ACCOUNTS - Final Accounts preparation

Operating (loss)/profit

The operating profit is stated after charging / (crediting):

Registered number: 03516925

YLEM GROUP LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

YLEM GROUP LIMITED

COMPANY INFORMATION

Directors	C Hull
	A Ward
	I Gadsby


Registered number	03516925


Registered office	Edison House
	Daniel Adamson Road
	Salford
	Manchester
	M50 1DT


Independent auditor	Forvis Mazars LLP
	Chartered Accountants & Statutory Auditor
	1 St Peter's Square
	Manchester
	M2 3DE


Bankers	Barclays Bank plc
	Leicester
	Leicestershire
	LE87 2BB


Solicitors	Stevens & Bolton LLP
	Wey House
	Farnham Road
	Guildford
	Surrey
	GU1 4YD

YLEM GROUP LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditor's report	6 - 9
Consolidated profit and loss account	10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12 - 13
Company balance sheet	14
Consolidated statement of changes in equity	15
Company statement of changes in equity	16
Consolidated statement of cash flows	17 - 18
Consolidated analysis of net debt	19
Notes to the financial statements	20 - 46

YLEM GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The principal activity of Ylem Group Limited is to act as a holding company for the wider group, the activities of which include the design, financing, installation and maintenance of medium to long term renewable and non-renewable power generation and storage projects, as well as the provision of consultancy, measurement, control and management services for the energy efficiency market.
The Group's portfolio structure enables its UK and international businesses, each with its own dedicated management team, to focus on clearly defined market sectors.

Key performance indicators

In the opinion of the directors the most relevant indicators to assess the performance of the Group's portfolio of companies are profitability after financing costs, defined for this purpose at the profit before tax (PBT) level, and long-term cash generation for which earnings before interest, tax, depreciation and amortisation (EBITDA) provides an acceptable proxy.
The consolidated results of the Ylem Group for the year ended 31 March 2025 (compared to the year ended 31
March 2024) are summarised on page 10.
The Group's businesses generated a pre-tax loss of £5.6m (2024: £1.2m). Total dividends paid by the Company in the period amount to £Nil (2024: £Nil).
The Group's businesses generated EBITDA as calculated below:
Pre-tax loss £5.6m (2024: £1.2m)
Add back interest £3.8m (2024: £3.5m)
Add back depreciation and amortisation £4.6m (2024: £5.6m)
EBITDA £2.8m (2024: £7.9m)

Business review

The Group strategy is to continue operating as an Independent Power Producer (IPP), owning and managing a portfolio of renewable baseload and flexible generation assets. The Group is developing new sites using a range of energy efficient technologies and is well positioned for the energy transition to net-zero. The Group benefits from its in-house operations and maintenance services, which it also offers externally, and has built a strong reputation in the market.

Future development

The Group is pursuing a number of growth strategies to develop a portfolio of power generating and storage assets. A number of new sites are in construction and are forecast to be commissioned during 2025/26. A pipeline of future opportunities continues to be developed utilising a range of technologies to meet the future demands of an increasingly decentralised national grid.

Principal risks and uncertainties

The directors periodically review and agree objectives for managing key risks. These key risks, and the way in which the group seeks to manage them, are summarised below:

Page 1

YLEM GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Market risk and cash flow risk

A high proportion of the Group's turnover is derived from long-term investments in renewable and non-renewable power generation operations, currently mainly in Sterling. For projects generating for energy markets, fluctuating prices are mitigated using forward sale contracts, where the directors consider appropriate.

Liquidity risk and interest rate risk

The Group seeks to manage financial risk by careful control of working capital and approval of discretionary capital expenditure only where sufficient liquidity exists to meet foreseeable operational needs.

Credit risk

Credit risk is limited in the Group because power generation customers are generally blue chip or government backed. Rigid credit control measures are implemented for higher risk customers or consumers although the typically small size of contract values limits the potential impact of credit risk on overall Group financial performance.

Statement of the directors' duties in performance of s172(1) Companies Act 2019

The board of directors of Ylem Group Limited consider that both individually and together for the year ended 31 March 2025 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Group for the benefit of its members as a whole and having regard to the matters set out in s172(1)(a-f) as below:

a)The likely consequences of any decision in the long term;

b)The interests of the Group’s employees;

c)The need to foster the Group’s business relationships with suppliers, customers and others;

d)The impact of the Group’s operations on the community and the environment;

e)The desirability of the Group maintaining a reputation for high standards of business conduct; and

f)The need to act fairly between members of the Group.

The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders.
The directors have regard to the likely consequences of their decisions on the long-term objectives and sustainability of the Group, its stakeholders and the community whilst also preserving its values and culture. With this in mind, when a dividend is proposed it is important to confirm the availability of distributable reserves whilst also considering cash requirements for future investment and without prejudicing the position of other creditors. We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose.
Our employees are key so it is very important that they have the right attitude and the drive to create ideas and set high standards. All employees are encouraged to be honest and regular discussions are held with employees. The directors make an effort to visit our hubs to talk to the employees which gives them the opportunity to hear their ideas and see first-hand where any improvements can be made.
We recognise the need to foster the Group’s business relationships with suppliers, customers and others. We carry out our business with similar-minded people and forge strong and lasting partnerships which is important for our long-term success.
We are proud to be part of the local and wider communities. It is our aim to create opportunities to recruit and develop people and to understand the local issues that are important to the communities in which our power generation assets operate and what we can do to support them.

Page 2

YLEM GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

All new employees receive an induction into the Group, which covers our standards, equal opportunities and training programmes (amongst other things). All employees have access to the Group’s Operating Procedures and Codes of Conduct and understand the requirement for them to comply with the Group’s high standards of business conduct at all times. Any issues of non-compliance with any of our policies can be dealt with in confidence.
The Group aims to act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the Group.

Streamlined energy and carbon reporting (SECR)

The Group is considered to be exempt from the requirements to present the information required under SECR disclosures, due to all of its subsidiary undertakings not needing to report at an individual level on the grounds of size and the parent entity being a low energy consumer during the period.

This report was approved by the board on 25 November 2025 and signed on its behalf.

C Hull

Director

Page 3

YLEM GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 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 the Group and of the profit or loss of the Company and the Group for that period.

In preparing these financial statements, the directors are required to:

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

∙make judgements 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 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Financial risk management objectives and policies

Financial risk management objectives and policies are detailed in the Strategic Report.

Dividends

No dividends were paid during the period (31 March 2024: £Nil). The directors do not recommend the payment
of a dividend.

Directors

The directors who served during the year were:

C Hull

A Ward

I Gadsby

Future developments

Comments on future developments are set out in the Strategic Report and form part of this report by cross-reference.

Page 4

YLEM GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Engagement with employees

The Group and Company has maintained its commitment to employee involvement and sound employee relations. The directors hold regular meetings with managers to keep them informed of significant operational and market developments, key business objectives, and the factors affecting the performance of the Group and the Company for communication to staff as appropriate.

Disabled employees

The Company has continued its policy of employing disabled persons wherever practicable having regard to their particular aptitudes and abilities. When the situation arises, the Company endeavours to retrain any members of staff who develop a disability during employment with the Company. It is the policy of the Group and the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Going concern

The businesses enjoy healthy positive operational cash flow from investment in cash generative projects, together with medium-term contracted revenue streams arising from energy services and maintenance contracts.
The directors consider that the Company and the Group have adequate resources to continue operations for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in note 2.3 to the financial statements.

Qualifying third party indemnity provisions

The Group has appropriate Directors' and Officers' insurance covering all Directors for both the Company and its subsidiaries.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

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

∙the director 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 auditor is aware of that information.

Auditor

The auditor, Forvis Mazars LLP will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 November 2025 and signed on its behalf.

C Hull

Director

Page 5

YLEM GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YLEM GROUP LIMITED

Opinion

We have audited the financial statements of Ylem Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of cash flows, the Consolidated analysis of net debt 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 FRS 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 31 March 2025 and of the Group's loss 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 Group and the parent 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 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 directors with respect to going concern are described in the relevant sections of this report.

Page 6

YLEM GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YLEM GROUP LIMITED (CONTINUED)

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.

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 Directors' 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 Directors' 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 their environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' 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 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' responsibilities statement set out on page 4, 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.

Page 7

YLEM GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YLEM GROUP LIMITED (CONTINUED)

In preparing the financial statements, the directors are 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 directors either intend to liquidate the Group or the parent 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 the financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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 and the parent company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
• Inquiring of management and, where appropriate, those charged with governance, as to whether the
group and the parent company is in compliance with laws and regulations, and discussing their policies
and procedures regarding compliance with laws and regulations;
• Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
• Communicating identified laws and regulations to the engagement team and remaining alert to any
indications of non-compliance throughout our audit; and
• Considering the risk of acts by the group and the parent company which were contrary to applicable laws
and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the directors and management on whether they had knowledge of any actual,
suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by performing journal entry
testing.

Page 8

YLEM GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YLEM GROUP LIMITED (CONTINUED)

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 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.

Christopher Martin (Senior Statutory Auditor)

For and behalf of Forvis Mazars LLP

Chartered Accountants & Statutory Auditor

1 St Peter's Square

Manchester

M2 3DE

25 November 2025

Page 9

YLEM GROUP LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£000	£000


Turnover	4	32,667	36,528
Cost of sales		(25,657)	(24,669)
Gross profit		7,010	11,859
Administrative expenses		(8,536)	(9,839)
Other operating income	5	382	275
Loss on disposal of fixed assets		(700)	(14)
Operating (loss)/profit	6	(1,844)	2,281
Interest receivable and similar income	11	382	143
Interest payable and similar expenses	12	(4,165)	(3,616)
Loss before tax		(5,627)	(1,192)
Tax on loss	13	(172)	(488)
Loss for the financial year		(5,799)	(1,680)

Loss for the year attributable to:
Non-controlling interests	102	19
Owners of the parent	(5,901)	(1,699)
	(5,799)	(1,680)

The notes on pages 20 to 46 form part of these financial statements.

Page 10

YLEM GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

				2025	2024
			Note	£000	£000

Loss for the financial year	(5,799)	(1,680)
Other comprehensive income
Currency translation differences	(340)	(3)
Other comprehensive income for the year	(340)	(3)
Total comprehensive income for the year	(6,139)	(1,683)

Loss for the year attributable to:
Non-controlling interest	102	19
Owners of the parent Company	(5,901)	(1,699)
	(5,799)	(1,680)

The notes on pages 20 to 46 form part of these financial statements.

Page 11

YLEM GROUP LIMITED

REGISTERED NUMBER: 03516925

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£000		£000

Fixed assets
Intangible assets	14		4,318		4,132
Tangible assets	15		63,784		50,228
			68,102		54,360
Current assets
Stocks	17	1,858		1,951
Debtors: amounts falling due within one year	18	13,101		14,317
Cash at bank and in hand	19	7,943		16,007
		22,902		32,275
Creditors: amounts falling due within one year	20	(9,372)		(10,028)
Net current assets			13,530		22,247
Total assets less current liabilities			81,632		76,607
Creditors: amounts falling due after more than one year	21		(51,675)		(40,020)
Provisions	24		(2,324)		(2,180)
Net assets			27,633		34,407

Capital and reserves
Called up share capital	25	8,458	8,458
Share premium account		53	53
Profit and loss account	26	19,119	25,267
Equity attributable to owners of the parent Company		27,630	33,778
Non-controlling interests		3	629
		27,633	34,407

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 November 2025.

C Hull

Director

The notes on pages 20 to 46 form part of these financial statements.

Page 12

YLEM GROUP LIMITED

REGISTERED NUMBER: 03516925

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2025

Page 13

YLEM GROUP LIMITED

REGISTERED NUMBER: 03516925

COMPANY BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	15		803		881
Investments	16		20,918		14,407
			21,721		15,288
Current assets
Debtors: amounts falling due after more than one year	18	56,359		33,353
Debtors: amounts falling due within one year	18	1,892		2,548
Cash at bank and in hand	19	254		8,581
		58,505		44,482
Creditors: amounts falling due within one year	20	(718)		(800)
Net current assets			57,787		43,682
Total assets less current liabilities			79,508		58,970

Creditors: amounts falling due after more than one year	21		(37,741)		(25,211)

Net assets			41,767		33,759

Capital and reserves
Called up share capital	25	8,458	8,458
Share premium account		53	53
Profit and loss account	26	33,256	25,248
		41,767	33,759

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 November 2025.

C Hull

Director

The notes on pages 20 to 46 form part of these financial statements.

Page 14

YLEM GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000	£000
At 1 April 2023	8,457	31	26,946	35,434	610	36,044
Comprehensive income for the year
Loss for the year	-	-	(1,699)	(1,699)	19	(1,680)
Currency translation differences	-	-	(3)	(3)	-	(3)
Total comprehensive income for the year	-	-	(1,702)	(1,702)	19	(1,683)
Shares issued during the year	1	22	-	23	-	23
Share based payment charge	-	-	23	23	-	23
Total transactions with owners	1	22	23	46	-	46

At 1 April 2024	8,458	53	25,267	33,778	629	34,407
Comprehensive income for the year
Loss for the year	-	-	(5,901)	(5,901)	102	(5,799)
Currency translation differences	-	-	(340)	(340)	-	(340)
Total comprehensive income for the year	-	-	(6,241)	(6,241)	102	(6,139)
Dividends paid to non-controlling interest	-	-	-	-	(728)	(728)
Share based payment charge	-	-	93	93	-	93
Total transactions with owners	-	-	93	93	(728)	(635)
At 31 March 2025	8,458	53	19,119	27,630	3	27,633

The notes on pages 20 to 46 form part of these financial statements.

Page 15

YLEM GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 April 2023	8,457	31	19,916	28,404
Comprehensive income for the year
Profit for the year	-	-	5,309	5,309
Total comprehensive income for the year	-	-	5,309	5,309
Shares issued during the year	1	22	-	23
Share based payment charge	-	-	23	23
Total transactions with owners	1	22	23	46

At 1 April 2024	8,458	53	25,248	33,759
Comprehensive income for the year
Profit for the year	-	-	7,915	7,915
Total comprehensive income for the year	-	-	7,915	7,915
Contributions by and distributions to owners
Share based payment charge	-	-	93	93
Total transactions with owners	-	-	93	93
At 31 March 2025	8,458	53	33,256	41,767

The notes on pages 20 to 46 form part of these financial statements.

Page 16

YLEM GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

			2025	2024
			£000	£000

Cash flows from operating activities
Loss for the financial year	(5,799)	(1,680)
Adjustments for:
Amortisation of intangible assets	1,016	739
Depreciation of tangible assets	3,552	4,856
Loss on disposal of tangible assets	700	14
Interest paid	4,165	3,402
Interest received	(382)	(143)
Taxation charge	172	488
Decrease/(increase) in stock	93	(432)
Decrease/(increase) in trade and other debtors	1,216	(620)
Decrease/(increase) in related party debtors	42	(1)
Increase/(decrease) in trade and other creditors	(680)	(1,206)
Increase/(decrease) in related party creditors	-	(435)
Increase/(decrease) in provisions	305	(181)
Share based payments	93	23
Foreign tax paid	(307)	(293)
Foreign exchange	(307)	(125)
Net cash generated from operating activities	3,879	4,406

Cash flows from investing activities
Purchases of intangible assets	(1,202)	(4,015)
Purchase of tangible fixed assets	(19,054)	(12,542)
Disposal proceeds	1,107	-
Interest received	382	143
Net cash from investing activities	(18,767)	(16,414)
Cash flows from financing activities
Drawdown of loan	15,025	11,073
Repayment of loans	(660)	(140)
Dividends paid to non-controlling interest	(728)	-
Interest paid	(6,851)	(641)
Net cash used in financing activities	6,786	10,292
Net (decrease) in cash and cash equivalents	(8,102)	(1,716)
Cash and cash equivalents at beginning of year	16,007	17,638
Foreign exchange gains and losses	38	85

Page 17

YLEM GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

		2025	2024
		£000	£000

Cash and cash equivalents at the end of year	7,943	16,007

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,943	16,007
	7,943	16,007

The notes on pages 20 to 46 form part of these financial statements.

Page 18

YLEM GROUP LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MARCH 2025


At 1 April 2024	Cash flows	Other non-cash changes	At 31 March 2025
£000	£000	£000	£000

Cash at bank and in hand	16,007	(8,102)	38	7,943
Debt due after 1 year	(40,020)	(11,146)	(509)	(51,675)
Debt due within 1 year	(785)	694	(628)	(719)
	(24,798)	(18,554)	(1,099)	(44,451)

The notes on pages 20 to 46 form part of these financial statements.

Page 19

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Ylem Group Limited (the Company), is a company incorporated in the United Kingdom under the Companies Act 2006. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is shown on the company information page.
The principal activities of the Company and its subsidiaries (the Group) and the nature of the Group's operations are set out in the Group Strategic Report on pages 1 to 3.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account 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 Balance sheet, 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 20

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

Going concern

The businesses enjoy healthy positive cash flows from investment in cash generative projects made in previous years, together with medium-term contracted revenue streams arising from energy services and maintenance contracts. The Group holds significant cash balances and has unutilised borrowing potential and enjoys a capex regime that is discretionary. The directors believe that the Group is adequately funded to continue developing its core businesses, whilst making selective investments in future power generation and energy services projects, together with managing the associated risks successfully. The Group has also received a commitment from Major Oak Limited, a major shareholder, that they will provide sufficient financial support to the Group should the Group need it to continue its activites and discharge its liabilities as they fall due for at least 12 months after the signing date of the 2025 financial statements.
In preparing the Group’s forecasts, the key assumptions made were in relation to energy and renewable obligation certificates (ROC) prices, together with forecast land fill gas production. The directors are confident that even under the most severe scenarios, they can take sufficient mitigating action to ensure that the Group has adequate cash resources over the forecast period. Covenants on debt have also been considered. Furthermore, the Group has entered into fixed power price agreements for its landfill gas portfolio up to March 2026.
In this context, having regard to profits in the current period, recent forecasts and an assessment of reasonably expected future events, the directors consider that the Group and Company have adequate financial resources for the foreseeable future and have made an assessment of going concern based on the 12 months from the date of these financial statements. Thus the going concern basis of accounting is considered appropriate in preparing the Financial Statements for the year ended 31 March 2025.

2.4

Revenue

Turnover is stated net of VAT and trade discounts. Turnover from the sale of goods is recognised when the goods are physically dispatched. Turnover from the value of sales of electricity generated, including ROCs, is recognised when supplied to the grid. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. When a contract has only been partially completed at the balance sheet date, turnover represents the value of services provided to date based on a proportion of the total contract value. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year. Where customers have not been invoiced for services provided as at the balance sheet date, the amounts are recorded as accrued income and included as part of debtors due within one year.

Page 21

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.5

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.6

Business development

Business Development costs are held on the balance sheet and are reviewed throughout the financial year. For any projects that do not progress the costs are released to the profit and loss at that stage, if the project is successful the costs are then capitalised.

2.7

Intangible assets

Goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight-line basis over its useful economic life of up to 5 years. Provision is made for any impairment.
Licenses
Licences represent the rights to future revenues and economic benefit from utility service provision agreements and are included at cost and amortised in equal annual instalments over the estimated economic life of twenty years.

2.8

Tangible fixed assets

Tangible fixed assets are capitalised at cost including the expected cost of decommissioning where appropriate. Freehold land and assets in the course of construction are not depreciated. Depreciation is provided on all other tangible fixed assets in use at rates calculated to write off the cost of each asset, less estimated residual value and any provision for impairment, over its expected useful life on a straight-line basis, as follows:

Page 22

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

Tangible fixed assets (continued)

Freehold property	-	16 - 25 years
Plant and machinery	-	3 - 25 years
Motor vehicles	-	3 - 4 years
Fixtures and fittings	-	3 - 7 years
Assets under construction	-	Not depreciated

Development costs
Development expenditure is written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised within tangible fixed assets. Provision is made for any impairment.

2.9

Investments

Fixed and listed current asset investments are stated at cost unless, in the opinion of the directors, there has been an impairment, in which case an appropriate adjustment is made.

2.10

Stocks

Stocks are valued at the lower of cost and net realisable value, after making allowance for obsolete and slow-moving stock. Cost is determined on a first in, first out basis and, in the case of work in progress and finished goods, includes all direct expenditure and production overheads, based on normal levels of activity, incurred in bringing products to their present location and condition.
Net realisable value is based on estimated selling price net of any payments on account, less any further cost of realisation.

2.11

Long term contracts

Long term contracts are assessed on a contract by contract basis and are reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Where appropriate, attributable profits are recognised. Any anticipated losses identified on a contract by contract basis are provided for immediately in full.

2.12

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.

2.13

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.

Page 23

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

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.

2.15

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.16

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.

2.17

Leases

Rentals payable under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis.

Page 24

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.18

Pensions

The Group contributes to money purchase pension schemes, which are operated by independent pension providers. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.19

Interest income

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

2.20

Provisions for liabilities

Provisions are recognised when the group has a present obligation (legal or constructive) as a result
of a past event, it is probable that the group will be required to settle the probable outflow of
resources, and a reliable estimate can be made of the amount of the obligation.

2.21

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more or a right to pay less tax. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis using the tax rates and laws that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted by the balance sheet date.

Page 25

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.21

Taxation (continued)

Deferred tax assets and liabilities are offset only if: a) the Company in which they arise has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

2.22

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 assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
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 deducting all of its liabilities.
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Impairment of financial assets
Financial assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Derecognition of financial liabilities
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Page 26

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

3.	Critical accounting estimates and key sources of estimation uncertainty

In the application of the group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group's accounting policies
The directors do not consider there to be any critical accounting judgements that must be applied.
Key sources of estimation uncertainty
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are addressed below:
Useful lives of tangible fixed assets
Those companies in the group with significant fixed assets, particularly power generation projects, review the estimated useful lives of tangible fixed assets at the end of each reporting period as well as assessments of gas availability and expected energy market prices in the case of the renewable energy sector. During the current period, the directors of such businesses have considered whether the useful lives are still appropriate, as well as whether any impairment is necessary where the recoverable amount is considered as a comparison of the higher of fair value, less costs to sell, and value in use, determined on the basis of such assessments.
Obsolete stock provisions
Company management performs detailed stock analyses at the year end, to decide if an obsolescence provision is needed.
Profit recognition on contracts
Management seek to match costs with related revenues in the light of an assessment of the expected costs to complete and final outcome of contract performance.

Page 27

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Turnover

Analysis of turnover by country of destination:

					2025	2024
					£000	£000

United Kingdom	26,021	32,747
Rest of the world	6,646	3,781
	32,667	36,528

5.	Other operating income
		2025	2024
		£000	£000

Rent receivable	382	269
Profit on investments	-	6
	382	275

Amortisation of goodwill (see note 14)	1,016	739
Depreciation of tangible fixed assets (see note 15)	3,552	4,856
Foreign exchange (gains)/losses	(2)	212
Operating lease expense - other (motor vehicles and equipment)	521	234

7.	Auditor's remuneration
		2025	2024
		£000	£000

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements	37	35
Fees payable to the Company's auditor in respect of:
The auditing of accounts of subsidiaries of the Company	231	203
Taxation compliance services	62	57

Page 28

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000


Wages and salaries	5,418	4,813	432	606
Social security costs	604	332	76	69
Cost of defined contribution scheme	231	260	20	21
	6,253	5,405	528	696

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Office and management	68	55	3	4
Operations, maintenance and service	53	57	-	-

	121	112	3	4

9.	Directors' remuneration
		2025	2024
		£000	£000

Directors' emoluments	402	381
Group contributions to defined contribution pension schemes	19	44
	421	425

	During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £219,274 (2024 - £213,472).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £44,051).

A third director received remuneration within the group during the year, however this was paid through a subsidiary company (Ylem Energy Limited) and not the parent company.

Page 29

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.	Share based payments
	Ylem Group Limited operated an equity-settled share-based payment scheme for certain employees during the course of the year. There are no performance conditions attached to the awards to employees. At 31 March 2025 the expected vesting date was 30 September 2027 for the purposes of determining the charge for the year. A zero leaver probability was assumed for the remaining employees for the purposes of estimating the share-based payment charge. A reconciliation of the A ordinary share movement over the year to 31 March 2025 is shown below.
		2025	2024
		Number	Number

A ordinary shares
Opening at 1 April	821,485	774,543
Granted	-	46,942
Forfeited	(46,942)	-
Outstanding at 31 March	774,543	821,485

The company is unable to directly measure the fair value of employee services received. Instead, the fair value of the A ordinary shares granted during the year has been determined using an option pricing methodology. The model is internationally recognised as being appropriate to value employee share schemes. This methodology considers the hurdle price before the participation of the A ordinary shares, the period to vesting, the total value of the company at the grant date, the expected volatility, the expected dividend yield and the risk-free interest rate for the expected term.
The fair value of the A ordinary shares was estimated to be £0.77 per share at the grant date. After deducting for the subscription cost of £0.05 per share the share-based payment charge per share (prior to consideration of service conditions) was estimated to be £0.72 per share.
The total share based payment charge in the year with respect of the A ordinary shares was £92,694 (2024: £23,173).

11.	Interest receivable and other income
		2025	2024
		£000	£000

	Interest receivable	382	143
		382	143

Page 30

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	Interest payable and similar expenses
		2025	2024
		£000	£000

Exchange losses	24	214
Bank interest payable	1,384	878
Other interest payable	2,757	2,524
	4,165	3,616


Foreign tax
Foreign tax on income for the year	395	169
Foreign tax in respect of prior periods	41	-
Total current tax	436	169

Deferred tax
Origination and reversal of timing differences	261	13
Adjustment in respect of previous periods	(525)	306
Total deferred tax	(264)	319


	Tax on loss	172	488

Page 31

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.Taxation (continued)

Loss on ordinary activities before tax

(5,627)

(1,192)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(1,407)	(298)
Effects of:
Expenses not deductible for tax purposes	745	403
Fixed asset timing differences	267	287
Movement in deferred tax not recognised	1,619	57
Overseas tax effect	(3)	2
Adjustments in respect of previous years (deferred tax)	(525)	306
Withholding tax on deferred dividend in specie	-	39
Income not taxable	(88)	(308)
Adjustments from previous periods	41	-
Effects of group relief/ other reliefs	(477)	-
Total tax charge for the year	172	488

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

The Group has unused tax losses of £9,834,847 (2024: £12,110,138) for which deferred tax assets of £2,458,712 (2024: £2,394,555) have not been recognised.

Page 32

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Intangible assets
	Group

	Contract assets	Goodwill	Total
	£000	£000	£000
Cost
At 1 April 2024	-	15,268	15,268
Additions	245	957	1,202
At 31 March 2025	245	16,225	16,470
Amortisation
At 1 April 2024	-	11,136	11,136
Charge for the year	-	1,016	1,016
At 31 March 2025	-	12,152	12,152
Net book value
At 31 March 2025	245	4,073	4,318
At 31 March 2024	-	4,132	4,132

Page 33

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.Intangible assets (continued)

	Company

		Goodwill
		£000
	Cost
	At 1 April 2024	9,102
	At 31 March 2025	9,102
	Amortisation
	At 1 April 2024	9,102
	At 31 March 2025	9,102
	Net book value
	At 31 March 2025	-
	At 31 March 2024	-

Page 34

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.	Tangible fixed assets
	Group

	Freehold land and buildings	Plant and machinery	Fixtures, fittings and computer equipment	Motor vehicles	Assets under construction	Total
	£000	£000	£000	£000	£000	£000
Cost or valuation
At 1 April 2024	3,772	64,435	1,104	133	13,195	82,639
Additions	-	2,223	16	-	16,815	19,054
Disposals	-	(2,694)	(8)	-	(710)	(3,412)
Transfers between classes	-	7,140	-	-	(7,140)	-
Exchange adjustments	-	(637)	(5)	(10)	3	(649)
At 31 March 2025	3,772	70,467	1,107	123	22,163	97,632
Depreciation
At 1 April 2024	2,923	28,554	863	71	-	32,411
Charge for the year	71	3,386	82	13	-	3,552
Disposals	-	(1,598)	(7)	-	-	(1,605)
Exchange adjustments	-	(499)	(6)	(5)	-	(510)
At 31 March 2025	2,994	29,843	932	79	-	33,848
Net book value
At 31 March 2025	778	40,624	175	44	22,163	63,784
At 31 March 2024	849	35,881	241	62	13,195	50,228

Page 35

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.Tangible fixed assets (continued)

	Company

	Freehold property	Fixtures and fittings	Computer equipment	Total
	£000	£000	£000	£000
Cost or valuation
At 1 April 2024	3,773	66	10	3,849
At 31 March 2025	3,773	66	10	3,849
Depreciation
At 1 April 2024	2,923	38	7	2,968
Charge for the year on owned assets	71	6	1	78
At 31 March 2025	2,994	44	8	3,046
Net book value
At 31 March 2025	779	22	2	803
At 31 March 2024	850	28	3	881

Page 36

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 April 2024	38,033
	Additions	12,503
	Disposals	(4,548)
	At 31 March 2025	45,988
	Impairment
	At 1 April 2024	23,626
	Charge for the period	1,444
	At 31 March 2025	25,070
	Net book value
	At 31 March 2025	20,918
	At 31 March 2024	14,407

As part of a group restructure, a number of sub holding companies were created under the Company by means of share for share exchanges.
The Group performed an investment impairment review to consider the investment value of its subsidiaries. From this review, it was determined that the four Mexican entities should be impaired to market value. As a result, an impairment charge of £1.4m was recognised.

Page 37

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Ylem Energy Limited	United Kingdom	Renewable energy	Ordinary	100%
Energy Systems S.A. (PTY) Limited	South Africa (1)	Renewable energy	Ordinary	51%
Ylem Energy S.A. de C.V.	Mexico (2)	Renewable energy	Ordinary	100%
Natural Power Services S.A. de C.V.	Mexico (2)	Renewable energy	Ordinary	100%
CMR Consultants Limited	United Kingdom	Other trading	Ordinary	100%
Essential Control Limited	United Kingdom	Other trading	Ordinary	100%
Apeiron Properties Limited	United Kingdom	Non-trading companies	Ordinary	100%
Land Fill Gas Limited	United Kingdom	Non-trading companies	Ordinary	100%
Adamson Del 4 Limited	United Kingdom	Non-trading companies	Ordinary	100%
Knowsley Energy Recovery Limited	United Kingdom	Non-trading companies	Ordinary	100%
Power-Zero Limited (Formerly known as Ylem Renewables Limited)	United Kingdom	Renewable energy	Ordinary	100%
Biogas Technology Limited	United Kingdom	Energy generation	Ordinary	100%
Biogas Technology SA de CV	Mexico (2)	Landfill gas flaring	Ordinary	99.9%
Biogas Technology (Sawtry) Limited	United Kingdom	Renewable energy	Ordinary	100%
Sociedad Autoabaste de Energia Verde de Aguascalientes, S de R.L. de C.V.	Mexico (2)	Renewable energy	Ordinary	99.9%
Checkers Energy Limited	United Kingdom	Energy storage	Ordinary	100%
Ylem Power Limited	United Kingdom	Energy generation	Ordinary	100%
Corringham Power Limited	United Kingdom	Energy storage	Ordinary	100%
Corpower Limited	United Kingdom	Energy generation	Ordinary	100%
Goring Power Limited	United Kingdom	Energy generation	Ordinary	100%
Great Dunmow Power Limited	United Kingdom	Energy generation	Ordinary	100%
Llay Power Limited	United Kingdom	Energy generation	Ordinary	100%
Sutton Power Limited	United Kingdom	Energy generation	Ordinary	100%
Blaguegate Power Limited	United Kingdom	Energy generation	Ordinary	100%
Wharfside Power Limited	United Kingdom	Energy generation	Ordinary	100%
Reay Power	United Kingdom	Energy storage	Ordinary	100%
PowerZero Energy Limited	United Kingdom	Energy generation	Ordinary	100%
Heywood Power Limited	United Kingdom	Energy generation	Ordinary	100%
Ylem Flexible Power Limited	United Kingdom	Energy generation	Ordinary	100%
Root-Power Limited (Formally known as Ylem BESS Limited)	United Kingdom	Energy storage	Ordinary	100%
Root-Power (North) Limited (Formally known as Ylem BESS (North) Limited)	United Kingdom	Energy storage	Ordinary	100%

Page 38

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings (continued)

Name

Registered office

Principal activity

Class of shares

Holding

	Root-Power (South) Limited (Formally known as Ylem BESS (South) Limited)	United Kingdom	Energy storage	Ordinary	100%
	Uttlesford Power Limited	United Kingdom	Non-trading companies	Ordinary	100%

All UK subsidiary companies share the same registered office address as Ylem Group Limited, as shown on the company information page.
(1) 51% subsidiary of Ylem Group Limited.
Registered office: 205 Northway, Durban North, 4051, Republic of South Africa.
(2) Registered office: Torre Plaza Bosques, Avienda Universidad 1001, Fraccionamiento Bosques del Predo Norte, C.P. 20127, Aguascalientes, Mexico

17.	Stocks
		Group	Group
		2025	2024
		£000	£000

Raw materials and consumables	1,546	1,477
Work in progress	312	474
	1,858	1,951

	The difference between purchase price or production cost of stocks and their replacement cost is not material.
	The stock provision held at the year end is £65,000 (2024: £107,000)

Page 39

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000


Trade debtors	1,388	2,565	166	49
Amounts owed by group undertakings	-	-	1,224	2,021
Amounts owed by joint ventures and associated undertakings	24	66	-	-
Other debtors	2,308	2,299	131	129
Prepayments and accrued income	8,233	8,320	215	207
Deferred taxation	1,148	1,067	156	142
	13,101	14,317	1,892	2,548

.	Debtors: Amounts falling due after more than one year
		Company 2025	Company 2024
		£000	£000


Amounts owed by group undertakings	56,359	33,353
	56,359	33,353

Amounts owed by group undertakings to the Company includes loans due less than 1 year of £1.2m (2024: £2.0m) and due greater than 1 year of £56.4m (2024: £33.4m). £56.2m (2024: £33.7m) of these loans are Sterling denominated and earn interest at rates of between 0% and 5% over base rate (2024: same) and £1.4m (2024: £1.7m) is denominated in South African Rand and bears interest at the South African prime lending rate (2024: same).

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Cash at bank and in hand	7,943	16,007	254	8,581
	7,943	16,007	254	8,581

Page 40

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	719	785	-	-
Trade creditors	3,118	3,697	222	185
Corporation tax	93	-	-	-
Other taxation and social security	166	211	36	35
Other creditors	747	343	294	316
Accruals and deferred income	4,529	4,992	166	264
	9,372	10,028	718	800

21.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	14,071	10,102	-	-
Amounts owed to other participating interests	37,604	29,918	33,776	25,211
Amounts owed to group undertakings	-	-	3,965	-
	51,675	40,020	37,741	25,211

Page 41

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.	Loans

		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Amounts falling due within one year
Bank loans	719	785	-	-
Amounts falling due 1-2 years
Bank loans	575	495	-	-
Amounts owed to group undertakings	-	-	3,965	-
Amounts falling due 2-5 years
Bank loans	13,496	9,607	-	-
Amounts owed to related party	37,604	29,918	33,776	25,211

	52,394	40,805	37,741	25,211

Amounts payable by the Company includes a loan of £33.8m (2024: £25.2m). The loan is Sterling denominated and accrues interest at a rate of 5% over base rate (2024: 5% over base rate).

23.	Net deferred tax (liability) / asset
		2025	2024
		£000	£000

Group
At beginning of year	(547)	(209)
Deferred tax charge to income statement for the period	264	(319)
Foreign exchange differences	(22)	(19)
Net deferred tax (liability) at end of year	(305)	(547)

The net deferred taxation (liability) consists of:
	Group	Group
	2025	2024
	£000	£000


Deferred tax asset (note 18)	1,148	1,067
Deferred tax liability (note 24)	(1,453)	(1,614)
	(305)	(547)

Page 42

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

23.	Net deferred tax (liability) / asset (continued)

Deferred taxation assets are recognised where the group expects to have sufficient future taxable profits to allow the asset to be utilised. However, deferred taxation assets in relation to pre-acquisition losses in subsidiaries which are loss-making have not been recognised, as there is uncertainty over whether the losses can be utilised in the foreseeable future.
The amount of deferred tax assets which have not been recognised total £2.5m (2024: £2.4m).

Reconciliation of net deferred tax liability is made up as follows:
	Group	Group
	2025	2024
	£000	£000


Fixed asset timing differences	(9,481)	(6,201)
Tax losses carried forward	9,176	5,654
	(305)	(547)

					2025	2024
					£000	£000

Company
At beginning of year	142	176
Charged to profit or loss	14	(34)
At end of year	156	142

Page 43

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

24.	Provisions
	Group

	Deferred tax	Closure costs	Other provision	Total
	£000	£000	£000	£000

At 1 April 2024	1,614	792	(226)	2,180
Charged to profit or loss	(161)	(52)	(170)	(383)
Provided in year	-	415	112	527
At 31 March 2025	1,453	1,155	(284)	2,324

The Other provisions for the Group contain the following:
Closure provision
The Group has a contractual obligation to complete certain works to restore a site once the project has finished and the site has been vacated.
Other provisions
These consist of supplier contributions, contractual provisions and warranty provisions.

25.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

8,449,559 (2024 - 8,449,559) Ordinary shares of £1.00 each	8,449,559	8,449,559
821,485 (2024 - 821,485) Ordinary A shares of £0.01 each	8,215	8,215

	8,457,774	8,457,774

26.

Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 44

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

27.	Contingent liabilities

The Group and Company have the following contingent liabilities:
Under the Ylem Group Limited group banking arrangements, each participating UK group company jointly and severally cross-guarantees the liabilities of all other participating UK group companies. At the balance sheet date, the maximum potential liability cross-guaranteed was £Nil (2024: £Nil).
Ylem Group Limited has guaranteed the performance of certain contracts by group companies in the normal course of business.

28.	Capital commitments

The Company had £3.7m (2024: £6.9m) of capital commitments at 31 March 2025.

29.	Pension commitments

The group operates defined contribution pension schemes for eligible employees. The charge for the period is detailed in note 8. Amounts payable under the defined contribution scheme at the year end were £Nil (2024: £45,031).

30.	Commitments under operating leases
	At 31 March 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£000	£000

Within 1 year	698	404
Between two and five years	2,327	1,048
Later than 5 years	8,427	2,412
	11,452	3,864

Page 45

YLEM GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

31.

Related party transactions

Switch2 Energy Limited and New-Era Properties Limited are related parties by virtue of being under the common control of a family trust of Mr T Scott. During the year ended 31 March 2025 the Company and its subsidiaries sold goods and services to Switch2 Energy Limited amounting to £363,000 (2024: £439,000) and New-Era Properties Limited amounting to £248,000 (2024: £248,000). Outstanding group balances at 31 March 2025 were:
Switch2 Energy Limited - receivable of £22,000 (2024: receivable of £66,000)
Major Oak Limited is a related party by virtue of being under control of Mr T Scott. During the year ended 31 March 2025 the Company and its subsidiaries received loans from Major Oak Limited amounting to £10,450,000 (2024: £Nil). Major Oak limited charged interest amounting to £2,540,000 (2024: £2,312,000) Outstanding group balances at 31 March 2025 were:
Major Oak Limited - (payable) of (£33,776,000) (2024: payable (£25,211,000))
The Company has claimed the exemption contained in section 33 of FRS 102, which is available to wholly-owned subsidiaries, not to disclose related party transactions with other members of the Group.

32.	Subsequent events

On 14 April 2025, 93,884 Ordinary A shares each with a nominal value of £0.01 were cancelled.
On 7th November 2025, the company placed a cash deposit of £300,000 with Barclays as collateral for letters of credit issued. As part of this arrangement, a fixed charge, a floating charge and a negative pledge to Barclays was created and registered at Companies House on 10th November 2025.

33.	Controlling party

Ylem Group Limited is the highest of entities in the group that produces consolidated financial statements.
During the year ended 31 March 2025, Ylem Group Limited was owned by a family trust of Mr Tim Scott, which was considered to be the ultimate controlling party. On 18th November 2025, Atari Limited, a Company registered in Jersey became the immediate and ultimate parent undertaking of Ylem Group Limited. Atari Limited is owned by a family trust of Mr Tim Scott, which is considered to be the ultimate controlling party.

Page 46