ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 09649407

NEXTEARTH LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

NEXTEARTH LTD

COMPANY INFORMATION

Director	F Joubert


Registered number	09649407


Registered office	91 Barkston Gardens
	London
	England
	SW5 0EU


Independent auditors	MHA
	6th Floor
	2 London Wall Place
	London
	EC2Y 5AU

NEXTEARTH LTD

CONTENTS

	Page
Group Strategic Report	1 - 3
Director's Report	4 - 5
Independent Auditors' Report	6 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Statement of Financial Position	10
Company Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14 - 15
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 33

NEXTEARTH LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2024

Introduction

Nextearth Limited is the parent company of OHM Energie. OHM Energie is a French electricity and gas provider located in Paris.

Business review

During the year our turnover decreased significantly compared to the previous year. Correspondingly, our current expenses increased, which impacted our operating income.
We ended the year with a positive result of €2,133,451, versus €59,499,046 from the previous year.
The figures for the year are presented below and compared with the previous year.

Page 1

NEXTEARTH LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2024

Financial key performance indicators

Review of accounts and results
We will present you in detail the annual accounts that we submit to your approval and that have been drawn up in accordance with the rules of presentation and methods of evaluation provided for by the regulations in force.
A reminder of the accounts of the previous financial year is provided for comparative purposes.
In the financial year ended June 30, 2024, revenue amounted to €260,820,110 compared to €332,767,163 in the previous year, i.e. variation of 21.62%.
The amount of purchases and inventory changes amounted to €228,973,369 against €235,285,358 for the previous year, a variation of 2.68%.
The amount of taxes and duties amounts to €-2,632,628 against €-19,124,945 for the previous year, i.e. a variation of 86.23%.
Salaries and wages amounted to €4,799,225 against €3,854,809 in the previous year, i.e. a variation of
24.49 %.
The amount of social security contributions amounts to €1,737,011 against €1,374,262 for the previous year, i.e. a variation of 117.12%.
The number of employees at the end of the financial year amounted to 65 people.
Depreciation and provisions amounted to €6,898,514 compared to €6,517,237 for the previous year, a variation of 5.85%
Administrative expenses amounted to €21,945,282 compared to €18,655,990 for the previous fiscal year.
Given a positive financial result of €2,133,451 (€59,499,046), the current result before tax is €4,766,079 compared to €78,623,991 for the previous year, i.e. variation of 93.93%.
The corporate tax credit for the past year amounted to €2,632,628 compared to €19,124,945 for the previous year, a variation of 86.23%.
The net result for the year ended June 30, 2024 thus ends with a gain of €2,133,451 compared to €59,499,046 for the previous year, i.e. a change of 96.41%.
As of June 30, 2024, the Group's gross balance sheet total amounted to €204,312,895 versus €208,956,190 for the previous year, a variation of 2.22%.

Other key performance indicators

We hope to maintain revenue growth while controlling our current expenses in order to improve our results

Page 2

NEXTEARTH LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2024

Director's statement of compliance with duty to promote the success of the Group

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision-making. We believe we have a history of collaborative, informative stakeholder engagement, making decisions based on long term-success, and we maintain governance structures and processes that support good decision-making.
The Directors have and continue to act in good faith to ensure the business' success for the benefit of a wide range of stakeholders.

These stakeholders include:
• Employees
Our employees are fundamental to the delivery of our strategic and financial promises to our stakeholders. Our mechanisms for engaging employees include employees councils across the Company, engagement tools and town hall meetings. The Group is committed to equal opportunities for all and a workplace free from harassment and discrimination. The Company will select, recruit, employ and promote staff based on the abilities of the individual regardless of gender, age, race, disability, ethnicity, or region.
• Suppliers
The Group relies on its suppliers to provide quality services to maintain the highest standards of quality and reliability in meeting the needs of our customers. The Group is committed to having professional and ethical relationships with its suppliers and the Company clearly articulates its stance on anti-corruption, anti-bribery, and modern slavery with all its suppliers ensuring the highest standards of ethics are met. The Group has a fair process with respect to tendering of contracts and engaging with new suppliers. The Group actively engages with all suppliers and takes part in regular oversight, monitoring and feedback with them. The Company aims to ensure all suppliers are paid promptly.
• Customers
Our customers are a priority for us. We invest continuously to deliver an industry leading service to our customers that translate each year in a high customer rating on Trustpilot. The Group works to maintain a professional and ethical relationship with all its customers and is again clear on its stance on anti-corruption, anti-bribery, and modern slavery. There is regular communication between the Group and its customers through both formal and informal channels. As a leading service provider, the Group relies on its business relations across both clients and suppliers. All departments across the business contribute to building positive relationships to deliver the best service possible.
• The local community and environment
The Group has a corporate social responsibility to operate safely and effectively within the local community and reduce its environmental impact.
The Director of Nextearth Ltd understands the need to act fairly and to consider the impact of any decision-making, long or short term, on these groups.

This report was approved by the board on 18 September 2025 and signed on its behalf.

................................................

F Joubert

Director

Page 3

NEXTEARTH LTD

DIRECTOR'S REPORT

FOR THE YEAR ENDED 30 JUNE 2024

The director presents his report and the financial statements for the year ended 30 June 2024.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to €2,133,451 (2023 - €59,499,046).

No dividends were paid or voted during the year.

Director

The director who served during the year was:

F Joubert

Future developments

We hope to maintain the development of our activities and increase our turnover business and our results.

Matters covered in the Group Strategic Report

In accordance with section 414C(11) of the Companies Act 2006, the Group has chosen to include information relating to financial performance and matters ser out in section 172 in the Strategic Report.

Page 4

NEXTEARTH LTD

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2024

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:

∙so far as is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 18 September 2025 and signed on its behalf.

................................................

F Joubert

Director

Page 5

NEXTEARTH LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEXTEARTH LTD

Opinion

We have audited the financial statements of Nextearth Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity and the related notes, including a summary of 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 Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 director's 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 Group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.

Page 6

NEXTEARTH LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEXTEARTH LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.

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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's 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 Director's Responsibilities Statement set out on page 4, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

NEXTEARTH LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEXTEARTH LTD (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• Enquiry of management regarding actual and potential litigation and claims;
• Performing audit work over the risk and management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.

John Coverdale BSc FCA (Senior Statutory Auditor)

for and on behalf of

MHA, Statutory Auditor

London

United Kingdom

Date:
23 September 2025

MHA is the trading name of MHA Audit Services LLP, a Limited Liability Partnership in Engalnd and Wales (registered number OC455542).

Page 8

NEXTEARTH LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2024

	2024	2023
Note	€	€


Turnover	3	260,820,110	332,767,163
Cost of sales		(228,973,369)	(235,285,358)
Gross profit		31,846,741	97,481,805
Administrative expenses		(21,945,282)	(18,655,990)
Other operating income	4	-	40,656
Exceptional other operating charges	12	(6,167,482)	(188,167)
Operating profit	5	3,733,977	78,678,304
Interest receivable and similar income	9	1,226,943	142,736
Interest payable and similar expenses	10	(176,604)	(195,806)
Other finance income		(18,237)	(1,243)
Profit before taxation		4,766,079	78,623,991
Tax on profit	11	(2,632,628)	(19,124,945)
Profit for the financial year		2,133,451	59,499,046

Owners of the parent Company		2,133,451	59,499,046
		2,133,451	59,499,046

The notes on pages 16 to 33 form part of these financial statements.

Page 9

NEXTEARTH LTD

REGISTERED NUMBER: 09649407

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

		2024		2023
Note		€		€

Fixed assets
Intangible assets	14		1,121,033		1,086,629
Tangible assets	15		191,799		68,219
Investments	16		9,318,215		17,863,171
			10,631,047		19,018,019
Current assets
Stocks	17	5,981,488		-
Debtors: amounts falling due within one year	18	134,062,442		168,344,822
Cash at bank and in hand	19	53,637,918		20,799,349
		193,681,848		189,144,171
Creditors: amounts falling due within one year	20	(128,341,136)		(140,472,862)
Net current assets			65,340,712		48,671,309
Total assets less current liabilities			75,971,759		67,689,328
Other provisions		(6,075,885)		-
			(6,075,885)		-
Net assets			69,895,874		67,689,328

Capital and reserves
Called up share capital	24	178	178
Share premium account	25	8,933,569	8,933,569
Capital redemption reserve	25	(600,000)	(600,000)
Profit and loss account	25	61,562,127	59,355,581
		69,895,874	67,689,328

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2025.

................................................

F Joubert

Director

The notes on pages 16 to 33 form part of these financial statements.

Page 10

NEXTEARTH LTD

REGISTERED NUMBER: 09649407

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

		2024		2023
Note		€		€

Fixed assets
Tangible assets	15		2,021		5,668
Investments	16		8,327,083		8,327,083
			8,329,104		8,332,751
Current assets
Debtors: amounts falling due within one year	18	2,681,585		1,208,217
Cash at bank and in hand	19	30,422,760		1,092,278
		33,104,345		2,300,495
Creditors: amounts falling due within one year	20	(32,455,913)		(1,712,680)
Net current assets			648,432		587,815
Total assets less current liabilities			8,977,536		8,920,566


Net assets excluding pension asset			8,977,536		8,920,566
Net assets			8,977,536		8,920,566

Capital and reserves
Called up share capital	24		178		178
Share premium account	25		8,933,569		8,933,569
Profit and loss account brought forward		(13,181)		(16,270)
Profit for the year		56,970		3,089
Profit and loss account carried forward			43,789		(13,181)
			8,977,536		8,920,566

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2025.

................................................

F Joubert

Director

The notes on pages 16 to 33 form part of these financial statements.

Page 11


		NEXTEARTH LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	€	€	€	€	€	€
At 1 July 2022	178	8,933,569	(600,000)	(213,383)	8,120,364	8,120,364

Profit for the year	-	-	-	59,499,046	59,499,046	59,499,046
Currency translation differences	-	-	-	69,918	69,918	69,918
Total comprehensive income for the year	-	-	-	59,568,964	59,568,964	59,568,964

At 1 July 2023	178	8,933,569	(600,000)	59,355,581	67,689,328	67,689,328

Profit for the year	-	-	-	2,133,451	2,133,451	2,133,451
Currency translation differences	-	-	-	73,095	73,095	73,095
Total comprehensive income for the year	-	-	-	2,206,546	2,206,546	2,206,546
At 30 June 2024	178	8,933,569	(600,000)	61,562,127	69,895,874	69,895,874

The notes on pages 16 to 33 form part of these financial statements.

Page 12

NEXTEARTH LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	€	€	€	€
At 1 July 2022	178	8,933,569	(16,270)	8,917,477
Comprehensive income for the year
Profit for the year	-	-	3,089	3,089

At 1 July 2023	178	8,933,569	(13,181)	8,920,566
Comprehensive income for the year
Profit for the year	-	-	56,970	56,970
At 30 June 2024	178	8,933,569	43,789	8,977,536

The notes on pages 16 to 33 form part of these financial statements.

Page 13

NEXTEARTH LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2024

			2024	2023
			€	€

Cash flows from operating activities
Profit for the financial year	2,133,451	59,499,046
Adjustments for:
Amortisation of intangible assets	680,144	441,962
Depreciation of tangible assets	13,705	23,738
Interest paid	176,604	195,806
Interest received	(1,226,943)	(142,736)
Taxation charge	2,632,628	19,124,945
(Increase)/decrease in stocks	(5,981,488)	-
Decrease/(increase) in debtors	34,282,379	(100,875,936)
(Decrease)/increase in creditors	(12,866,159)	46,808,016
Increase in provisions	6,075,885	-
Corporation tax (paid)	(996,957)	(19,320,374)
Foreign Exchange	164,926	280,729
Net cash generated from operating activities	25,088,175	6,035,196

Cash flows from investing activities
Purchase of intangible fixed assets	(714,548)	(485,327)
Purchase of tangible fixed assets	(137,285)	(57,026)
Purchase of unlisted and other investments	(110,000)	(11,135,672)
Sale of unlisted and other investments	8,654,956	-
Interest received	1,226,943	142,736
Net cash from investing activities	8,920,066	(11,535,289)
Cash flows from financing activities
Repayment of loans	(165,932)	(226,718)
Repayment of other loans	(873,294)	(642,406)
Interest paid	(176,604)	(195,806)
Net cash used in financing activities	(1,215,830)	(1,064,930)
Net increase/(decrease) in cash and cash equivalents	32,792,411	(6,565,023)
Cash and cash equivalents at beginning of year	20,799,349	27,364,372
Cash and cash equivalents at the end of year	53,591,760	20,799,349

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	53,637,918	20,799,349

Page 14

NEXTEARTH LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2024

		2024	2023
		€	€

Bank overdrafts	(46,158)	-
	53,591,760	20,799,349

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 JUNE 2024


At 1 July 2023	Cash flows	At 30 June 2024
€	€	€

Cash at bank and in hand	20,799,349	32,838,569	53,637,918
Bank overdrafts	-	(46,158)	(46,158)
Debt due within 1 year	(3,016,819)	(707,384)	(3,724,203)
	17,782,530	32,085,027	49,867,557

The notes on pages 16 to 33 form part of these financial statements.

Page 15

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

1.	General information

Nextearth Ltd is a private company, limited by shares, incorporated in England and Wales within the United Kingdom. The address of the registered office and the registration number are given in the company information page of these financial statements.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in Euro, the functional currency, rounded to the nearest €1.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is EURO.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 16

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Multi-employer pension plan

The Group is a member of a multi-employer plan. Where it is not possible for the Group to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.

2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Development expenditure is amortised over its useful life of 5 years on a straight line basis. It is not amortised until it is brought into use.
Computer software is amortised over its estimated uselife life of 5 years on a straight line basis.

Page 18

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	25%	WDV, straight line balance
Fixtures and fittings	-	33%	straight line balance
Office equipment	-	33%	straight line balance
Computer equipment	-	33%	straight line balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the

Page 20

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 21

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

Sales of goods	218,998,690	285,448,840
Sold production	41,821,420	47,318,323
	260,820,110	332,767,163

Analysis of turnover by country of destination:

					2024	2023
					€	€

France	260,820,110	332,767,163
	260,820,110	332,767,163

4.	Other operating income
		2024	2023
		€	€

Other operating income	-	40,656
	-	40,656

Exchange differences

(55,160)

(13,478)

Page 22

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

6.	Auditors' remuneration
		2024	2023
		€	€

Fees payable to the Group's auditor for the audit of the Group's annual financial statements	35,000	30,000
Fees payable to the Group's auditors in respect of:
Taxation compliance services	2,500	2,500

Fees payable to the Company's component auditor in respect of:
Audit services for subsidiary undertaking	47,405	37,400
Other services	23,060	10,590

7.	Employees
	Staff costs, including director's remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
€	€	€	€


Wages and salaries	4,799,225	3,854,809	523,818	316,399
Social security costs	1,737,011	1,374,262	70,825	44,689
Pension costs	116,404	-	116,404	-
	6,652,640	5,229,071	711,047	361,088

The average monthly number of employees, including the director, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	64	47	-	-
Director	1	1	1	1

	65	48	1	1

Page 23

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

8.	Director's remuneration
		2024	2023
		€	€

Director's emoluments	523,818	316,399
	523,818	316,399

The director is the only Key management personnel of the company. His remuneration is disclosed above. The value of the Group's contributions a defined contribution pension scheme on behalf of the director is €116,404 (2023: €nil) and no benefits are accruing to him (2023: none).

9.	Interest receivable and similar income
		2024	2023
		€	€

	Other interest receivable	1,226,943	142,736
		1,226,943	142,736

10.	Interest payable and similar expenses
		2024	2023
		€	€

	Bank interest payable	176,604	195,806
		176,604	195,806

Corporation tax
Current tax on profits for the year	2,632,628	19,124,945

Total current tax	2,632,628	19,124,945


	Taxation on profit on ordinary activities	2,632,628	19,124,945

Page 24

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

11.Taxation (continued)

Profit on ordinary activities before tax

4,766,079

78,623,991

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	1,191,520	19,655,998
Effects of:
Expenses not deductible for tax purposes	1,441,108	(531,053)
Total tax charge for the year	2,632,628	19,124,945

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Exceptional items
		2024	2023
		€	€

Exceptional items	167,482	188,167
Provision for exceptional risks	6,000,000	-
	6,167,482	188,167

Exceptional items consist of fines, penalties and provision for exceptional risks incurred by the group.

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit of the parent Company for the year was €56,970 (2023: €3,070 Profit).

Page 25

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

14.	Intangible assets
	Group

	Website	Software	Total
	€	€	€
Cost
At 1 July 2023	31,425	1,905,043	1,936,468
Additions	-	714,548	714,548
At 30 June 2024	31,425	2,619,591	2,651,016
Amortisation
At 1 July 2023	31,425	818,414	849,839
Charge for the year on owned assets	-	680,144	680,144
At 30 June 2024	31,425	1,498,558	1,529,983
Net book value
At 30 June 2024	-	1,121,033	1,121,033
At 30 June 2023	-	1,086,629	1,086,629

Page 26

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

15.	Tangible fixed assets
	Group

	Plant and machinery	Fixtures and fittings	Office equipment	Computer equipment	Total
	€	€	€	€	€
Cost
At 1 July 2023	5,417	1,308	112,188	10,443	129,356
Additions	-	89,882	47,227	176	137,285
At 30 June 2024	5,417	91,190	159,415	10,619	266,641
Depreciation
At 1 July 2023	4,370	434	50,511	5,822	61,137
Charge for the year on owned assets	266	4,418	5,464	3,557	13,705
At 30 June 2024	4,636	4,852	55,975	9,379	74,842
Net book value
At 30 June 2024	781	86,338	103,440	1,240	191,799
At 30 June 2023	1,047	874	61,677	4,621	68,219

Page 27

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

15.Tangible fixed assets (continued)

	Company

	Plant and machinery	Computer equipment	Total
	€	€	€
Cost
At 1 July 2023	5,417	10,443	15,860
Additions	-	176	176
At 30 June 2024	5,417	10,619	16,036
Depreciation
At 1 July 2023	4,370	5,822	10,192
Charge for the year on owned assets	266	3,557	3,823
At 30 June 2024	4,636	9,379	14,015
Net book value
At 30 June 2024	781	1,240	2,021
At 30 June 2023	1,047	4,621	5,668

Page 28

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

16.	Fixed asset investments
	Group

		Trade investments
		€
	Cost
	At 1 July 2023	17,863,171
	Additions	110,000
	Disposals	(8,654,956)
	At 30 June 2024	9,318,215

	Company

		Investments in subsidiary companies
		€
	Cost
	At 1 July 2023	8,327,083
	At 30 June 2024	8,327,083

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

OHM Energie

10 Rue de Penthievre, 75008 PARIS

Ordinary

100%

	The carrying value of the investments and the aggregate of the share capital and reserves as at 30 June 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

OHM Energie

69,536,214

2,437,189

Page 29

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

17.	Stocks
		Group	Group
		2024	2023
		€	€

Raw materials and consumables	5,981,488	-
	5,981,488	-

In order to better reflect the economic reality of its energy savings commitments and to strengthen its regulatory compliance, the company has aligned itself with the requirements of ANC regulation 2012-04.
As a result, OHM Energie now distinguishes in its balance sheet a stock of CEE intended for regulatory compliance and recognises the outflows of CEE stock as and when the energy sales activity generating the energy savings obligations is carried out, i.e. the activity of supplying electricity and gas to its BTC and BTB customers when their NAF code is submitted.
The alignment with the requirements of ANC regulation no 2012-04 generates income of €4,001,902 for the year ended 30/06/2024.

18.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
€	€	€	€


Trade debtors	73,354,254	45,921,818	555	30,274
Other debtors	56,795,773	120,639,500	26,606	103,271
Prepayments and accrued income	3,912,415	1,783,504	2,654,424	1,074,672
	134,062,442	168,344,822	2,681,585	1,208,217

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

Cash at bank and in hand	53,637,918	20,799,349	30,422,760	1,092,278
Less: bank overdrafts	(46,158)	-	(46,158)	-
	53,591,760	20,799,349	30,376,602	1,092,278

Page 30

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

Bank overdrafts	46,158	-	46,158	-
Bank loans	1,918,071	2,084,003	-	-
Other loans	1,804,638	931,344	-	-
Trade creditors	25,455,145	44,561,239	19,604	(165)
Amounts owed to group undertakings	-	-	32,170,943	1,496,823
Corporation tax	-	19,087	-	19,087
Other taxation and social security	5,260,910	30,570,088	44,768	41,316
Other creditors	89,236,358	59,961,839	71,304	62,137
Accruals and deferred income	4,619,856	2,345,262	103,136	93,482
	128,341,136	140,472,862	32,455,913	1,712,680

Other loans are in relation to the issue of bonds.

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		€	€

Amounts falling due within one year
Bank loans	1,918,071	2,084,003
Other loans	1,804,638	931,344



	3,722,709	3,015,347

Page 31

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

22.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

	Financial assets
	Financial assets measured at fair value through profit or loss	53,637,918	20,799,349	8,327,083	8,342,276

Financial assets measured at amortised cost comprise of cash, trade and other receivables and at company level investment in subsidary.

23.	Provisions
	Group

		Provisions for risks
		€

	Charged to profit or loss	6,075,885
	At 30 June 2024	6,075,885

24.	Share capital
		2024	2023
		€	€

Allotted, called up and fully paid

178 (2023 - 178) Ordinary shares of €1.00 each	178	178

Page 32

NEXTEARTH LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

25.

Reserves

Share premium account

Share premium represents the excess of the fair value of consideration received for the equity shares, net of expenses of share issue over the nominal value of the equity shares.

Capital redemption reserve

Under a Capital Reduction, the non-distributable share capital or reserves of a limited company may be distributed to shareholders

Profit and loss account

The profit and loss account represents accumulation of retained profits, net of dividends, which are in the form of distributable reserves.

26.	Contingent liabilities

The French Energy Regulatory Commission (CRE) is currently reviewing the ARENH allocation for the period 2020 to 2022 for a number of French energy supplier including OHM-Energie. Post year end €6,000,000 was paid to the French Energy Regulatory Commission (CRE). This amount has been included in provisions at the year end noted in note 23. The company has no reason to believe it is in breach of its obligations and is confident that there will be no material adverse economic consequences.
The Direction Generale de la Concurrence, de la consommation et de la repression des fraudes (DGCCRG), the French government department responsible for ensuring that businesses comply with consumer law is currently reviewing that OHM Energie has not engaged in any misleading commercial practices. Post year end €45,033,484 was paid to The Direction General de la Concurrence, de la consommation et de la repression des fraudes (DGCCRG). This amount has been included in other creditors noted in note 20. The company has no reason to believe it is in breach of its obligations and is confident that there will be no material adverse economic consequences.

27.	Related party transactions
	The Company has taken advantage of the exemption permitted by section 33 of FRS 102 not to disclose transactions with other undertakings within its qualifying group.

28.	Controlling party

The ultimate controlling party of Nextearth Ltd is Mr Francois Emmanuel Joubert. The registered office address of controlling party is 91 Barkston Gardens, London, England, SW5 0EU.

Page 33