the measurement date cannot exceed 14% of the Company’s market capitalisation. During the current financial year a total share-based payment charge of £1,336,000 was recognised in the Statement of comprehensive income in relation to this scheme. Malus, clawback and leaver provisions apply to the MIP as outlined in the Admission Document. Date of grant Number of options originally granted Contractual life (years) Share price at date of grant Number of employees at grant Exercise Price Expected volatility Expected life (years) Risk Free Rate Fair Value per Option 26 Feb 2024 48,055,000 3 £0.0655 14 £0.003 56% 3 4.11% £0.042 19 Dec 2024 3,900,000 3 £0.0455 2 £0.003 56% 3 4.11% £0.018 Date of grant Number of options originally granted Vested Lapsed/forfeited Outstanding as at 31 December 2024 26 Feb 2024 48,055,000 — (3,950,000) 44,105,000 19 Dec 2024 3,900,000 — — 3,900,000 (v) Other share options or warrants On 9 January 2020 the Company issued 1,575,929 warrants to a number of advisers as part of the reverse acquisition transaction completed on that date which are exercisable for the 4 years following the anniversary of the date of issue at 7.5p per share. These adviser warrants had an estimated value of £45,544 which is based on the Black-Scholes model which is considered most appropriate considering the effects of vesting conditions, expected exercise period and the payment of dividends by the Company. The estimated fair values of warrants which fall under IFRS 2, and the inputs used in the Black-Scholes Option model to calculate those fair values are as follows: Date of grant Number of warrants Share price Exercise price Expected volatility Expected life Risk free rate Expected dividends 9 Jan 2020 1,575,929 £0.075 £0.075 45.00% 5 0.00% 0.00% On 25 November 2022, the Group secured £2,525,000 in secured debt financing being structured as secured discounted capital bonds. In connection to this debt financing, the subscribers of the bonds were granted 42,083,328 warrants in the Company which are exercisable for 5 years following the issue of the bonds. These bond warrants had an estimate value of £631,788 which is based on the Black-Scholes model which is considered the most appropriate considering the effects of vesting conditions, expected exercise period and the payment of dividends by the Company. 32,791,216 of the bond warrants were granted on or around 25 November 2022, with the remaining 9,292,112 granted on or around 20 December 2022, following the receipt of shareholder approval at the Company’s 2022 AGM. During the current financial year a change of £228,000 was recognised in the Statement of comprehensive income in relation to these warrants (2023: £136,000). The estimated fair value of warrants which fall under IFRS 2, and the inputs used in the Black Scholes Option model to calculate those fair values are as follows: Date of grant Number of warrants Share price Exercise price Expected volatility Expected life Risk free rate Expected dividends 25 Nov 2022 32,791,216 £0.0581 £0.060 45.00% 5 3.28% 0.00% 20 Dec 2022 9,292,112 £0.0320 £0.060 45.00% 5 3.50% 0.00% Total contingently issuable shares 2024 2023 Executive Share Option Plan 471,000 471,000 Other share options and warrants 92,164,257 67,654,177 92,635,257 68,125,177 eEnergy Group plc Annual Report & Accounts 2024 85 Financial statements 30 Share-based payments and share options continued (v) Other share options or warrants continued The number and weighted average exercise price of share options and warrants are as follows: 2024 2023 Weighted average exercise price Number of Options Weighted average exercise price Number of Options Outstanding at the beginning of the year 5.606 pence 68,125,177 4.969 pence 26,041,849 Granted during the year 0.300 pence 58,955,000 6.000 pence 42,083,328 Lapsed during the year 5.606 pence (34,444,920) — — Outstanding at the end of the year 3.325 pence 92,635,257 5.606 pence 68,125,177 Exercisable at the end of the year 0.300 pence 175,000 6.694 pence 44,130,257 Share options and warrants outstanding at 31 December 2024, had a weighted average exercise price of 3.325 pence (2023: 5.606 pence) and a weighted average contractual life of 2.48 years (2023: 4.85 years). To date no share options have been exercised. 31 Capital commitments There were no capital commitments at 31 December 2024 or 31 December 2023. 32 Contingent liabilities There were no contingent liabilities at 31 December 2024 or 31 December 2023. 33 Related party transactions The remuneration of the Directors and their interest in the share capital is disclosed in the Remuneration Committee report on pages 36 to 37 On 13 November 2023, Luceco plc acquired a 9.0% interest in eEnergy Group plc. On 9 February 2024, John Hornby, Director of Luceco plc was appointed to the Board of Directors of eEnergy Group plc. During the period, eEnergy acquired £1,979,000 (18 months ended 31 December 2023: £860,000) of goods and services from Luceco plc (and its wider group of subsidiaries). At the period end the trade creditor balance with Luceco was £502,000 (31 December 2023: £712,000). During the period, the Group acquired £141,000 (18 months ended 31 December 2023: £457,000) goods and services from Utility Data Intelligence (UDI) Limited, for whom Gary Worby is a mutual Director. At the end of the period, the trade creditor balance with UDI was £nil (31 December 2023: £67,000), with all transactions being included within the Energy Management Division which was disposed during the year. On 20 and 21 December 2022, the Company borrowed £525,000 from its Directors at an annual interest rate of 15%. 31 December 2023, the Company owed in principal £200,000 to Derek Myers & Dr Nigel Burton and £25,000 to Crispin Goldsmith, Harvey Sinclair, Gary Worby, David Nicholl and Andrew Lawley. On 12 February 2024, the Company repaid in full the principal and accumulated interest amounting to £241,000 to Derek Myers & Dr Nigel Burton and £30,000 to Crispin Goldsmith, Harvey Sinclair, Gary Worby, David Nicholl and Andrew Lawley. As such there were no outstanding borrowings due to Directors as at 31 December 2024. On 25 November 2022, the Company borrowed £1,000,000 from FFIH Limited at an annual interest rate of 15%. John Foley, was a Director of both eEnergy Group plc and FFIH Limited. On the 9 February 2024 the loan was repaid and John Foley resigned as a Director. As at 31 December 2024 there were no balances outstanding (2023: £1,200,000). During the prior period, the Company received an advance of £500,000 from Derek Myers in relation to a potential transaction which ultimately did not proceed. On termination of the transaction the advance became repayable, for which repayment was made in full and as a 31 December 2024 no balance remains outstanding (2023: £70,000 payable outstanding). Balances and transactions between companies within the Group that are consolidated and eliminated are not disclosed in these financial statements. 34 Events subsequent to period end In May 2025 the Group entered into a partnership arrangement with Redaptive Sustainability Services UK Limited (‘Redaptive’). Redaptive has agreed to provide funding of up to £100 million to support Redaptive-approved eEnergy customer projects across all client sectors in the UK, with eEnergy undertaking operational oversight of such projects and bearing responsibility for all warranty and service-related contractual obligations. The partnership establishes eEnergy as one of Redaptive’s dedicated delivery partners for Redaptive-initiated projects in the UK. Redaptive is a leading Energy-as-a-Service provider in the US that rapidly funds and installs energy-saving and energy-generating equipment across its clients’ real estate portfolios. 35 Control In the opinion of the Directors as at the period end and the date of these financial statements there is no single ultimate controlling party. eEnergy Group plc Annual Report & Accounts 2024 86 Financial statements Notes to the financial statements continued For the period ended 31 December 2024 36 List of subsidiary undertakings As at 31 December 2024, the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements: Name Holding 2024 Holding 2023 Business activity Country of incorporation Registered address Direct subsidiary undertaking eEnergy Holdings Limited 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS Indirect subsidiary undertakings eLight Group Holdings Limited 100% 100% Holding Company Ireland 1-3 The Green, Malahide, Co. Dublin K36 N153 Energy Services N.I. Limited 100% 100% Trading Company Northern Ireland 19 Arthur Street, Belfast, BT1 4GA e-Light Ireland Limited 100% 100% Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153 e-Light EAAS Projects II Limited 100% 100% Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153 eLight EAAS Projects Limited 100% 100% Trading Company Ireland 1-3 the Green, Malahide, Co. Dublin K36 N153 eEnergy UK Projects Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy UK Projects SPV 1 Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Services UK Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy EAAS Projects UK Limited 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Services RSL Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS Smartech Energy Projects Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Aquila Projects Ltd 100% 100% Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS Energy Centric Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS Zero Carbon Projects Limited 100% 100% Non-Trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Management Topco Limited 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Management Holdings Limited* 100% 100% Holding Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Management USA Limited 100% 100% Non-trading Company England & Wales 20 St Thomas Street, London, SE1 9RS eEnergy Management US Limited (formerly UtilityTeam U.S Limited) 100% 100% Non-trading Company England & Wales 20 St Thomas Street, London, SE1 9RS Utility Team US Inc* 100% 100% Non-trading Company United States 919 North Market Street, Suite 950 – Wilmington Delaware 19801 * Following the review of the SPV accounting treatment by management, the percentage ownership for these entities has been recognised as being 100%, which was not previously disclosed in the prior period financial statements. On 9 February 2024 the Group completed the sale of the Energy Management business to Flogas Britain (see note 5 for further information). This resulted in the disposal of three indirect 100% owned subsidiaries; Equity Energies Limited ( formerly eEnergy Management Limited), eEnergy Insights Limited and eEnergy Consultancy Limited. All subsidiary entities incorporated in England and Wales are exempt from the requirements of the Companies Act 2006 related to the audit of individual accounts by virtue of Section 479A CA2006. Corporate informaiton Officers and advisers Directors Non-Executive Chairman Chief Executive Chief Financial Officer Non-Executive Directors Andrew Lawley Harvey Sinclair John Gahan Dr Nigel Burton John Hornby Gary Worby Company Secretary John Gahan Business address 20 St Thomas Street London SE1 9RS Registered office 20 St Thomas Street London SE1 9RS Independent auditor PKF Littlejohn LLP 15 Westferry Circus, Canary Wharf, London E14 4HD Nominated adviser and joint broker Strand Hanson 265 Mount Row, London W1K 3SQ Joint broker Canaccord Genuity 88 Wood Street, London EC2V 7QR Legal advisers Fieldfisher LLP Riverbank House 2 Swan Lane, London EC4R 3TT Financial PR Tavistock Communications 1 Cornhill, London EC3V 3ND eEnergy Group plc’s commitment to environmental issues is reflected in this Annual Report, which has been printed on UPM Finesse Silk, an FSC® certified material. This document was printed by Opal X using its environmental print technology, which minimises the impact of printing on the environment, with 99% of dry waste diverted from landfill. Both the printer and the paper mill are registered to ISO 14001. 20 St Thomas Street London SE1 9RS eenergy.com