Company registration number 06083205 (England and Wales)
ECO2 SOLAR LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ECO2 SOLAR LIMITED
COMPANY INFORMATION
Directors
Mr R Mee
Mr M Hart
(Appointed 1 May 2024)
Mr R J Brooks
(Appointed 1 April 2025)
Ms R N Vlasiu
(Appointed 1 April 2025)
Secretary
Company number
06083205
Registered office
Unit 8
John Samuel Building
Arthur Drive Hoo Farm Industrial Estate
Kidderminster
Worcestershire
DY11 7RA
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
Bankers
National Westminster Bank Plc
24 High Street
Kidderminster
Worcestershire
DY10 2DL
ECO2 SOLAR LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of income and retained earnings
7
Balance sheet
8
Notes to the financial statements
10 - 24
ECO2 SOLAR LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

Our purpose is to make a difference for future generations by making solar standard on new homes.

We are proud to lead the rooftop residential solar market and make a real difference to the sustainability of new homes. At Eco2 Solar we believe that people are our most valuable asset and invest in training and culture.

In the year we have grown revenue by 40.4% compared to the year to 31 st December 202 3. This has also been achieved by adding significantly to our team in preparation for a significant boost in activity in 2024 in response to the new building regulations which will increase the market for solar in the new build housing market in England and Wales by up to 400%.

Principal risks and uncertainties

Our board are very aware of multiple risks and uncertainties that face us; recruitment, stock shortages and cost pressures due to political uncertainty and damage to the economy caused by the cost of living crisis and poor economic performance with a reduction in new build houses being built in 2023.

The senior leadership team are also focused on building capability to meet the anticipated increase in demand brought about by the new building regulations in 2022.

Eco2 Solar reviews these potential problems monthly and the board, senior leadership team and overall management team are very focused on ensuing that Eco2 Solar can meet its short and long term plan.

Financial key performance indicators

|  |  | Jan-Dec 2024 | Jan-Dec 2023
|  |  | £'000 | £'000
Turnover |  |  | 26,950 | 19,199
Profit/(loss) before tax |  |  | 2,222 | (227)
Equity Shareholders Funds |  |  | 2,419 | 781
Current Ratio (current assets : current liabilities) |  |  | 1.32 | 1.18
Average FTE EBITDA |  |  | 89 2,580 | 65 76

Non-financial key performance indicators

By the end of 2023, Eco2 Solar has installed solar energy systems on almost 50,000 homes and buildings. This is sufficient energy to make 2.7 billion cups of tea or fly 100 million miles – every year!

Eco2 Solar is focused on improving business and environmental performance. The company has held ISO9001 and ISO14001 for a few years and has this year instigated a Net Zero taskforce to seek ways to reduce our environmental impact and energy costs.

On behalf of the board

Mr R Mee
Director
9 September 2025
ECO2 SOLAR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company in the year under review was that of the supply and installation of solar panels.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P T Hutchens
(Resigned 1 April 2025)
Mr R Mee
Mr K A Dixon
(Resigned 1 April 2025)
Mr S A Berg
(Resigned 1 April 2025)
Mr C J Lovatt
(Resigned 29 May 2024)
Mrs R C Harrison-Vickers
(Appointed 29 May 2024 and resigned 1 April 2025)
Mr M Hart
(Appointed 1 May 2024)
Mr R J Brooks
(Appointed 1 April 2025)
Ms R N Vlasiu
(Appointed 1 April 2025)
Auditor

Ormerod Rutter Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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; 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 company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ECO2 SOLAR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr R Mee
Director
9 September 2025
ECO2 SOLAR LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ECO2 SOLAR LIMITED
- 4 -
Opinion

We have audited the financial statements of Eco2 Solar Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, the balance sheet 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport 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.

ECO2 SOLAR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ECO2 SOLAR LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or 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; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or operations of the company and group, including the Companies Act 2006 and taxation legislation and;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where their knowledge of actual, suspected and alleged fraud;

- considering internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual transactions or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 1 were indicative of potential bias.

ECO2 SOLAR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ECO2 SOLAR LIMITED
- 6 -

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Peter Ormerod FCA
Senior Statutory Auditor
For and on behalf of Ormerod Rutter Limited
12 September 2025
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
ECO2 SOLAR LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
26,950,341
19,198,572
Cost of sales
(19,178,344)
(14,644,079)
Gross profit
7,771,997
4,554,493
Administrative expenses
(5,250,712)
(4,540,309)
Operating profit
4
2,521,285
14,184
Interest payable and similar expenses
8
(299,297)
(241,669)
Profit/(loss) before taxation
2,221,988
(227,485)
Tax on profit/(loss)
9
(583,502)
4,030
Profit/(loss) for the financial year
1,638,486
(223,455)
Retained earnings brought forward
780,774
1,004,229
Retained earnings carried forward
2,419,260
780,774

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ECO2 SOLAR LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
73,937
98,583
Tangible assets
11
93,555
98,219
167,492
196,802
Current assets
Stocks
12
3,468,284
1,281,172
Debtors
13
5,869,544
4,611,717
Cash at bank and in hand
283,076
251,325
9,620,904
6,144,214
Creditors: amounts falling due within one year
14
(7,244,791)
(5,169,187)
Net current assets
2,376,113
975,027
Total assets less current liabilities
2,543,605
1,171,829
Creditors: amounts falling due after more than one year
15
(108,541)
(375,359)
Provisions for liabilities
Deferred tax liability
19
(15,704)
(15,596)
(15,704)
(15,596)
Net assets
2,419,360
780,874
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
22
2,419,260
780,774
Total equity
2,419,360
780,874

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 10 September 2025 and are signed on its behalf by:
Mr R Mee
Director
Company registration number 06083205 (England and Wales)
ECO2 SOLAR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
1,004,229
1,004,329
Year ended 31 December 2023:
Loss and total comprehensive income
-
(223,455)
(223,455)
Balance at 31 December 2023
100
780,774
780,874
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,638,486
1,638,486
Balance at 31 December 2024
100
2,419,260
2,419,360
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information

Eco2 Solar Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 8, John Samuel Building, Arthur Drive Hoo Farm Industrial Estate, Kidderminster, Worcestershire, United Kingdom, DY11 7RA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Eco2 Solutions Group Limited. These consolidated financial statements are available from its registered office, Unit 8, John Samuel Building, Arther Drive Hoo Farm Industrial Estate, Kidderminster, Worcestershire, DY11 7RA.

1.2
Going concern

These financial statements have been drawn up on the going concern basis. If the going concern basis were not appropriate, adjustments would have been made to reduce assets to recoverable amounts, to provide for any further liabilities that might arise, and to re-classify fixed assets as current assets and long term liabilities as current liabilities.true

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -

Revenue from the provision of services is recognised by reference to the stage of completion, when the costs incurred and costs to complete can be estimated reliably.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
25% on reducing balance
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
over the lease term
Plant and machinery
20% on cost
Fixtures and fittings
20% on cost
Computer equipment
25% on cost
Motor vehicles
25% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the 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 for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end 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 is realised. Deferred tax is charged or credited in the profit and loss account, 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 the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover

An analysis of the company's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Delivery and installation of photovoltaic systems
26,950,341
19,198,572
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(48,884)
(14,298)
Depreciation of owned tangible fixed assets
34,304
20,825
Depreciation of tangible fixed assets held under finance leases
-
8,017
Loss on disposal of tangible fixed assets
11,246
-
Amortisation of intangible assets
24,646
32,861
Operating lease charges
225,097
137,806
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
12,840
11,570
For other services
Taxation compliance services
230
110
All other non-audit services
3,245
3,750
3,475
3,860
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Direct staff
10
10
General staff
79
55
Total
89
65

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,963,448
2,532,002
Social security costs
306,453
258,396
Pension costs
119,144
110,917
3,389,045
2,901,315
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
311,081
352,544
Company pension contributions to defined contribution schemes
51,911
52,896
362,992
405,440
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
154,004
153,003
Company pension contributions to defined contribution schemes
48,004
48,004
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
299,297
241,669
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
516,705
-
0
Adjustments in respect of prior periods
-
0
58,017
Total current tax
516,705
58,017
Deferred tax
Origination and reversal of timing differences
66,797
(62,047)
Total tax charge/(credit)
583,502
(4,030)

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
2,221,988
(227,485)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
555,497
(43,222)
Tax effect of expenses that are not deductible in determining taxable profit
36,000
15,525
Effect of change in corporation tax rate
-
0
12,671
Depreciation on assets not qualifying for tax allowances
1,110
844
Under/(over) provided in prior years
-
0
(58,017)
Deferred tax adjustments in respect of prior years
-
0
74,315
Other timing differences
(9,105)
(6,146)
Taxation charge/(credit) for the year
583,502
(4,030)
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Intangible fixed assets
Software
£
Cost
At 1 January 2024 and 31 December 2024
301,514
Amortisation and impairment
At 1 January 2024
202,931
Amortisation charged for the year
24,646
At 31 December 2024
227,577
Carrying amount
At 31 December 2024
73,937
At 31 December 2023
98,583

The net carrying value in intangible fixed assets is represented by assets held under finance leases or hire purchase contracts.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Tangible fixed assets
Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2024
125,174
54,442
9,488
96,097
66,014
351,215
Additions
24,180
-
0
-
0
16,706
-
0
40,886
Disposals
-
0
-
0
-
0
-
0
(36,557)
(36,557)
At 31 December 2024
149,354
54,442
9,488
112,803
29,457
355,544
Depreciation and impairment
At 1 January 2024
76,850
33,084
7,620
89,736
45,706
252,996
Depreciation charged in the year
18,602
6,469
853
6,115
2,265
34,304
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(25,311)
(25,311)
At 31 December 2024
95,452
39,553
8,473
95,851
22,660
261,989
Carrying amount
At 31 December 2024
53,902
14,889
1,015
16,952
6,797
93,555
At 31 December 2023
48,324
21,358
1,868
6,361
20,308
98,219

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2024
2023
£
£
Other assets
-
29,397
12
Stocks
2024
2023
£
£
Raw materials and consumables
3,468,284
1,281,172
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
4,456,044
3,191,099
Other debtors
251,247
193,968
Prepayments and accrued income
1,160,548
1,158,256
5,867,839
4,543,323
Deferred tax asset (note 19)
1,705
68,394
5,869,544
4,611,717
14
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
16
1,101,900
1,289,933
Obligations under finance leases
17
16,819
30,758
Trade creditors
4,445,147
2,226,328
Amounts owed to group undertakings
418
767
Corporation tax
516,705
-
0
Other taxation and social security
125,384
87,981
Other creditors
546,396
1,359,893
Accruals and deferred income
492,022
173,527
7,244,791
5,169,187
15
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
16
104,166
354,166
Obligations under finance leases
17
4,375
21,193
108,541
375,359
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
16
Loans and overdrafts
2024
2023
£
£
Bank loans
354,166
604,166
Bank overdrafts
851,900
1,039,933
1,206,066
1,644,099
Payable within one year
1,101,900
1,289,933
Payable after one year
104,166
354,166
17
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
16,819
30,758
In two to five years
4,375
21,193
21,194
51,951

Finance lease payments represent rentals payable by the company for certain items of software and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Secured debts
The following secured debts are included within creditors:
2024
2023
£
£
Hire purchase contracts
21,194
51,951
Factoring account
851,900
1,039,933
Bank loans
354,166
604,166
1,227,260
1,696,050
Hire purchase contracts are secured against the assets to which they relate.
Bank loans are secured by way of a fixed and floating charge over all assets of the company.
Advances received by the company under an invoice factoring arrangement are secured by way of a first fixed charge over the company's fixed assets, and a first floating charge over all of the company's assets. The amount owed by the company in respect of factoring accounts at the year end was £851,900 (2023 - £1,039,933).
ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
15,704
15,596
-
-
Tax losses
-
-
-
65,938
Retirement benefit obligations
-
-
1,705
2,456
15,704
15,596
1,705
68,394
2024
Movements in the year:
£
Asset at 1 January 2024
(52,798)
Charge to profit or loss
66,797
Liability at 31 December 2024
13,999
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
119,144
110,917

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
22
Profit and loss reserves

Retained earnings represent accumulated realised profits less accumulated realised losses, net of dividends paid.

ECO2 SOLAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
23
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
384,881
218,605
Between two and five years
773,357
262,324
In over five years
114,628
-
1,272,866
480,929
24
Ultimate controlling party

Ultimate parent company

The ultimate parent company is Eco2 Solutions Group Limited, a company registered in England and Wales.

Ultimate controlling party

There is no ultimate controlling party.

25
Events after the reporting date

On 1 April 2025, E.O N U K Plc. which held a 49% shareholding in the company’s immediate parent, Eco2 Solutions Limited, acquired the remaining 51% and became the sole shareholder.

As a result, E.O N U K Plc became the ultimate parent undertaking and controlling party of the company.

This transaction occurred after the reporting date and is a non-adjusting post balance sheet event. The directors do not consider that this transaction affects the financial position of the company as at 31 December 2024.

26
Related party transactions
Purchases
Purchases
2024
2023
£
£
Entities with control, joint control or significant influence over the company
450,000
-
0
2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
450,000
-

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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