REGISTERED NUMBER: SC370060 (Scotland)

Group Strategic Report, Report of the Director and

Audited Consolidated Financial Statements for the Year Ended 31 December 2024

for

Locogen Limited

Page

Group Strategic Report

1

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

The Locogen Group exists to accelerate the transition to a world powered by renewable energy. Our vision is to operate across the world, maximising the uptake of renewable energy systems by delivering leading expertise across the life cycle of renewable energy projects, while creating an environment where our people love to work, are inspired to grow, and empowered to make a difference.

We do this by providing expert consultancy services to support our clients to develop, build and operate renewable energy projects and co-investing with our partners to develop projects that deliver our vision. Our team provides comprehensive and unrivalled renewable energy systems expertise and focus on cultivating long-term, trusted relationships with our clients. We evoke confidence with our knowledge and leave clients inspired through our creative approach. We believe our people are core to our success, and by attracting and empowering a passionate and talented team, we provide world-class support to our clients and partners to develop, build, and operate renewable energy projects.

REVIEW OF BUSINESS

The business is committed to the continuous development and growth of our multidisciplinary consultancy team and of our investment in development activities. We have a strong track record of both providing specialist consultancy services to support clients on their projects, as well as co-investing alongside our partners in the development of our own portfolio of projects.

Since incorporation we have focused on reinvesting profits in the growth of the business and partnering with other developers to build long-term value for the group through our development activities. In 2024, we secured a substantial investment in our French business to fund the growth of our development activities in France. In the UK we have realised returns from our investment in development activities in utility scale solar and energy storage projects. These have provided the capital to reinvest in the growth of the consultancy team, our management systems and process and our development portfolio in the UK and internationally.

PRINCIPAL RISKS AND UNCERTAINTIES

The operation of the business and implementation of its strategy are subject to several risks which are accepted and managed by the director and the senior management team. The company employs an integrated management system with regular reviews of policies, procedures and internal controls to ensure compliance with all relevant legislation and regulations.

The key risks affecting our clients and partners, which impact Locogen are:

Political, regulatory, and technical risks through changing government policy, planning and permitting delays, Contracts for Difference (CfD) reform, grid capacity constraints, grid connection reform, etc. These are being mitigated through active engagement with the market and our customers to gather intelligence on the risks and opportunities.

Macro national and international economic factors, including energy price volatility, inflation, cost of debt and equity, etc which are affecting our customers and partners appetite for investment in renewable energy projects. This is being mitigated through ongoing dialogue with our customers on the risks and opportunities for their business and the impact on Locogen.

Other key risks affecting Locogen include:

Attracting and retaining qualified and experienced staff in a competitive labour market. To mitigate this the company offers an environment for personal and professional development in a positive working culture combined with competitive benefits packages.

The market is competitive and there has been significant consolidation in recent years. To mitigate this risk, we maintain strong relationships with our clients and strive to offer service excellence and a more personal approach than our larger competitors.

The Group manages our working capital to meet our obligations to suppliers and financial institutions. The senior management team review management accounts against monthly budgets, particularly focusing on monitoring sales, gross margins and EBITDA in the consultancy business and development expenditure and direct costs in the development business to assist the forecasting of short-term and medium-term funding requirements.

The key credit risk in the consultancy business is in relation to trade debtors. We mitigate this risk by regularly monitoring trade debtors and by carrying out credit verification procedures for all clients.

The group finances its consultancy and development operations through retained profits. We finance the construction of our projects with debt. The interest rate on the debt is a mixture of fixed and variable. We review the financial performance and debt service cover ratio of our operational projects quarterly.

KEY PERFORMANCE INDICATORS

The director and senior management monitor financial performance every month and highlight the following key performance indicators:

KPI

2024 (£)

2023 (£)

Total income

9,171,068

11,246,679

Gross profit

1,966,223

2,342,670

Profit before tax

1,648,164

161,946

Net assets

6,349,272

4,741,745

Net current assets

4,037,759

2,813,880

Cash position

2,988,972

1,186,043

FUTURE OUTLOOK

The UK renewable energy market is facing political, regulatory and technical challenges, particularly with grid capacity challenges, the grid reform process, changes and delays to the CfD mechanism, as well as inflation and the cost of capital. These factors are creating uncertainty for our customers and partners. We are monitoring the impact of these risks on our consultancy and development business on a regular basis and will reduce costs accordingly where required. We are confident that the market factors affecting uncertainty will be resolved in 2026 and we expect significant growth in both the consultancy and development business in the future.

ON BEHALF OF THE BOARD:

Mr A W Lyle - Director

25 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of renewable energy consultants.

DIVIDENDS

The total distribution for dividends for the year ended 31 December 2024 will be £1,220,000.

DIRECTOR

Mr A W Lyle held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

Drummond Laurie CA are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr A W Lyle - Director

25 September 2025

Opinion

We have audited the financial statements of Locogen Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 affairs as at 31 December 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 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 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 and 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.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

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

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

In the previous accounting period, the group was exempt from the requirement to have its financial statements audited under section 477 of the Companies Act 2006. Therefore, the prior period financial statements were not subject to audit.

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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director

As explained more fully in the Statement of Director's Responsibilities set out on page four, 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 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 has no realistic alternative but to do so.

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 a Report of the Auditors 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.

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.

Based on our understanding of the group, we identified that the principal risks of non-compliance with laws and regulations related to fraudulent manipulation of the financial statements, including the risk of override of controls, to reduce profits and tax liabilities. We determined that the most likely method of manipulation would be the posting of inappropriate journal entries. Audit procedures performed by the audit engagement team consisted of a review of large and unusual journal entries, challenging assumptions and judgements made by management in significant accounting estimates, discussions with management related to known or suspected instances of non-compliance with laws and regulations, review of Board minutes where available, and an evaluation of management controls designed to prevent and detect irregularities.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Craig Clinton (Senior Statutory Auditor)

for and on behalf of Drummond Laurie CA

Statutory Auditor

Unit 5

Gateway Business Park

Beancross Road

Grangemouth

FK3 8WX

26 September 2025

TURNOVER

3

6,236,317

8,001,275

Cost of sales

(4,270,094

)

(5,658,605

)

GROSS PROFIT

1,966,223

2,342,670

Administrative expenses

(3,041,643

)

(5,263,494

)

(1,075,420

)

(2,920,824

)

Other operating income

240,824

3,149,107

OPERATING (LOSS)/PROFIT

5

(834,596

)

228,283

Income from interest in associated undertakings

819,915

-

Income from other participating interests

1,721,987

-

Interest receivable and similar income

152,025

96,297

1,859,331

324,580

Amounts written off investments

6

(77,171

)

(49,249

)

1,782,160

275,331

Interest payable and similar expenses

7

(133,996

)

(113,385

)

PROFIT BEFORE TAXATION

1,648,164

161,946

Tax on profit

8

(75,352

)

(113,691

)

PROFIT FOR THE FINANCIAL YEAR

1,572,812

48,255

OTHER COMPREHENSIVE INCOME

Minority interest investment increase

685,734

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

685,734

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,258,546

48,255

Profit attributable to:

Owners of the parent

1,542,243

79,053

Non-controlling interests

30,569

(30,798

)

1,572,812

48,255

Total comprehensive income attributable to:

Owners of the parent

2,227,976

79,053

Non-controlling interests

30,570

(30,798

)

2,258,546

48,255

FIXED ASSETS

Intangible assets

11

725,850

266,998

Tangible assets

12

3,205,049

3,320,631

Investments

13

Interest in joint venture

50

50

Interest in associate

16,453

56,558

Other investments

276,864

317,793

4,224,266

3,962,030

CURRENT ASSETS

Stocks

14

272,401

117,766

Debtors

15

3,280,250

3,553,207

Cash at bank

2,988,972

1,186,043

6,541,623

4,857,016

CREDITORS

Amounts falling due within one year

16

(2,503,864

)

(2,043,136

)

NET CURRENT ASSETS

4,037,759

2,813,880

TOTAL ASSETS LESS CURRENT LIABILITIES

8,262,025

6,775,910

CREDITORS

Amounts falling due after more than one year

17

(1,661,920

)

(1,865,038

)

PROVISIONS FOR LIABILITIES

20

(250,833

)

(169,127

)

NET ASSETS

6,349,272

4,741,745

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Other reserves

22

77,633

77,633

Retained earnings

22

5,965,088

4,957,111

SHAREHOLDERS' FUNDS

6,043,721

5,035,744

NON-CONTROLLING INTERESTS

23

305,551

(293,999

)

TOTAL EQUITY

6,349,272

4,741,745

The financial statements were approved by the director and authorised for issue on 25 September 2025 and were signed by:

Mr A W Lyle - Director

FIXED ASSETS

Intangible assets

11

-

280

Tangible assets

12

49,093

35,582

Investments

13

1,101,785

542,794

1,150,878

578,656

CURRENT ASSETS

Debtors

15

3,221,199

6,081,450

Cash at bank

1,771,718

430,982

4,992,917

6,512,432

CREDITORS

Amounts falling due within one year

16

(951,806

)

(705,686

)

NET CURRENT ASSETS

4,041,111

5,806,746

TOTAL ASSETS LESS CURRENT LIABILITIES

5,191,989

6,385,402

PROVISIONS FOR LIABILITIES

20

(9,328

)

-

NET ASSETS

5,182,661

6,385,402

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Other reserves

22

77,633

77,633

Retained earnings

22

5,104,028

6,306,769

SHAREHOLDERS' FUNDS

5,182,661

6,385,402

Company's profit for the financial year

17,259

29,309

The financial statements were approved by the director and authorised for issue on 25 September 2025 and were signed by:

Mr A W Lyle - Director

Called up

share

Retained

Other

capital

earnings

reserves

£

£

£

Balance at 1 January 2023

1,000

4,878,058

77,633

Changes in equity

Total comprehensive income

-

79,053

-

Balance at 31 December 2023

1,000

4,957,111

77,633

Changes in equity

Dividends

-

(1,220,000

)

-

Total comprehensive income

-

2,227,977

-

1,000

5,965,088

77,633

Minority interest investment

-

-

-

Investment reserves movement

-

-

-

Balance at 31 December 2024

1,000

5,965,088

77,633

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

4,956,691

(263,201

)

4,693,490

Changes in equity

Total comprehensive income

79,053

(30,798

)

48,255

Balance at 31 December 2023

5,035,744

(293,999

)

4,741,745

Changes in equity

Dividends

(1,220,000

)

(103,300

)

(1,323,300

)

Total comprehensive income

2,227,977

30,570

2,258,547

6,043,721

(366,729

)

5,676,992

Minority interest investment

-

1,358,014

1,358,014

Investment reserves movement

-

(685,734

)

(685,734

)

Balance at 31 December 2024

6,043,721

305,551

6,349,272

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

1,000

6,277,460

77,633

6,356,093

Changes in equity

Total comprehensive income

-

29,309

-

29,309

Balance at 31 December 2023

1,000

6,306,769

77,633

6,385,402

Changes in equity

Dividends

-

(1,220,000

)

-

(1,220,000

)

Total comprehensive income

-

17,259

-

17,259

Balance at 31 December 2024

1,000

5,104,028

77,633

5,182,661

Cash flows from operating activities

Cash generated from operations

1

(904,777

)

885,336

Interest paid

(133,996

)

(113,385

)

Tax paid

11,943

(10,502

)

Net cash from operating activities

(1,026,830

)

761,449

Cash flows from investing activities

Purchase of intangible fixed assets

(599,503

)

(127,221

)

Purchase of tangible fixed assets

(34,879

)

(8,798

)

Sale of intangible fixed assets

16,759

69,000

Sale of fixed asset investments

22,017

21,080

Interest received

152,025

96,297

Dividends received

2,541,902

-

Net cash from investing activities

2,098,321

50,358

Cash flows from financing activities

New loans in year

684,225

-

Loan repayments in year

(93,499

)

(1,000,399

)

Amount introduced by directors

6,900

-

Amount withdrawn by directors

-

(6,900

)

Investment by minority interest

1,353,812

-

Equity dividends paid

(1,220,000

)

-

Net cash from financing activities

731,438

(1,007,299

)

Increase/(decrease) in cash and cash equivalents

1,802,929

(195,492

)

Cash and cash equivalents at beginning of year

2

1,186,043

1,381,535

Cash and cash equivalents at end of year

2

2,988,972

1,186,043

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit before taxation

1,648,164

161,946

Depreciation charges

150,741

154,625

Profit on disposal of fixed assets

-

(69,000

)

Amounts written off investments

77,171

49,249

Finance costs

133,996

113,385

Finance income

(2,693,927

)

(96,297

)

(683,855

)

313,908

Increase in stocks

(154,635

)

(47,620

)

Decrease in trade and other debtors

248,143

692,491

Decrease in trade and other creditors

(314,430

)

(73,443

)

Cash generated from operations

(904,777

)

885,336

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

2,988,972

1,186,043

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,186,043

1,381,535

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

1,186,043

1,802,929

2,988,972

1,186,043

1,802,929

2,988,972

Debt

Debts falling due within 1 year

(303,714

)

(684,855

)

(988,569

)

Debts falling due after 1 year

(1,334,274

)

93,499

(1,240,775

)

(1,637,988

)

(591,356

)

(2,229,344

)

Total

(451,945

)

1,211,573

759,628