3 August 2026

 

eEnergy Group plc

("eEnergy", "the Company" or "the Group")

 

Unaudited Half Year Results for the six months ended 30 June 2026

 

eEnergy (AIM: EAAS), one of the UK's leading designers and installers of Solar PV, LED lighting, battery storage and EV chargers reducing customers' energy costs by up to 70%, announces its unaudited half year results for the six months ended 30 June 2026 ("H1-26" or "Interim Results").  These results should be read in conjunction with the FY25 Final Results announced on 29 April 2026.

 

Chairman's Statement

 

This is my first statement as Chairman and follows a period in which there have been substantial changes to the composition of the Board.  I was appointed as independent non-executive Director and Chair of the Audit and Risk Committee on 13 May 2026 with my predecessor, Dr Nigel Burton, leaving the Board at the conclusion of the AGM. Just 5 days later on 18 May 2026 and unconnected with my appointment, we announced the resignation of the Chief Executive Officer, Harvey Sinclair, who left the Group on 31 May 2026. John Gahan, Chief Financial Officer, was appointed Interim Chief Executive Officer.

 

On 1 June 2026, we announced that the previous Chairman, Andrew Lawley, had tendered his resignation and he also stood down from the Board at the conclusion of the AGM.  I assumed the Chair at that point. Subsequently, Gary Worby also tendered his resignation and ceased to be a Director on 30 June 2026.

 

Both Mr Sinclair and Mr Lawley held options which lapsed on their ceasing to be employees in accordance with the option scheme rules.  No compensation was payable to any of the previous Directors.

 

The Board now comprises myself and Nick Mills, non-executive Director, who chairs the Remuneration and Nomination Committees, together with John Gahan. The Board intends to appoint another non-executive Director in due course, though this is not regarded as a priority at this time. The Board will also seek to appoint a permanent Chief Executive in due course.

 

Since John Gahan's appointment as Interim CEO, his focus has been on reorganising the structure of the business to achieve a substantial reduction in costs.  Additionally, I have reviewed and strengthened corporate governance processes.

 

While this has been a period of turbulence in the business, the steps taken are beginning to create stability. The Board's focus is on ensuring the Company is in a position to take advantage of the opportunities available in its key markets to achieve sustainable growth and profitability and to deliver shareholder value.

 

John Samuel

Chairman

 

 

Interim Chief Executive Officer Statement

 

Financial

·      Revenue increased by 117% to £21.8m (H1-25: £10.1m) boosted by the delivery of the significant Mace project revenue across 62 school sites

·      Gross profit increased to £3.7m (H1-25: £3.0m**)

o  Gross margin reduced to 17.0% (H1-25 30.6%**) reflecting a high proportion of revenue from the Mace project which was secured at a lower gross margin and also incurred unforeseen and unrecoverable inflationary cost increases of circa £0.5m on materials (due to the six month delay between award and installation work commencing) and the expensing of the £0.6m contract asset (costs incurred ahead of the contract commencement) booked in H2-25 which together reduced the reported H1-26 gross profit by £1.1m and gross margin by 5.0 percentage points

·      Adjusted EBITDA pre-central / plc costs increased to £2.2m (H1-25: £1.4m**) equivalent to circa 9.9% of revenue (H1-25: 14.4%**)

o  Central / plc costs remained at £0.9m (H1-25: £0.9m)

·      Adjusted EBITDA post central / plc costs increased by £0.7m to £1.2m (H1-25: £0.5m**)

·      Exceptional charge of £1.2m includes

o  £0.5m charge to restructure the business as part of a cost down exercise saving annualised costs of circa £2.0m in total

o  A non-cash share-based payments charge ("SBC") of £0.7m (H1-25: £0.4m)

·      Net working capital ("NWC") was in credit at £1.8m but had increased by £0.5m compared to the 31 December 2025 NWC credit position of £2.3m which adversely impacted the closing cash balance which reduced by £0.5m to £0.4m (31 December 2025: £0.9m; 30 June 2025: £3.1m)

·      As at 30 June 2026, there was £4.8m of cash yet to be collected on the Mace project in respect of work which has subsequently been completed but where the approval of the relevant paperwork is still in progress.  Most this cash was anticipated to have been collected before 30 June 2026

·      £0.5m of the February 2026 £1.0m secured loan from Harwood HoldCo Limited ("Harwood"), due for repayment on 31 July 2026, was repaid in May 2026

o  On 31 July 2026, Harwood agreed to extend the repayment of the loan balance of £0.5m to 30 November 2026. Interest to date on the loan has been paid and all other terms of the loan remain unchanged. Interest shall accrue at a rate of 1 per cent. per month, payable on repayment of the loan.

·      Total overheads excluding SBC, restructuring costs, depreciation and amortisation reduced to £2.5m (H1-25: £2.6m; FY25: £4.1m) and are being further addressed as part of the annualised £2.0m cost saving initiated in June 2026

·      Including IFRS16 liabilities, net (debt) increased by £0.9m to  (£2.2m) (31 December (£1.3m); (H1-25 net cash: £1.1m)

·      Net cash outflow from operating activities was £0.6m (H1-25: £5.3m inflow benefitted from the sale of the NatWest facility to Redaptive by £6.2m)

 

Operational

·      On 18 May 2026, John Gahan was appointed Interim CEO and took over responsibility of the Sales team. The sales pipeline has been restated to reflect a fairer assessment of investment grade opportunities that could potentially close, estimated at circa £66m in total. 

o  The re-assessment of the pipeline reflected only those opportunities which are generally more current in age and where we believe there is a healthy level of customer engagement with our sales team to progress an opportunity

·      In June 2026, the Board approved a cost saving proposal to reduce the overhead base by an annualised £2.0m.  This exercise was largely completed in June 2026 with the improvement in monthly cash flow benefit expected from the end of July 2026

o  In total, the restructuring and cost saving exercise is expected to reduce annual operating costs excluding SBC, amortisation and depreciation by around 50% and to generate annualised savings of circa £2.0m (FY25 adjusted operating costs on the same basis were circa £4.1m).  As a result, the management team has been reduced from a team of 10 to 5

o  The cost reduction exercise is expected to improve H2-26 Adjusted EBITDA by circa £1.0m

·      We entered H2-26 with contracted revenue of £3.0m (H1-25: £3.5m contracted revenue) and have contracted a further £2.5m of new orders since 30 June 2026 to date

·      The £40m NatWest facility signed in March 2024 has been terminated as it required the Group to invest circa 20% in every funded deal from the onset of the contract which rendered the facility challenging from a cash flow perspective

o  The termination of the NatWest facility resulted in a one-off exceptional charge of £0.3m which is included within interest and other charges to write off capitalised NatWest deal arrangement costs / fees

o  The Group now relies on the facility provided by Redaptive plus a small number of other alternative funders that operate in our markets offering competitive rates to customers

 

Outlook

·      Post the reduction in the pipeline of investment grade opportunities, on 22 June 2026 the Board reduced FY26 forecast revenue to £32.0m (FY25: £19.0m) and FY26 Adjusted EBITDA to £1.7m. The Company continues to trade in line with these expectations

·      Cost restructuring exercise saves an annualised £2.0m of overheads and underpins an improved Adjusted EBITDA performance going forward

·      eEnergy expects to be cash generative in H2-26 as the NWC built up as at 30 June 2026 unwinds into cash in the second half of the year

·      We continue to work on building the pipeline of revenue opportunities which is currently circa £66m and to focus on securing higher margin business

 

Notes

*Adjusted EBITDA is stated before share-based payments and exceptional items (including restructuring costs) and are those items which, in the opinion of the Directors, should be excluded to provide a consistent and comparable view of the underlying performance of the Group's ongoing business.

**Restated following a revision of an accounting policy in the FY25 report and accounts after the inclusion of £1.1m direct operational costs which were previously reported within administrative expenses and distribution costs.

 

Commenting on the results, John Gahan, CFO and Interim CEO, said: "H1-26 trading result delivered record first-half revenue of £21.8m and Adjusted EBITDA of £1.2m, but cash generation was poor, principally due to a build-up in working capital particularly related to major Solar PV projects.

 

We are already seeing the positive impact from streamlining the management and operational teams which has strengthened control over all aspects of the business. This is improving our understanding of the progress of ongoing projects.

 

The new management team is focussed on improving cash flow and aspires to deliver H2-26 results at least in line with expectations."

 

 

Investor Presentation

There will be an online presentation, open to all existing and potential shareholders, via Investor Meet Company at 10.00am on Thursday 6 August 2026. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 8am on 5 August 2026 or at any time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet eEnergy Group plc via:

https://www.investormeetcompany.com/eenergy-group-plc/register-investor

 

The person responsible for arranging for the release of this announcement on behalf of eEnergy is John Gahan, Interim Chief Executive Officer. 

 

For further information, please visit www.eenergy.com or contact:

 

eEnergy Group plc	Tel: +44 20 7078 9564
John Gahan Interim Chief Executive Officer	[email protected]
Strand Hanson Limited (Nominated Adviser)	Tel: +44 20 7409 3494
Richard Johnson, James Harris
Canaccord Genuity Limited (Broker)	Tel: +44 20 7523 8000
Max Hartley, Harry Pardoe (Corporate Broking)

About eEnergy Group plc

eEnergy (AIM: EAAS) designs and delivers energy-saving and energy-generating solutions to its customers reducing their costs and mitigating the impact of future increases in energy costs.  If a customer requires a funding solution (rather than pay for its own capex), eEnergy has a third party funder that will fund the up-front cost of investment on behalf of the customer whilst still ensuring immediate cash savings for the customer and over the life of the contract.

 

The Group is a leading supplier to the UK's education sector and has a growing presence supplying UK's healthcare sector including the NHS and the UK's Commercial and Industrial customer base with market leading LED and Solar solutions.

 

Further information is contained on the eEnergy Group plc website https://www.eenergy.com/homepage/about/

 

Consolidated statement of comprehensive income

For the six months to 30 June 2026

Continuing operations	Note	H1-26   £'000	H1-25 Restated (i) £'000	FY25   £'000
Revenue		21,828	10,065	19,001
Cost of sales		(18,112)	(6,982)	(12,711)
Gross profit		3,716	3,083	6,290
Administrative Expenses		(3,743)	(2,847)	(5,200)
Distribution costs		(364)	(403)	(740)
Operating (loss)/profit		(391)	(167)	350
Finance income		113	18	21
Finance expense		(870)	(1,701)	(2,802)
Loss before tax		(1,148)	(1,850)	(2,431)
Taxation		-	330	(962)
Loss for the year from continuing operations		(1,148)	(1,520)	(3,393)
Other comprehensive income Items that may subsequently be reclassified to profit or loss
Translation of foreign operations		3	(179)	(361)
Total other comprehensive income/(expense)		3	(179)	(361)
Total comprehensive loss for the year		(1,145)	(1,699)	(3,754)
Basic and diluted loss per share from continuing operations	5	(0.30)p	(0.39)p	(0.88)p

 

i     Following a change in accounting policy disclosed in the FY25 Final Results, the comparatives for the six months ended 30 June 2025 have been restated to reflect £1.1m of cost of sales formerly included in administrative expenses.

 

Reconciliation to Adjusted EBITDA (Non-GAAP Measure)	Note	H1-26 £'000	H1-25 £'000	FY25 £'000
Operating (loss)/profit		(391)	(167)	350
Adjustments for:
Depreciation and amortisation		384	274	1,011
Adjusting Items: (i) Share-Based Payment Charge	3	729	401	798
Adjusting Items: (i) Restructuring charge	3	500	-	-
Adjusted EBITDA (Non-GAAP Measure)		1,222	508	2,159

 

i     Items of income and expense that are considered by management for designation as adjusting items include items such as significant corporate restructuring costs including redundancy costs booked in H1-26, together with the non-cash share-based payment charge.

 

Reconciliation to Adjusted Overheadsi	Note	H1-26 £'000	H1-25 £'000	FY25 £'000
Administrative Expenses		(3,743)	(2,847)	(5,200)
Distribution costs		(364)	(403)	(740)
Operating costs		(4,107)	(3,250)	(5,940)
Adjustments for:
Depreciation and amortisation		384	274	1,011
Adjusting Items: (i) Share-Based Payment Charge	3	729	401	798
Adjusting Items: (i) Restructuring charge	3	500	-	-
		1,613	675	1,809
Adjustedi administrative Expenses		(2,130)	(2,172)	(3,391)
Distribution costs		(364)	(403)	(740)
Adjusted Overheadsi (Non-GAAP Measure)		(2,494)	(2,575)	(4,131)

 

i     Adjusted overheads exclude the impact of amortisation and depreciation (non-cash items), share-based payment charge (non-cash) and restructuring charges (non-repeating charge)

 

 

Consolidated statement of financial position

As at 30 June 2026

	Note	As at 30 June 2026 £'000	As at 30 June 2025 Restated (i) £'000	As at  31 December 2025 £'000
NON-CURRENT ASSETS
Property, plant and equipment		165	198	183
Intangible assets	6	3,266	3,589	3,321
Right of use assets		633	1,748	888
Financial assets		3,413	7,047	4,743
Deferred tax asset		1,150	2,868	1,150
		8,627	15,450	10,285
CURRENT ASSETS
Trade and other receivables		13,088	6,391	3,514
Financial assets		1,327	871	1,584
Deferred tax asset		359	-	359
Cash and cash equivalents		386	3,132	921
		15,160	10,394	6,378
TOTAL ASSETS		23,787	25,844	16,663
CURRENT LIABILITIES
Trade and other payables		(14,463)	(12,174)	(5,714)
Lease liabilities		(140)	(450)	(388)
Provisions		(443)	(446)	(71)
Financial liabilities		(1,726)	(1,508)	(2,443)
Borrowings		(538)	(145)	-
		(17,310)	(14,723)	(8,616)
Net current liabilities		(2,150)	(4,329)	(2,238)
NON-CURRENT LIABILITIES
Lease Liabilities		(536)	(1,487)	(536)
Borrowings		(1,358)	-	(1,288)
Deferred tax liability		(46)	(115)	(46)
Provisions		(299)	(394)	(305)
Financial liabilities		(4,202)	(7,117)	(5,420)
		(6,441)	(9,113)	(7,595)
TOTAL LIABILITIES		(23,751)	(23,836)	(16,211)
NET ASSETS		36	2,008	452
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Issued share capital		16,494	16,494	16,494
Share premium		49,319	49,319	49,319
Other reserves		1,787	2,862	3,276
Reverse acquisition reserve		(35,246)	(35,246)	(35,246)
Foreign currency translation reserve		(240)	(61)	(243)
Accumulated Losses		(32,078)	(31,360)	(33,148)
TOTAL EQUITY		36	2,008	452
		As at 30 June 2026 £'000	As at 30 June 2025 Restated (i) £'000	As at  31 December 2025 £'000
Net Working Capital		(1,818)	(6,229)	(2,271)

 

i     Following a change in accounting policy disclosed in the FY25 Final Results, the comparatives for the six months ended 30 June 2025 have been restated to reflect the changes to the opening balance sheet. .

 

Consolidated statement of cashflows

For the six months to 30 June 2026

 

	Note	H1-26 £'000	H1-25 £'000	FY25 £'000
Operating (loss)/profit		(391)	(167)	350
Adjustments for:
Depreciation and amortisation	2	384	274	1,011
Share-based payment expense	3	729	401	798
Capitalisation of internal staff costs		-	(20)	(68)
Operating cashflow before working capital movements		722	488	2,091
(Increase) in trade and other receivables		(9,828)	(3,319)	(968)
Increase/(Decrease) in trade and other payables		8,618	3,707	(2,859)
Decrease in financial assets		794	6,189	8,569
(Decrease) in financial liabilities		(1,089)	(1,353)	(3,484)
Refinancing of Aquila financial assets		(205)	-	-
Increase in exceptional provision		434	-	-
(Decrease)/Increase in provisions		(68)	(64)	(528)
(Increase) in deferred tax asset		-	(328)	-
		(1,344)	4,832	730
Net cash (outflow)/inflow from operating activities		(622)	5,320	2,821
Cashflow from investing activities
Expenditure on intangible assets	6	(16)	(139)	(139)
Purchase of plant, property and equipment		(21)	(4)	(24)
Net cash outflow from investing activities		(37)	(143)	(163)
Cashflow from financing activities
Net Interest paid		(71)	(6)	(603)
Repayment of lease liabilities	2	(305)	(235)	(641)
Proceeds from NatWest client facility	2	-	2,341	2,341
Proceeds from Harwood 2026 loan	2	1,000	-	1,500
Partial repayment of Harwood 2026 loan facility	2	(500)	-	-
Repayment of NatWest client borrowings		-	(6,462)	(6,651)
Net cash inflow/(outflow) from financing activities		124	(4,362)	(4,054)
Net (decrease)/increase in cash and cash equivalents		(535)	815	(1,396)
Cash and cash equivalents at the start of the period		921	2,317	2,317
Cash and cash equivalents at the end of the period		386	3,132	921

 

 

 

Consolidated statement of changes in equity

For the period ended 30 June 2026

	Share capital   £'000	Share premium   £'000	Other reserves   £000	Reverse acquisition reserve £'000	Foreign currency reserve £'000	Accumulated losses   £'000	Total equity     £'000
Balance as at 1 January 2026	16,494	49,319	3,276	(35,246)	(243)	(33,148)	452
Loss for the period	-	-	-	-	-	(1,148)	(1,148)
Other comprehensive income	-	-	-	-	3	-	3
Total comprehensive income/(expense) for the period	-	-	-	-	3	(1,148)	(1,145)
Recycling of share-based payment reserve	-	-	(2,218)	-	-	2,218	-
Equity settled share-based payments	-	-	729	-	-	-	729
Transactions with owners	-	-	(1,489)	-	-	2,218	729
As at 30 June 2026	16,494	49,319	1,787	(35,246)	(240)	(32,078)	36

 

	Share capital   £'000	Share premium   £'000	Other reserves   £000	Reverse acquisition reserve £'000	Foreign currency reserve £'000	Accumulated  losses   £'000	Total equity     £'000
Balance as at 1 January 2025	16,494	49,319	2,443	(35,246)	118	(29,886)	3,242
Loss for the period	-	-	-	-	-	(1,520)	(1,520)
Other comprehensive loss	-	-	-	-	(179)	-	(179)
Total comprehensive loss for the period	-	-	-	-	(179)	(1,520)	(1,699)
Warrants	-	-	64	-	-	-	64
Recycling of share-based payment reserve	-	-	(46)	-	-	46	-
Equity settled share-based payments	-	-	401	-	-	-	401
Transactions with owners	-	-	419	-	-	46	465
As at 30 June 2025	16,494	49,319	2,862	(35,246)	(61)	(31,360)	2,008

 

 

 

	Share capital   £'000	Share premium   £'000	Other reserves   £000	Reverse acquisition reserve £'000	Foreign currency reserve £'000	Accumulated losses   £'000	Total equity     £'000
Balance as at 1 January 2025	16,494	49,319	2,443	(35,246)	118	(29,886)	3,242
Loss for the year	-	-	-	-	-	(3,393)	(3,393)
Other comprehensive loss	-	-	-	-	(361)	-	(361)
Total comprehensive loss for the period	-	-	-	-	(361)	(3,393)	(3,754)
Warrants	-	-	166	-	-	-	166
Recycling of share-based payment reserve	-	-	(131)	-	-	131	-
Equity settled share-based payments	-	-	798	-	-	-	798
Transactions with owners	-	-	833	-	-	131	964
As at 31 December 2025	16,494	49,319	3,276	(35,246)	(243)	(33,148)	452

 

 

 

 

 

 

 

SELECTED NOTES TO THE FINANCIAL INFORMATION
For the six months ended 30 June 2026

 

1.     Basis of preparation

The condensed consolidated interim financial statements of eEnergy Group plc (the "Group") for the six month period ended 30 June 2026 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Report and Accounts for the 12 months period ended 31 December 2025, which was prepared under UK adopted international accounting standards (IFRS), and any public announcements made by eEnergy Group plc during the interim reporting period and since.

These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The statutory financial accounts for the financial year ended 31 December 2025 have been reported on by the company's auditor and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. 

The Interim Results for the six months ended 30 June 2026 should therefore be read in conjunction with the Final Results for FY2025.  As there is no requirement to do so, these condensed consolidated interim financial statements have not been audited or reviewed by the auditors.

Basis of preparation - going concern

The interim financial statements have been prepared under the going concern basis.

At 30 June 2026, the Group had cash of circa £0.4m (31 December 2025: £0.9m; 30 June 2025: £3.1m).

The Directors have a reasonable expectation that the company and Group have sufficient resources to continue to operate 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 support of key shareholders, future level of expected sales, the current level of resources, creditor support and the ability to trade within its available facilities.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate. The interim financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

Accounting policies

The accounting policies adopted are consistent with those of the previous financial period and corresponding interim reporting period.

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.

 

 

2.     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 six month period ended 30 June 2026 the Group had two operating segments, being Energy Services and Central / plc costs.

Energy Services and the Group's Central / plc costs in aggregate, form the continuing operations of the Group.

 

H1-26	Energy Services £'000	Central / plc   £'000	Total   £'000
Revenue	21,828	-	21,828
Cost of Sales (3rd Party)	(16,933)	-	(16,933)
Gross profit (3rd Party)	4,895	-	4,895
Cost of Sales (Internal) i	(1,179)	-	(1,179)
Gross profit (Statutory)	3,716	-	3,716
Administrative expenses before Adjusting items	(1,291)	(839)	(2,130)
Distribution costs	(259)	(105)	(364)
Adjusted EBITDA	2,166	(944)	1,222
Adjusting Items - Share-Based payment Charge	-	(729)	(729)
Adjusting Items - Restructuring charge	(300)	(200)	(500)
EBITDA	1,866	(1,873)	(7)
Amortisation	(48)	(23)	(71)
Depreciation	(71)	(242)	(313)
Operating profit/(loss)	1,747	(2,138)	(391)
Finance income	113	-	113
Finance costs	(617)	(253)	(870)
Profit/(loss) before tax	1,243	(2,391)	(1,148)
Taxation	-	-	-
Profit/(loss) after tax	1,243	(2,391)	(1,148)

(i) - Cost of sales (Internal) includes the costs of the operational team which for statutory reporting purposes are included within cost of goods sold to arrive at Gross profit (Statutory).

H1-25	Energy Services £'000	Central / plc   £'000	Total   £'000
Revenue	10,065	-	10,065
Cost of Sales (3rd Party)	(5,882)	-	(5,882)
Gross profit (3rd Party)	4,183	-	4,183
Cost of Sales (Internal) i	(1,100)	-	(1,100)
Gross profit (Statutory)	3,083	-	3,083
Administrative expenses before Adjusting items	(1,348)	(824)	(2,172)
Distribution costs	(290)	(113)	(403)
Adjusted EBITDA	1,445	(937)	508
Adjusting Items - Share-Based Payment Charge	-	(401)	(401)
EBITDA	1,445	(1,338)	107
Amortisation	(104)	(13)	(117)
Depreciation	-	(157)	(157)
Operating profit/(loss)	1,341	(1,508)	(167)
Finance income	15	3	18
Finance costs	(1,612)	(89)	(1,701)
Profit/(loss) before tax	(256)	(1,594)	(1,850)
Taxation	330	-	330
Profit/(loss) after tax	74	(1,594)	(1,520)

(i) - Cost of sales (Internal) includes the costs of the operational team which for statutory reporting purposes are included within cost of goods sold to arrive at Gross profit (Statutory).

 

 

FY25	Energy Services £'000	Central / plc   £'000	Total   £'000
Revenue	19,001	-	19,001
Cost of Sales (3rd Party)	(10,511)	-	(10,511)
Gross profit (3rd Party)	8,490	-	8,490
Cost of Sales (Internal) i	(2,200)	-	(2,200)
Gross profit (Statutory)	6,290	-	6,290
Administrative expenses before Adjusting items	(1,704)	(1,687)	(3,391)
Distribution costs	(456)	(284)	(740)
Adjusted EBITDA	4,130	(1,971)	2,159
Adjusting Items - SBC	-	(798)	(798)
EBITDA	4,130	(2,769)	1,361
Amortisation	(379)	(26)	(405)
Depreciation	(168)	(438)	(606)
Operating profit/(loss)	3,583	(3,233)	350
Finance income	17	4	21
Finance costs	(2,417)	(385)	(2,802)
Profit/(loss) before tax	1,183	(3,614)	(2,431)
Taxation	(962)	-	(962)
Profit/(loss) after tax	221	(3,614)	(3,393)

(i) - Cost of sales (Internal) includes the costs of the operational team which for statutory reporting purposes are included within cost of goods sold to arrive at Gross profit (Statutory).

 

Reconciliation of movement in net cash / (debt)

	As at 1 January 2026 £'000	New borrowings   £'000	Interest added to debt £'000	Debt repaid   £'000	Other cashflows   £'000	Other adjustments   £'000	As at 30 June 2026   £'000
Cash at bank	921	1,000	-	(805)	(730)	-	386
Borrowings	(1,288)	(1,000)	(213)	500	-	105	(1,896)
Net cash/(debt) excluding lease liabilities	(367)	-	(213)	(305)	(730)	105	(1,510)
Lease liabilities	(924)	(103)	(42)	305	-	88	(676)
Net cash/(debt)	(1,291)	(103)	(255)	-	(730)	193	(2,186)

 

	As at 1 January 2025 £'000	New borrowings   £'000	Interest added to debt £'000	Debt repaid   £'000	Other cashflows   £'000	Other adjustments   £'000	As at 30 June 2025   £'000
Cash at bank	2,317	2,341	-	(6,697)	5,171	-	3,132
Borrowings	(3,755)	(2,341)	(295)	6,462	-	(216)	(145)
Net cash/(debt) excluding lease liabilities	(1,438)	-	(295)	(235)	5,171	(216)	2,987
Lease liabilities	(1,501)	(612)	(59)	235	-	-	(1,937)
Net cash/(debt)	(2,939)	(612)	(354)	-	5,171	(216)	1,050

 

	As at 1 January 2025 £'000	New borrowings   £'000	Interest added to debt £'000	Debt repaid   £'000	Other cashflows   £'000	Other adjustments   £'000	As at 31 December 2025 £'000
Cash at bank	2,317	3,841	-	(7,292)	2,055	-	921
Borrowings	(3,755)	(3,841)	(357)	6,651	-	14	(1,288)
Net cash/(debt) excluding lease liabilities	(1,438)	-	(357)	(641)	2,055	14	(367)
Lease liabilities	(1,501)	(518)	(134)	641	-	588	(924)
Net cash/(debt)	(2,939)	(518)	(491)	-	2,055	602	(1,291)

 

 

3.     Adjusting Items - Non-GAAP Measure

The business is managed and measured on a day-to-day basis based on the underlying results ("Adjusted EBITDA"), a non-GAAP measure.

This is an important metric within the business that the Board uses to monitor performance and guide strategic business decisions. The metric captures the Board's view of underlying trading performance.  Further details of the categories considered as adjusting items are detailed in the table below. The Board 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 and share-based payment expense.

	H1-26 £'000	H1-25 £'000	FY25 £'000
Restructuring charge	500	-	-
Share-based payment charge	729	401	798
	1,229	401	798

 

Restructuring charge in H1-26 was £0.5m (which includes, PILON, legal fees, redundancy costs and lease termination fees) and as such the Board decided to report these costs as exceptional and non-recurring operating costs outside of continuing operations. The share-based payment charge of £0.7m in H1-26 includes the recognition of remaining costs on all share options that lapsed in the period.

The Board believes Adjusted EBITDA figure represents EBITDA after the non-cash share-based payment charge has been added back, in addition to the removal of restructuring costs. 

Adjusted EBITDA figure after the deduction of cash cost of the net interest paid of £0.1m was £1.2m (H1-25: £0.5m; FY25: £1.6m) in the period before taking account of the movement in NWC.

 

4.     Finance income and expenses

	H1-26 £'000	H1-25 £'000	FY25 £'000
Interest expense - borrowings	175	300	357
Unwind of warrants	40	-	12
Refinancing of NatWest financial assets	-	789	789
Termination of NatWest customer facility	276	-	-
Refinancing of Aquila financial assets	75	-	-
Unwind of financial liabilities	193	259	533
Finance charge on lease assets	46	59	132
Loss on foreign exchange	-	205	456
Other finance costs	65	89	523
	870	1,701	2,802
Interest income	(1)	(18)	(21)
Gain on foreign exchange	(112)	-	-
	(113)	(18)	(21)
Net finance expense	757	1,683	2,781
	H1-26 £'000	H1-25 £'000	FY25 £'000
Net cash cost of interest paid	276	6	603

 

During H1-26 the Group refinanced the Aquila SPV, settling the outstanding funder liability and novating all historic Energy-as-a-Service ("EAAS") contracts to Redaptive. The transaction generated a book loss of £75,000 which was recognised as a finance expense following the settlement of the financial asset and liability. The Group incurred a £205,000 cash outflow on final settlement of the Aquila SPV in addition to £71,000 of interest paid in H1-26 (H1-25: £6,000, FY25: £603,000).

5.     Earnings per share

The calculation of the basic and diluted earnings per share are calculated by dividing the loss for the period by the weighted average number of ordinary shares in issue during the period.

Earnings per share	H1-26 £'000	H1-25 £'000	FY25 £'000
Loss for the period	(1,148)	(1,520)	(3,393)
Weighted number of ordinary shares in issue	387,224,625	387,224,625	387,224,625
Basic earnings per share (pence)	(0.30)	(0.39)	(0.88)
Weighted number of dilutive instruments in issue	-	-	-
Weighted number of ordinary shares and dilutive instruments in issue	387,224,625	387,224,625	387,224,625
Diluted earnings per share (pence)	(0.30)	(0.39)	(0.88)

 

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 in the current or prior periods as they are anti-dilutive.

The total number of remaining contingently issuable shares (all of which are subject to vesting criteria) as at 30 June 2026 amounted to 67.3 million, see note 8 for further details.

 

6.     Intangible assets

The intangible assets primarily relate to the goodwill and separately identifiable intangible assets arising on the Group's historical acquisitions. The Board evaluates the intangible asset for indications of impairment at each reporting period end in line with the Group's accounting policies.

	Goodwill £'000	Software £'000	Total £'000
Cost
As at 1 January 2026	3,010	785	3,795
Additions	-	16	16
As at 30 June 2026	3,010	801	3,811
Amortisation
As at 1 January 2026	-	(474)	(474)
Charge for the period	-	(71)	(71)
As at 30 June 2026	-	(545)	(545)
Net book value
As at 1 January 2026	3,010	311	3,321
As at 30 June 2026	3,010	256	3,266

 

	Goodwill £'000	Software £'000	Total £'000
Cost
As at 1 January 2025	3,010	502	3,512
Additions	-	159	159
As at 30 June 2025	3,010	661	3,671
Amortisation
As at 1 January 2025	-	(69)	(69)
Charge for the period	-	(13)	(13)
As at 30 June 2025	-	(82)	(82)
Net book value
As at 1 January 2026	3,010	433	3,443
As at 30 June 2026	3,010	579	3,589

 

 

 

 

	Goodwill £'000	Software £'000	Total £'000
Cost
As at 1 January 2025	3,010	502	3,512
Additions	-	283	283
As at 31 December 2025	3,010	785	3,795
Amortisation
As at 1 January 2025	-	(69)	(69)
Charge for the period	-	(405)	(405)
As at 31 December 2025	-	(474)	(474)
Net book value
As at 1 January 2025	3,010	433	3,443
As at 31 December 2025	3,010	311	3,321

 

7      Related party transactions

Key management personnel are considered to be the Board of Directors. The amount payable to the Board of Directors for the six month period ended 30 June 2026 was £0.3m analysed as follows:

	Salary and fees £	Pension and benefits £	Bonus £	H1-26 Total £	H1-25 Total £	FY 2025 Total £
Harvey Sinclair (resigned 17 May 2026)	118,750	18,293	-	137,043	162,251	349,502
John Gahan	107,500	7,087	-	114,587	107,087	239,174
Nigel Burton (resigned 26 June 2026)	25,500	-	-	25,500	25,500	51,000
Andrew Lawley (resigned 26 June 2026)	22,500	581	-	23,081	23,081	46,163
Gary Worby (resigned 30 June 2026)	22,500	581	-	23,081	23,081	46,163
Crispin Goldsmith (resigned 30 September 2024)	-	-	-	-	7,260	7,260
John Samuel (appointed 13 May 2026)	5,625	-	-	5,625	-	-
Total	302,375	26,542	-	328,917	348,260	739,262

 

Harvey Sinclair received remuneration from the Company up to 31 May 2026 at which point he left the business.  No further remuneration is payable to Mr Sinclair and there was no compensation for loss of office.

By 30 June 2026 and in accordance with the rules of the option scheme all outstanding options previously granted to Harvey Sinclair and Andrew Lawley lapsed when they ceased to be employees.

Harwood Holdco Limited is a member of the Harwood Capital LLP Group, which holds a 12.27% stake in eEnergy Group plc.

On 19 January 2026, Nicholas Mills who is a Director of Harwood Capital LLP, became a Non-Executive Director of eEnergy Group plc, for which he does not receive any remuneration.

On 12 November 2025, eEnergy Group plc completed a utilisation request for £1,500,000 from Harwood Holdco Limited. This loan facility incurs interest at 10% per annum with a repayment date of 12 November 2026. eEnergy Group plc has the option to extend the loan facility for a further 6 month period to 12 May 2027 with an increased interest rate of 12.5%. A final 6 month extension is optional to 12 November 2027 incurring interest at 15% per annum.

Alongside this loan, the Board granted warrants over 8,653,846 ordinary shares of 0.3 pence each in the capital of the Company to Harwood at a strike price of 5.2 pence per Ordinary Share. The warrants will be exercisable, in whole or in part, at any time until 12 November 2030.

In the event that the Company raises funds by way of an equity financing round where Ordinary Shares are issued in exchange for cash at a price per Ordinary Share of less than £0.052, the strike price will be amended to reflect the issue price per Ordinary Share, provided that this shall not, for the avoidance of doubt, apply to any funds raised from (a) any subscription monies for the Warrant Shares pursuant to this instrument; or (b) any Ordinary Shares issued on the exercise of any option granted to an employee, officer or consultant of the Company. Any Warrants that remain unexercised at the end of the Subscription Period shall lapse and terminate immediately on such expiry without further notice and shall be of no further force or effect.

As at 30 June 2026, the balance outstanding to Harwood Holdco Limited on the loan facility including interest was £1,594,000, in addition to £114,000 of capitalised debt fees and £116,000 of capitalised warrant fees to be unwound over the remaining course of the facility.

On 20 February 2026, the Group secured a further £1.0m facility from Harwood Holdco Limited.  On 29 May 2025 £500,000 was repaid to Harwood Holdco Limited. The facility incurs interest at 12% per annum and was repayable on 31 July 2026. Harwood Holdco Limited has agreed to extend the repayment date for the second £500,000 until 30 November 2026. As at 30 June 2026, the balance outstanding on this loan facility including interest was £538,000, in addition to £6,000 of capitalised debt fees to be unwound over the course of the facility.

 

8      Share-based payments and share options

(i)            Growth Shares

All Growth Shares lapsed during the 6 month period ended 30 June 2026.

 

(ii)           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 Company issued the 2024 EMI scheme. The scheme runs over a 3-year period with EMI options qualifying under Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003.  Options 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 equal to or more than 15.80 pence - 100% of options exercisable.

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, the total share-based payment charge expensed was £729,000 (H1-25: £401,000, FY25 : £798,000) and recognised in the Statement of comprehensive income in relation to this scheme. This is due to the recognition in full of remaining IFRS 2 Share-Based Payment Expense for options that have lapsed during the period, including those for Harvey Sinclair and Andrew Lawley.

Malus, clawback and leaver provisions apply to the MIP as outlined in the Admission Document.

 

 

Date of grant	Number of options 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	28,080,000	3	£0.0655	1	£0.003	56%	3	4.11%	£0.055
26 Feb 2024	8,000,000	3	£0.0655	1	£0.003	56%	3	4.11%	£0.056
26 Feb 2024	11,000,000	3	£0.0655	2	£0.003	56%	3	4.11%	£0.052
26 Feb 2024	7,975,000	3	£0.0655	10	£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
5 Feb 2025	500,000	2	£0.0480	1	£0.003	56%	2	4.11%	£0.018
17 Nov 2025	5,650,000	2	£0.0470	5	£0.003	61%	2	3.68%	£0.014

 

Date of grant	Number of options originally granted	Vested	Lapsed / relinquished	Outstanding as at 30 June 2026
26 Feb 2024	55,055,000	-	(45,897,766)	9,157,234
19 Dec 2024	3,900,000	-	-	3,900,000
5 Feb 2025	500,000	-	-	500,000
17 Nov 2025	5,650,000	-	(2,634,252)	3,015,748
	65,105,000	-	(48,532,018)	16,572,982

 

Date of grant	Number of options originally granted	Vested	Lapsed / relinquished	Outstanding as at 30 June 2025
26 Feb 2024	55,055,000	-	(11,150,000)	43,905,000
19 Dec 2024	3,900,000	-		3,900,000
5 Feb 2025	500,000	-		500,000
	59,455,000	-	(11,150,000)	48,305,000

 

Date of grant	Number of options originally granted	Vested	Lapsed / relinquished	Outstanding as at 31 December 2025
26 Feb 2024	55,055,000	-	(12,150,000)	42,905,000
19 Dec 2024	3,900,000	-		3,900,000
5 Feb 2025	500,000	-		500,000
17 Nov 2025	5,650,000	-		5,650,000
	65,105,000	-	(12,150,000)	52,955,000

 

 

(iii)       Other share options or warrants

On 25 November 2022, the Group obtained £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  based on the Black-Scholes model which was 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.

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%

 

On 12 November 2025, eEnergy Group plc completed a utilisation request for £1,500,000 from Harwood Holdco Limited The Company agreed to grant warrants over 8,653,846 ordinary shares of 0.3 pence each in the capital of the Company to Harwood at a strike price of 5.2 pence per Ordinary Share. The Warrants will be exercisable, in whole or in part, at any time until 12 November 2030. In the event that the Company raises funds by way of an equity financing round where Ordinary Shares are issued in exchange for cash at a price per Ordinary Share of less than £0.052, the strike price will be amended to reflect the issue price per Ordinary Share, provided that this shall not, for the avoidance of doubt, apply to any funds raised from (a) any subscription monies for the Warrant Shares pursuant to this Instrument; or (b) any Ordinary Shares issued on the exercise of any option granted to an employee, officer or consultant of the Company. Any Warrants that remain unexercised at the end of the Subscription Period shall lapse and terminate immediately on such expiry without further notice and shall be of no further force or effect.

 

Date of grant	Number of warrants	Share price	Exercise price	Expected volatility	Expected life	Risk free rate	Expected dividends
13 Nov 2025	8,653,846	£0.0480	£0.052	62.00%	5	3.65%	0.00%

 

The total fair value of the warrants £164,000 was recognised as an addition to the warrant reserve in the year ended 31 December 2025. The expense was then capitalised against the Harwood borrowings balance to be recognised at amortised cost matched over the life of the agreement.

 

Total contingently issuable shares

	H1-26  2026	H1-25  2025	FY25 2025
Warrants	50,737,174	42,083,328	50,737,174
Share Options	16,572,982	48,305,000	52,955,000
	67,310,156	90,388,328	103,692,174

 

The number and weighted average exercise price of the share options and warrants are as follows:

	H1-26	H1-26	FY25	FY25
	Weighted average exercise price	No. of share options	Weighted average exercise price	No. of share options
Outstanding at the beginning of the year/period	3.326 pence	103,692,174	3.325 pence	92,635,257
Granted during the year/period	-	-	3.164 pence	14,803,846
Lapsed during the year/period	3.000 pence	(36,382,018)	3.328 pence	(3,746,929)
Outstanding at the end of the year/period	4.494 pence	67,310,156	3.326 pence	103,692,174
Exercisable at  the  end/period	-	-	-	-

 

Share options and warrants outstanding as at 30 June 2026 amounting to 67,310,156 shares had a weighted average exercise price of 4.494 pence (31 December 2025: weighted average exercise price of 3.326 pence) and a weighted average contractual life of 1.05 years (2025: 2.69 years).

To date no share options have been exercised.

-ends-