NOTES TO THE FINANCIAL STATEMENTS

 

1.    General Information

 

EnergyPathways plc (the "Company" or "EnergyPathways") is a company incorporated in England and Wales under the Companies Act 2006 with the registered number 13201653. The Company's registered office is Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH.

 

The principal activity of the Group is targeting lower emission energy solutions that provide affordable reliable energy to the UK market. The initial focus is to develop the 100% owned and operated Marram Energy Storage Hub ("MESH") project. MESH which has potential to integrate new technologies and energy systems (such as gas to power, renewables, CCS, compressed air and hydrogen) in support of the pathway to develop a lower carbon economy. MESH is a new large scale energy storage facility that is expected to provide a secure and dependable supply of natural gas, green hydrogen and compressed air energy for the UK market for over 20 years. MESH has been designed as a fully decarbonised and electrified zero emission facility that is to be powered by the renewable wind farms of the UK Irish Sea region. EnergyPathways aims to play a leading role in supporting the UK's energy transition and development of a hydrogen economy.

 

The financial statements presented for Group are for the year ended 31 December 2024.

 

 

2.   Summary of significant accounting policies

 

The principal accounting principles applied in the preparation of these financial statements are set out below. These principles have been consistently applied to all years presented, unless otherwise stated.

 

2.1. Basis of preparation

 

The financial statements have been prepared in accordance with UK adopted International Accounting Standards (IAS).

 

The financial statements have been prepared under the historical cost convention.

 

2.2. Basis of Consolidation

 

The financial statements consolidate the financial information of the Company and its subsidiaries EnergyPathways UK Holdings Ltd and EnergyPathways Irish Sea Limited (together "the Subsidiaries") at the reporting date. Subsidiaries are consolidated into the Group when control is achieved, defined as where the Company has the power to govern the financial and operating policies of an investee entity, has the rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of the Subsidiaries included in the financial information are from the effective date of acquisition. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

 

 

 

 

The Company has two subsidiaries as follows:

Company	Country of Incorporation	Incorporated	Interest
EnergyPathways UK Holdings Ltd	United Kingdom	16 July 2021	100%
EnergyPathways Irish Sea Limited	United Kingdom	11 August 2021	100%

 

EnergyPathways plc has used the exemption granted under s408 of the Companies Act 2006 that allows for the non-disclosure of the Income Statement of the parent company. The after-tax loss attributable to EnergyPathways plc for the year ended 31 December 2024 was £1,053,822 (10-month period ended 31 December 2023: £730,971).

 

2.3. Going concern

 

The Group meets its working capital requirements from its cash and cash equivalents. The Group is pre-revenue, and to date has raised finance for its activities through the issue of equity. The Directors have prepared a detailed forecast for the 12 months following the date of signing this report based on forecasted expenditure, including all required spend to meet short term licence requirements. This forecast has been stress tested by Management. However the Group's ability to meet future operational objectives through to first production of gas from the Marram Gas Project will be reliant on raising further finance. 

 

The Directors are confident that further funds can be raised and it is appropriate to prepare the financial statements on a going concern basis, however there can be no certainty that any financing will complete.  These conditions indicate existence of a material uncertainty related to events or conditions that may cast significant doubt about the Group's ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The auditors have made reference to this material uncertainty within their audit report. These financial statements do not include the adjustments that would be required if the Group could not continue as a going concern.

 

2.4. Changes in accounting policies

 

2.4.1.   New standards, amendments to standards and interpretations

 

i)          New and amended standards adopted by the Group

 

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. A number of amendments and revisions were applicable for the year ended 31 December 2024 but did not result in any material changes to the financial statements of the Group.

 

Of the other IFRS and IFRIC amendments, none are expected to have a material effect on the future Group Financial Statements.

 

ii)         New and amended standards not yet adopted by the Group

 

The Directors do not believe that the implementation of new standards, amended standards and interpretations issued but not yet effective and have not been early adopted early will have a material impact once implemented in future periods.

 

2.5. Foreign currency

 

2.5.1.   Functional and presentation currency

 

Items in the Company's financial statements are measured in the currency of the primary economic environment in which the entity operates (functional currency). The functional currency of the Company is Pounds sterling (£), which is also the presentation currency for these financial statements.

 

Monetary amounts in these financial statements are rounded to the nearest £.

 

 

                                      2.5.2.Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs.' All other foreign exchange gains and losses are presented in the income statement within 'Other (losses)/gains.'

 

 

2.6. Taxation

 

Tax is recognised in the Consolidated Statement of Comprehensive Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively. Deferred tax assets are not brought to account in the Consolidated Statement of Financial Position until there is a reasonable expectation that these assets will be realised.

 

 

2.7. Intangible assets

 

Exploration and evaluation expenditures (E&E)

 

The Group applies the successful efforts method of accounting for oil and gas assets, having regard to the requirements of IFRS 6 'Exploration for and Evaluation of Mineral Resources'. Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the Statement of Comprehensive Income.

 

All licence acquisitions, exploration and evaluation costs are capitalised, a share of administration costs is capitalised insofar as they relate to exploration, evaluation and development activities. These costs are written off unless commercial reserves have been established or the determination process has not been completed and there are no indications of impairment. If a project is deemed commercial, all of the attributable costs are transferred into Property, Plant and Equipment. These costs are then depreciated from the commencement of production on a unit of production basis.

 

2.8. Impairment of non-financial assets

 

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount.

 

An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use.

 

In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

 

2.9. Financial Instruments

 

2.9.1 Initial recognition

A financial asset or financial liability is recognised in the statement of financial position of the Group when it arises or when the Group becomes a party to the contractual terms of the financial instrument.

 

2.9.2 Classification

Financial assets at amortised cost

 

The Group measures financial assets at amortised cost if both of the following conditions are met:

 

(1)  the asset is held within a business model whose objective is to collect contractual cash flows; and

 

(2)  the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

 

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

 

Financial liabilities at amortised cost

 

Financial liabilities measured at amortised cost using the effective interest rate method include current trade and other payables that are short term in nature. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.

 

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

 

2.9.3. Derecognition

 

A financial asset is derecognised when:

 

(1)  the rights to receive cash flows from the asset have expired, or

 

(2)  the Group has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.

 

 

2.9.4 Impairment

 

The Group recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Group expects to receive. Regarding trade receivables, the Group applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

 

 

2.10.  Property, plant & equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

 

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, on the following bases:

 

Computer equipment	- 33% on cost
Motor vehicles	- 33% on cost

 

 

2.11.  Trade and other receivables

 

Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.

 

 

2.12.  Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.

 

 

2.13.  Share capital

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

 

2.14.  Share premium

 

Share premium account represents the excess of the issue price over the par value on shares issued. Incremental costs incurred directly, or warrants issued in connection with the issue of new ordinary shares or are shown in equity as a deduction, net of tax, from the proceeds.

 

 

2.15.  Trade payables

 

These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.

 

 

   2.16. Finance income and finance costs

 

Finance income comprises interest income on bank funds.  Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance costs comprise interest expense on borrowings. Borrowing costs are recognised in profit or loss in the period in which they are incurred.

 

 

   2.17. Earnings per share

 

Basic Earnings per share is calculated as profit attributable to equity holders of the parent for the period divided by the weighted average number of ordinary shares, adjusted for any bonus element.

 

 

   2.18.             Operating segments

 

The Chief Operating Decision Maker (CO DM) is considered to be the Board of Directors. They consider that the Group operates in a single segment, that of energy infrastructure and energy production, in a single geographical location, the East Irish Sea of the United Kingdom. As a result, the financial information of the single segment is the same as set out in the Consolidated Statement of Comprehensive Loss, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cashflows.

 

 

   2.19.             Share Based Payments

 

Where options or warrants are awarded for services, the fair value, at the grant date, of equity-settled share awards is charged to income or loss over the period for which the benefits of employees and others providing similar services are expected to be received.  The corresponding accrued entitlement is recorded in the share based payments reserve.  The amount recognised as an expense is adjusted to reflect the number of share options or warrants expected to vest. The fair value of options and warrants awards is calculated using the Black-Scholes option pricing model which considers the following factors:

 

·    Exercise price	·    Current market price of the underlying shares
·    Expected life of the award	·    Risk-free interest rate
·    Expected volatility

 

When equity instruments are modified, if the modification increases the fair value of the award, the additional cost must be recognised over the period from the modification date until the vesting date of the modified award.

 

 

3.   Significant accounting estimates and judgements, estimates and assumptions

 

The preparation of financial statements using accounting policies consistent with IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of income and expenses. The preparation of financial statements also requires the Directors to exercise judgement in the process of applying the accounting policies. Changes in estimates, assumptions and judgements can have a significant impact on the financial statements.

 

Recoverable value of intangible assets (refer to note 11)

 

As at 31 December 2024, the Group held gas development intangible assets of £1,397,020 (2023: £729,931). The carrying values of intangible assets are assessed for indications of impairment, as set out in IFRS 6, on an annual basis. As part of this impairment assessment, the recoverable value of the intangible assets is required to be estimated.

 

When estimating the recoverable value of the intangibles Management consider the proved, probable and potential resources per the latest CPR, likely production costs and the forecasted gas prices.

 

As a result of the budget development costs, the licence being valid and the assessed recoverable value of the intangibles being in excess of the carrying value, Management do not consider that any intangible assets are impaired as at 31 December 2024.

 

These estimates and assumptions are subject to risk and uncertainty and therefore a possibility that changes in circumstances will impact the assessment of impairment indicators.

 

There was only one critical judgement identified, being the determination on impairment of intangible assets, apart from those involving estimations (which are dealt with separately above) that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

 

Fair value of share-based-payments

 

The Company has made awards of Director and Management options and warrants over its unissued share capital.

 

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates.  The key judgement involved the determination of an appropriate of volatility, which has been estimated based on the average historic volatility of the share prices of a selection of three peer companies for a period equal to the expected term from the grant date. Further detail on the assumptions has been described in more detail in note 19 to these Group Financial Statements.

 

 

4.   Reverse acquisition and admission to AIM

 

On 20 December 2023, the Company acquired the entire issued share capital of EnergyPathways UK Holdings Ltd, a private company incorporated in the United Kingdom, by way of a share for share exchange.

 

Although the transaction resulted in EnergyPathways UK Holdings Ltd becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition in as much as the shareholders of EnergyPathways UK Holdings Ltd own a substantial majority of the outstanding ordinary shares of the Company and all 6 members of the Board of Directors of the Company are EnergyPathways UK Holdings Ltd shareholders and management.

In substance, the shareholders of EnergyPathways UK Holdings Ltd acquired a controlling interest in the Company and the transaction has therefore been accounted for as a reverse acquisition ("RTO"). As the Company previously discontinued its investment activities and was engaged in acquiring EnergyPathways UK Holdings Ltd and raising equity financing to provide the required funding for the operations of the acquisition and admission of the Company's shares to trading on the AIM market of the London Stock Exchange ("AIM"), it did not meet the definition of a business according to the definition in IFRS 3. Accordingly, this reverse acquisition  does not constitute a business combination and was accounted for in accordance with IFRS 2 Share-based payment and IFRIC guidance, with the difference between the equity value given up by the EnergyPathways UK Holdings Ltd shareholders and the share of the fair value of net assets gained by the EnergyPathways UK Holdings Ltd shareholders charged to the statement of comprehensive income as the cost of admission to AIM.

 

Following the completion of the transaction the Company changed its name to EnergyPathways plc.

 

In accordance with reverse acquisition accounting principles, these consolidated financial statements represent a continuation of the consolidated financial statements of EnergyPathways UK Holdings Ltd and include:

 

a.   The assets and liabilities of EnergyPathways UK Holdings Ltd at their pre-acquisition carrying amounts and the results for both periods; and

 

b.  The assets and liabilities of the Company as at 31 December 2023 and its results from 20 December 2023 to 31 December 2023,

 

On 20 December 2023, the Company issued 68,013,885 shares for all 143,333,324 ordinary shares, 15,100,000 performance shares and 20,000,000 warrants of EnergyPathways UK Holdings Ltd.

 

As of 20 December 2023, the last quoted share price of Dial Square Investments Plc (renamed EnergyPathways PLC upon completion of the transaction) was £0.0325 and therefore this valued the investment in EnergyPathways UK Holdings Ltd at £862,875.

 

Because the legal subsidiary, EnergyPathways UK Holdings Ltd, was treated as the accounting acquirer and the legal Parent Company, Dial Square Investments Plc, was treated as the accounting subsidiary, the fair value of the shares deemed to have been issued by EnergyPathways UK Holdings Ltd was calculated at £1,213,303 based on an assessment of the purchase consideration for an 100% holding in EnergyPathways plc.

 

 

4. Reverse acquisition and admission to AIM (continued)

 

The fair value of net assets of   Dial Square Investments plc was as follows:

 

	£
Cash and cash equivalents	238,320
Other assets	205,545
Liabilities	(245,832)
Net assets	198,033

 

The difference between the deemed cost and the fair value of the net assets acquired of £1,015,270 has been expensed in accordance with IFRS 2, Share based payments, reflecting the economic cost to the EnergyPathways UK Holdings Ltd shareholders of acquiring a quoted entity.

 

The transfers to retained earnings that arose pursuant to the RTO are as follows:

 

	Year Ended 31 December 2023
	£
As at start of year	-
Pre-acquisition losses of EnergyPathways plc 1	(695,748)
EnergyPathways UK Holdings Ltd issued capital at acquisition2	1,108,510
Investment in EnergyPathways UK Holdings Ltd 3	(2,734,160)
Reverse acquisition expense4	1,015,270
Total	(1,306,128)

 

The movements within retained earnings relating to the RTO are as follows:

1) These consolidated financial statements present the legal capital structure of the Company. However, under reverse acquisition accounting rules, the Company was not acquired until 20 December 2023 and therefore the entry above is required to eliminate the initial retained losses of the Company.

2)  EnergyPathways UK Holdings Ltd had issued share capital of equivalent to £1,108,510 as at 20 December 2023. As these financial statements present the capital structure of the parent entity, the issue of equity by EnergyPathways UK Holdings Ltd has been transferred to this reserve.

3)  The Company issued 68,013,885 shares at 4 pence each, totalling £2,720,555 for the entire issued capital of EnergyPathways UK Holdings Ltd, as well as stamp duty of £13,605. The above entry is required to eliminate the balance sheet impact of this transaction.

4) The reverse acquisition accounting is described in detail in note 4. The entry above represents the difference between the value of the equity issued by the Company, and the deemed consideration given by EnergyPathways UK Holdings Ltd to acquire the Company.

 

 

 

5.   Administrative expenses

 

	Note	Group 2024		Group 2023
		£		£
Audit fees	7	30,000		30,000
Consultants and advisors		230,640		198,393
Corporate & regulatory costs		139,007		-
Insurance		21,043		15,832
Other		16,527		10,812
Professional fees		10,626		35,833
Share based payments	19	178,000		202,000
Travel		6,780		(3,121)
Wages & salaries		437,654		105,363
Depreciation	12	2,062		-
Foreign Exchange		(50)		1,264
		1,072,289		596,376

 

 

 

6.   Finance income & finance costs

 

	Group 2024		Group 2023
	£		£
Finance income
Interest received	365		72
Finance costs
Interest expense	(1,225)		(809)
Net finance costs	(860)		(737)

 

 

 

7.   Auditor's Remuneration

 

	Group		Group
	2024		2023
	£		£
Audit of the financial statements	30,000		30,000
	30,000		30,000

 

 

 

8.   Staff numbers and costs

 

	Group		Group
	2024		2023
Staff costs (including directors)	£		£
Consultancy fees	154,694		219,431
Wages and salaries	437,564		105,363
Pensions & Social security	7,966		-
Share based payments	163,000		40,000
	763,224		364,794

 

 

The average number of persons (including directors) employed by the Company during the year to 31 December 2024 was:

 

Group and Company	Year to 31 December 2024		10-month period to 31 December 2023
Directors	6		2
	6		2

 

		Group		Group
		2024		2023
Director emoluments	Note	£		£
Consultancy fees		154,694		-
Wages and salaries		437,564		89,289
Pensions & Social security		7,966		-
Share based payments	18	109,000		29,000
		709,224		118,289

 

 

The number of Directors that are members of a pension scheme is 2 (2023: 1). Pension contributions paid to a pension scheme in respect of the highest paid Director amounted to £nil (2023: £nil).

 

 

 

9.   Taxation

 

Analysis of charge for the period:

	Group 2024 £		Group 2023 £
Current income tax charge	-		-
Deferred tax charge	-		-
Total taxation credit/(charge)	-		-

 

 

9.1       Taxation reconciliation

 

The below table reconciles the tax charge for the period to the theoretical charge based on the result for the year and the corporation tax rate.

 

	2024 £		2023 £
Loss before income tax	(1,203,671)		(1,860,916)
Tax at the applicable rate of 19% (2023: 19%)	(228,697)		(353,574)
Effects of:
Expenses not deducted for tax purposes	35,142		113,959
Tax losses not recognised	193,555		239,615
Total income tax credit / (expense)	-		-

 

 

As at 31 December 2024, the Group had unused tax losses of £2,342,127 (2023: £1,323,416) for which no deferred tax asset has been recognised. This is due to uncertainty over the availability of future taxable profits to offset these losses against.

 

 

10.  Earnings per share

 

The calculation of the Basic and fully diluted earnings per share is calculated by dividing the loss for the year from continuing operations of £1,203,671 (2023: £1,860,916) for the Group by the weighted average number of ordinary shares in issue during the year of 160,198,727 (2023: 72,773,014).

 

For the comparative period the weighted average number of shares is adjusted for the impact of the reverse acquisition as follows:

 

- Prior to the reverse takeover, the number of shares is based on EnergyPathways UK Holdings Ltd, adjusted using the share exchange ratio arising on the reverse takeover; and

- From the date of the reverse takeover, the number of share is based on the Company.

 

There is no difference between the basic and diluted earnings per share as there were no securities in issue as at 31 December 2024 that would have a dilutive effect on earnings per share. Refer to note 19 for details on details of warrants on issue as at 31 December 2024, that can be converted into ordinary shares and thus would have a dilutive effect on earnings per share.

 

	2024 £		2023 £
Loss for the purposes of basic earnings per share being net loss attributable to the owners	(1,203,671)		(1,860,916)
Weighted average number of Ordinary Shares	160,198,727		72,773,014
Loss per share - pence	(0.75)		(2.55)

 

 

11.  Intangible assets

	Gas development assets
	£
As at 31 December 2022	318,001
Additions	411,930
As at 31 December 2023	729,931
Additions	667,089
As at 31 December 2024	1,397,020

 

The carrying value of the prospecting and exploration rights is supported by the estimated resource and current market values as contained in the Competent Person's Report date 20 November 2023 which was prepared by Risk Advisory Pty Ltd and included in the Company's AIM admission document which is available on the Company's website.  In addition, the carrying value is supported by management's net present value calculation and an independent technical feasibility study conducted during the year.

 

12.  Property, plant & equipment

 

Property, plant & equipment - Group

 

Group								Company
		Computer equipment		Motor vehicles		Total		Computer equipment		Total
		£		£		£		£		£
Cost
At 1 January 2024		-		-		-		-		-
Additions		1,498		8,815		10,313		1,498		1,498
At 31 December 2024		1,498		8,815		10,313		1,498		1,498
Depreciation
At 1 January 2024		-		-		-		-		-
Charge for the year		389		1,673		2,062		389		389
At 31 December 2024		389		1,673		2,062		389		389
Net book amount at 31 December 2024		1,109		7,142		8,251		1,109		1,109
Net book amount at 31 December 2023		-		-		-		-		-

 

 

13.  Trade and other receivables

 

		Group As at 31 December 2024		Group As at 31 December 2023		Company As at 31 December 2024		Company As at 31 December 2023
		£		£		£		£
Other receivables		-		1,714,645		-		1,714,645
Prepayments		33,317		56,050		27,815		56,050
VAT receivable		73,592		58,584		12,772		49,123
		106,909		1,829,279		40,587		1,819,818

 

The fair value of other receivables is the same as their carrying values as stated above.

 

 

 

14.  Cash and cash equivalents

 

		Group As at 31 December 2024		Group As at 31 December 2023		Company As at 31 December 2024		Company As at 31 December 2023
		£		£		£		£
Cash at bank and in hand		857,650		494,658		461,836		485,780
		857,650		494,658		461,836		485,780

 

There is no material difference between the fair value of cash and cash equivalents and their book value.

 

15.  Loan to subsidiaries

 

Company:
	EPL £	EPISL £	Total £
As at 31 December 2023	200,000	355,801	555,801
Loan drawdowns	331	1,561,845	1,562,176
Repayments	-	(209,776)	(209,776)
As at 31 December 2024	200,331	1,707,870	1,908,201

 

EnergyPathways plc has made net cumulative loans to EnergyPathways UK Holdings Limited ("EPL") of £200,331 as at 31 December 2024. The loan is interest free and will be repaid when EPL's operational cash flow allows. Management has undertaken an impairment assessment of the loan as at 31 December 2024, and has determined that there was no impairment required. The interest rate and impairment assessment are reviewed on an annual basis.

 

EnergyPathways plc has made net cumulative loans to EnergyPathways Irish Sea Limited ("EPISL") of £1,707,870 as at 31 December 2024. The loan is interest free and will be repaid when EPISL's operational cash flow allows. Management has undertaken an impairment assessment of the loan as at 31 December 2024, and has determined that there was no impairment required. The interest rate and impairment assessment are reviewed on an annual basis.

 

 

 

 

 

 

 

 

 

 

 

16.  Investment in subsidiaries

 

 

 

Company	Country of Incorporation	Incorporated	Registered address	Interest
EnergyPathways UK Holdings Ltd	United Kingdom	16 July 2021	Highdown House, Yeoman House, Worthing, West Sussex, BN99 3HH	100%
EnergyPathways Irish Sea Limited	United Kingdom	11 August 2021	Highdown House, Yeoman House, Worthing, West Sussex, BN99 3HH	100%

 

 

The acquisition of EnergyPathways UK Holdings Ltd took place on 20 December 2023. Refer to note 4 for further details.

 

	£
As at 31 December 2023	2,734,160
Additions	45
As at 31 December 2024	2,734,205

 

The additions during the year was an adjustment to stamp duty paid on acquisition upon assessment by HMRC.

 

 

 

17.  Trade and other payables - due within one year

 

		Group As at 31 December 2024		Group As at 31 December 2023		Company As at 31 December 2024		Company As at 31 December 2023
		£		£		£		£
Trade payables		188,102		782,647		50,357		397,585
Accruals		915,219		405,141		465,410		118,081
		1,103,321		1,187,788		515,767		515,666

 

 

The carrying values of trade and other payables are considered to be a reasonable approximation of the fair value and are considered by the Directors as payable within one year.

 

 

 

 

18.  Ordinary share capital and share premium

 

Group
Issued	Number of shares	Ordinary share capital £	Share premium £	Performance shares £
As at 31 December 2022	158,433,324	14,333	1,092,667	1,510
Transfer of EPL paid up capital to Reverse acquisition reserve 20 Dec 2023	(158,433,324)	(14,333)	(1,092,667)	(1,510)
Issued capital of plc at acquisition 20 Dec 2023	26,550,000	265,500	628,281	-
Issue of shares for acquisition of subsidiary	68,013,885	680,139	2,040,417	-
Issue of shares for services	13,352,674	133,527	400,580	-
Issue of shares - share subscription	50,000,000	500,000	1,500,000	-
Share issue costs	-	-	(117,326)	-
As at 31 December 2023	157,916,559	1,579,166	4,451,952	-
Issue of shares for services	2,838,786	28,388	46,112	-
Issue of shares - warrants	7,740,000	77,400	274,200	-
As at 31 December 2024	168,495,345	1,684,954	4,772,264	-

 

For the period for the period 31 December 2022 to 20 December 2023 the issued capital of the Group was that of EnergyPathways UK Holdings Ltd. ("EPL"). Upon completion of the acquisition the share capital of EPL was transferred to the Reverse acquisition reserve (see note 4) and the share capital of EnergyPathways plc was brought to account.

 

Company
Issued	Number of shares	Ordinary share capital £	Share premium £
As at 28 February 2023	26,550,000	265,500	628,281
Issue of shares for acquisition of subsidiary	68,013,885	680,139	2,040,417
Issue of shares for services	13,352,674	133,527	400,580
Issue of shares - share subscription	50,000,000	500,000	1,500,000
Share issue costs	-	-	(117,326)
As at 31 December 2023	157,916,559	1,579,166	4,451,952
Issue of shares for services	2,838,786	28,388	46,112
Issue of shares - warrants	7,740,000	77,400	274,200
As at 31 December 2024	168,495,345	1,684,954	4,772,264

 

The ordinary shares have a nominal value of 0.01 pence per share and confer the right to vote at general meetings of the Company, to a repayment of capital in the event of liquidation or winding up and certain other rights as set out in the Company's articles of association.

 

During the year to 31 December 2024 a total of 2,838,786 ordinary shares were issued to consultants and advisors in lieu of cash for services rendered at an average price of 2.6 pence each.

 

 

18. Ordinary share capital and share premium (continued)

 

During the year to 31 December 2024 a total of 7,740,000 ordinary shares were issued upon exercise of warrants with exercise prices of 4 and 5 pence each.

 

On 20 December 2023, 68,013,885 ordinary shares were issued at 4.0 pence each for the entire issued share capital of EPL.

 

On 20 December 2023, 13,352,674 ordinary shares were issued at 4.0 pence each to directors & management in settlement of accrued remuneration.

 

On 20 December 2023, 50,000,000 ordinary shares were issued to subscribers at 4.0 pence each.

 

 

 

The following describes the nature and purpose of each reserve within equity:

 

Equity and Reserve	Description and purpose
Ordinary share capital	Represents the nominal value of shares issued
Share premium account	Amount subscribed for share capital in excess of nominal value
Share based payments reserve	Represents the value of warrants issued
Reverse acquisition reserve	Reserve created in accordance with the acquisition of EnergyPathways UK Holdings Ltd on 20 December 2023, in accordance with IFRS 2.
Retained earnings	Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income