Notes to the Interim Consolidated Statement of Changes in Equity

Following the reverse takeover of Technologies New Energy plc ("TNE plc") by Technologies New Energy S.A. ("TNE S.A.") on 30 April 2025, TNE S.A. has been treated as the accounting acquirer under IFRS 3.

·      Comparatives: The figures for the six months ended 30 June 2024 reflect the equity of TNE S.A. only and therefore exclude TNE plc's share capital and share premium.

·      Current period: Equity is presented using the legal capital structure of TNE plc, with TNE S.A.'s reserves carried forward.

·      Reverse acquisition reserve: Represents the difference between the equity issued by TNE plc and the net assets of TNE S.A. at the acquisition date.

·      Capital contribution reserve: Arises from historical contributions made directly into TNE S.A. prior to the RTO.

·      Retained deficit: Includes accumulated losses of TNE S.A. and the Group's results for the current interim period, but excludes TNE plc's results for the period before 30 April 2025.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

Notes to the interim condensed consolidated financial information

1      General information

Technologies New Energy plc ("TNE" or the "Company") is a public limited company incorporated and domiciled in England and Wales. The Company's registered office is 9th Floor, 107 Cheapside, London EC2V 6DN and its registered number is 13672588.

The principal activity of the Company prior to 30 April 2025 was to identify and complete an acquisition within the renewable energy sector. On 30 April 2025, the Company completed the acquisition of the entire issued share capital of Technologies New Energy S.A. ("TNE S.A."), a company incorporated in Portugal and operating in the renewable energy sector. The consideration of £28 million was satisfied by the issue of new ordinary shares of £0.10 each at a reference price of £0.20 per share.

As a result of this acquisition, TNE has become a trading group (the "Group"). The Group's activities now include consultancy services for third-party clients on the design and regulatory pathway for renewable energy projects, operating and maintenance contracting services for the construction and installation of renewable energy projects, and the preparation of a proprietary portfolio of renewable energy projects based on a hybrid biorefinery technology concept from inception to ready-to-build stage.

The unaudited interim condensed consolidated financial information comprises the results of the Group for the six months ended 30 June 2025 and the comparative six months ended 30 June 2024 (the "Interim Financial Information").

2      Basis of preparation

The Interim Financial Information has been prepared in accordance with IAS 34 Interim Financial Reporting. It does not include all of the information and disclosures required for annual financial statements and should be read in conjunction with the Group's most recent annual financial statements. These condensed financial statements for the six months ended 30 June 2025 are unaudited and do not constitute statutory accounts.

The Interim Financial Information has been prepared on a going concern basis under the historical cost convention. The financial statements are presented in euros ("€") and all amounts are rounded to the nearest euro, unless otherwise stated.

3      Accounting policies

The accounting policies applied are consistent with those set out in the Group's most recent annual financial statements, except as described below. In the opinion of the Directors, the interim unaudited financial information includes all adjustments considered necessary for fair presentation.

Currency

Following the reverse takeover, the consolidated financial statements are presented in euros ("€"), which is the functional and presentational currency of the accounting acquirer, TNE S.A. The legal parent, TNE plc, continues to have pounds sterling as its functional currency. The comparative financial information for the six months ended 30 June 2024 relates solely to TNE S.A. and is therefore presented in euros.

Going concern

The Company financial statements have been prepared on a going concern basis, as the Directors have assessed the Company's ability to continue in operational existence for the foreseeable future. The Group's operations are currently being financed through the issuance of new equity, and the Group remains reliant on the continuing support of existing shareholders and the expected participation of future investors.

The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Taking into account the recent capital contributions, current trading conditions, and the measures in place to secure additional funding as required, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and for at least 12 months from the date of signing these Interim Financial Statements.

The Directors are not aware of any material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern. Accordingly, the Interim Financial Information continues to be prepared on a going concern basis.

Basis of consolidation

The Financial Statements include the Company and its subsidiaries (together, the "Group") as at each reporting date. Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the entity.

The results of subsidiaries acquired or disposed of during the period are included in the Financial Statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to align the accounting policies of subsidiaries with those of the Group.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Following the reverse takeover completed on 30 April 2025, the consolidated financial statements have been prepared as a continuation of the financial information of Technologies New Energy S.A., which is deemed to be the accounting acquirer under IFRS 3 Business Combinations. Although Technologies New Energy plc is the legal parent, the consolidated financial statements present the results of Technologies New Energy S.A. as if it had always been the reporting entity, with the equity structure of Technologies New Energy plc reflected in the consolidated reserves.

4      Segmental disclosures

In the opinion of the Directors, the Group is organised as a single operating segment, focused on the provision of services to companies developing their energy transition strategies. This is consistent with the internal reporting provided to the chief operating decision maker. Accordingly, no separate segmental disclosures are presented.

5      Revenue

Revenue from consultancy and services is recognised over time according to the stage of completion, while revenue from other sales is recognised at a point in time when control of the goods or services transfers to the customer.

6     Earnings per share

The basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the parent company by the weighted average number of ordinary shares in issue during the period.

Because the Group has reported a loss for both periods presented, the effect of outstanding warrants and options is anti-dilutive; therefore, basic and diluted earnings per share are the same.

In accordance with IFRS 3 Business Combinations and IAS 33 Earnings per Share, these interim results reflect the application of reverse acquisition accounting. Technologies New Energy S.A. is identified as the accounting acquirer and continuing reporting entity, while Technologies New Energy plc is the legal parent. Consequently:

·      The weighted average number of ordinary shares is based on the capital structure of TNE plc.

·      The comparative EPS for the six months ended 30 June 2024 has been calculated as if the 158,839,050 ordinary shares in issue immediately after completion of the reverse takeover had been in issue throughout that comparative period.

All EPS figures are presented in euros, consistent with the Group's presentation currency.

Comparative calculation

These interim results reflect the application of IFRS 3 Business Combinations to the reverse takeover of Technologies New Energy plc by Technologies New Energy S.A. completed on 30 April 2025. Under reverse acquisition accounting, Technologies New Energy S.A. is identified as the accounting acquirer and therefore becomes the continuing reporting entity. However, in accordance with IAS 33 Earnings per Share, earnings per share must be presented using the capital structure of the legal parent, Technologies New Energy plc.

Accordingly, the comparative loss per share for the six months ended 30 June 2024 has been calculated as if the 158,839,050 ordinary shares in issue immediately after the transaction had been in issue for the entire comparative period. This presentation ensures comparability of the earnings per share figures.

7     Share capital

The Company has only one class of share, being ordinary shares of £0.10 each. All ordinary shares carry equal voting rights and rank pari-passu in respect of the distribution of dividends and repayment of capital.

At 30 June 2025, the Company had 158,839,050 ordinary shares of £0.10 each in issue, all of which were fully paid. There were no other classes of shares or securities in issue or outstanding at that date.

Movements in issued share capital during the period were as follows:

For reporting purposes, share capital and share premium are translated into euros at the balance sheet date exchange rate.

Reverse acquisition reserve

As a result of the reverse takeover completed on 30 April 2025, Technologies New Energy S.A. has been identified as the accounting acquirer, while Technologies New Energy plc is the legal parent. The consolidated equity structure presented reflects the legal parent's share capital and share premium. The difference between the plc's issued share capital and share premium and the historical net assets of Technologies New Energy S.A. has been recognised within a reverse acquisition reserve in equity.

8    Events after the reporting period

On 3 July 2025, the Company raised gross proceeds of £84,900 through a subscription for 424,500 new ordinary shares at £0.20 per share.

On 28 August 2025, the Company completed the acquisition of Diverfuel S.A., the developer of the Diverfuel Platform, which became a wholly owned subsidiary of the Company. On the same date, the Company shortened its accounting reference date from 30 April to 31 December to align with Diverfuel S.A.

The Directors have evaluated events subsequent to the reporting period and determined that there were no further material events requiring disclosure or adjustment to this Interim Financial Information.