The directors present the strategic report for the year ended 31 March 2025.

The new financial year started well with the Company securing further contracts as it looked to deliver its strategy of working with a panel of the largest utility companies during the FY25 year. The ECO4 scheme was now well established, with both our internal installation business and our external network of installers operating fluently with all the various processes that had been put in place.

Both the ECO and Services teams had built a strong understanding of the ECO4 guidance, with additional recruitment further strengthening the respective teams and enabling them to provide an excellent support service across both our internal and external delivery network.

The Company reported another strong year of trading for the year ended 31 March 2025, with it delivering consistently as the ECO4 scheme entered its middle stages. The results for the year are summarised below:

            2025        2024

Turnover (£’000)        38,641        37,090

Gross Margin (%)    15.6        16.4

Profit before tax (£’000)    3,997        4,117

Going Concern

As explained in more detail in note 1.2 the directors have the expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements, the going concern assessment period.

Amongst other commercial considerations, the directors have based their going concern assessment on a financial model which includes cash flow forecasts which indicate that, taking account of the recent budget announcements and other factors which might result in a reasonably plausible downside scenario, the company will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

In the recent Autumn budget, the government announced the cessation of the ECO scheme on 31st March 2026. This came as no surprise, with Labour’s manifesto pledging to increase the spend allocated for improving the energy efficiency of properties in the UK when they came to power.

It is anticipated that the ECO scheme will be replaced by the Warm Homes Plan, and whilst the Company is optimistic regarding its launch and the role that the Company can play in its delivery, the details and final plan for its roll out have not yet been confirmed at the time of writing.

Proactive risk management and a continued commitment to sustainability has guided the Company’s strategy towards a more robust operational model, aiming to reduce carbon emissions and enhance energy efficiency across the UK which is core to its mission statement. The Company’s risk management policies seek to limit the financial risk to the Company as described below.

1. ECO Scheme Audits

A principal risk for the Company is based around ensuring the projects it submits to the Utility companies are OFGEM compliant. Non-compliant measures carry a risk of clawback which in turn would affect the financial performance of the business. The Company manages and mitigates this risk by incorporating robust compliance processes, especially across its external network of installers. These include a thorough onboarding process, including test projects with ongoing RDSAP and ECO compliance checks alongside ongoing training and support. The Company’s financial statements include a provision for potential clawbacks.

2. Liquidity Risk

Liquidity is managed by assessing both short and medium term cash flows of the Company on a regular basis.

3. Price Risk

The Company is exposed to the risk of the financial impact of changes in both customer and supplier pricing, which it proactively monitors and manages through its contractual positions.

Future Outlook

The UK government’s agenda on addressing climate change remains ever present and of upmost importance. The Company is part of The Improveasy Group, whose overall mission is to improve the energy efficiency of buildings across the UK, which reduces carbon emissions and therefore helps fight global warming. As long as the UK continues to play its part in tackling climate change, the Company’s services will continue to be in high demand.

With the current ECO4 scheme coming to an end on 31st March 2026, details of its replacement, The Warm Homes Plan, are yet to be confirmed. Whilst there is market uncertainty around its roll-out at present, the Company believes it is well-positioned to transition to the new scheme and play a key role in its delivery.

On behalf of the board

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

As an integral managing agent under OFGEM's ECO scheme, Improveasy (ECO) Ltd plays a pivotal role in bridging the gap between environmental mandates and practical implementation. We procure qualifying energy-efficient measures via an extensive network of specialist installers, which are then made available to utility companies mandated to secure such measures under the scheme. This not only facilitates compliance with environmental obligations but also fosters the widespread adoption of energy-saving initiatives.

Our operations are underpinned by robust contractual relationships with utility companies, ensuring the seamless delivery of qualifying measures. These collaborations are fundamental to our business model, wherein revenue is generated through the strategic sale of these measures. By positioning ourselves as a critical node in the supply chain, we contribute substantially to the creation of a more sustainable energy economy and drive forward the agenda of energy efficiency and carbon footprint reduction.

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £2,000,000. The directors do not recommend payment of a final dividend.

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

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company’s strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors’ report. It has done so in respect of the business, principal risks and uncertainties and financial risk management.

In the recent Autumn budget, the government announced the cessation of the ECO scheme on 31st March 2026. It is anticipated that the ECO scheme will be replaced by the Warm Homes Plan, although no further details have been provided yet regarding its proposed roll-out.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Improveasy (ECO) Ltd (the 'company') for the year ended 31 March 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. The directors have prepared the financial statements on the going concern basis as they have the expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements. They have also concluded that there are no material uncertainties that could cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (the going concern assessment period).

In assessing whether the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate, we used our knowledge of the Company, its industry and an evaluation of management’s plans for future actions to identify the inherent risks and how they might affect the Company’s ability to continue operations over the going concern period. The risks that we considered the most likely to adversely affect the Company’s financial resources over the going concern period are those that affect the volume of delivery of installations of energy saving measures into homes as part of the transition from the governments ECO4 scheme to the Warm Homes Plan following recent budget announcements. These risks include potential delays in the Warm Homes Plan administration. These risks are largely outside the control of the Company until formal plans are announced by the government.

We considered whether these risks could plausibly affect the liquidity in the going concern period by critically assessing the directors’ assumptions and sensitivities over the volume and timing of installations and how they could adversely the Company’s financial forecasts taking into account a severe but plausible downside to the level of volumes.

We also considered management’s plans for future actions and how realistic and feasible they are likely to be in mitigating a plausible downside scenario by growing other revenue streams and re-organising parts of the business.

Our procedure also included obtaining letters from other group companies to confirm that they do not intend to seek repayments of any intercompany loan amounts due if this would cast any doubt over the going concern assumption during the going concern assessment period.

Taking into account all of the evidence obtained we considered whether the going concern disclosure note 1.2 of the financial statements gives a full and accurate description of the directors’ assessment of going concern.

Based on the work we have performed, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. We have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern assessment period. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

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

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

Extent to which our audit was considered capable of detecting irregularities, including fraud

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

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

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

• considering the nature of the company's industry and opportunity for fraud

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

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

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

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

• obtained an understanding of any instances that may have come to light in the period between the year end and the date of signing the audit report which may bring into question the validity of amounts in the financial statement which are based on estimates or judgements

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

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of in-house HR professional as to actual and potential litigation and claims;

• enquiring of directors & management of each component in the company as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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

The notes on pages 14 to 25 form part of these financial statements.

The notes on pages 14 to 25 form part of these financial statements.

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

Improveasy (ECO) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Station House, Stamford New Road, Altrincham, Cheshire, England, WA14 1EP.

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

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

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

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

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

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

The financial statements of the company are consolidated in the financial statements of The Improveasy Group Ltd, formerly known as, TLC Future Group Limited. These consolidated financial statements are available from its registered office, Station House, Stamford New Road, Altrincham, England WA14 1EP.

The directors have the expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements, the going concern assessment period. The directors have based their assessment on a financial model which includes cash flow forecasts which indicate that, taking account of the factors as outlined below, the company will have sufficient funds to meet its liabilities as they fall due for the assessment period. true

In the November 2025 budget, the government announced the cessation of the ECO4 scheme, with it to be replaced by the Warm Homes Plan. At the time of approving the financial statements, the current ECO4 scheme is planned to end in March 2026, with a 9 month extension being anticipated to allow for the gradual transition to the new Warm Homes Plan. Management have modelled reduced delivery from the ECO4 scheme up until the conclusion of the expected extension in December 2026, with the Warm Homes Plan having been modelled to gain momentum from its anticipated launch in April 2026.

The director’s assessment that the company is a going concern is also dependent on certain group companies not seeking repayment of amounts due to them via flexible intercompany loan balances. Other group companies, namely, Improveasy (Installs) Ltd and the parent company, The Improveasy Group Ltd have all confirmed that they do not intend to seek repayments of amounts due if this would cast any doubt over the going concern assumption during the going concern assessment period.

Given the interdependent nature and level of intercompany trading within the group; in order for the other group companies to provide this confirmation the directors of the parent company which controls all other group companies have prepared and reviewed a financial model which includes cash flow forecasts with reasonably plausible downside scenarios as a potential result of significantly reduced delivery in the period of transition from the ECO4 scheme to the Warm Homes Plan. Cashflow is monitored monthly and discussed at Board Meetings, with subsidiary level cash forecasts being monitored at the same time.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis

Revenue is the fair value of consideration received or receivable between knowledgeable, willing parties in an arm's length transaction.

Revenue from ECO Scheme.

The company has contracts with utility companies for the delivery of qualifying measures under OFGEM’s ECO scheme. The company earns revenue from the sale of qualifying measures to the utility companies. Revenue is measured based on the price agreed with the utility company. Significant risks and rewards of ownership are transferred on submission of qualifying measures submitted to the utility companies. Experience and judgement are used to estimate a rate of rejections of submitted measures. Revenue is not recognised for the portion of submitted measures which are at risk of rejection.

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

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

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

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss,except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

The company is part of a group that operates an equity settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the parent company. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. In accordance with FRS 102 Section 26; in the absence of an observable market price, the fair value of the share options has been arrived at using entity specific observable market data, namely a recent transaction in the shares of the group companies following an independent valuation. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity in the parent company financial statements.

The proceeds received net of any directly attributable transaction cost are credited to share capital (nominal value) and share premium when the options are exercised.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The Company is a managing agent for the installation of energy saving measures which qualify under OFGEM’s ECO Scheme. The installations are carried out by another group company and other third party installers. Installed measures are the subject of strict internal review procedures, however there is a risk that OFGEM or utility company audits may deem the measures to be non-qualifying after submission of measures have been paid to the company. Despite the best efforts of the company to confirm that the work performed meets the requirements of the ECO scheme, there is still a risk that the measures may be found to be invalid. This can take place a number of months later or at the end of the scheme, which is currently expected to be no earlier than March 2026. If these audits deem measures to be invalid, the income will be clawed back and could have a material impact on the revenue recognised in these financial statements.

Based on historical experience and the increased frequency of OFGEM audits during the scheme rather than at the end of the scheme, the company holds a provision of 1% of the value of submitted measures as a provision until the end of the scheme. At the end of the scheme the provision will be revised based on communications from utilities as a result of the OFGEM audits.

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

Their aggregate remuneration comprised:

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

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

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

As set out in note 2, the ECO Scheme Provision represents the Company's best estimate of likely future economic outflows associated with potential disputed submissions as a result of future OFGEM or utility audits in the normal course of business.

As set out in note 2, the carried forward provision represents the Company's best estimate of likely future economic outflows associated with potential disputed submissions as a result of future OFGEM or utility audits under the ECO scheme.

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

On the 29th October 2024, 1,764 B Shares with an aggregate nominal value of £1.76 were acquired by the company's immediate parent company, thereby making the company a wholly owned subsidiary of The Improveasy Group Ltd.

On the 30th October 2024, the existing 1,764 B Ordinary shares of £0.01 each were re-designated to 1,764 Ordinary shares of £0.01 each .

There was no change in the rights attached to the shares or the number of shares in issue as a result of this change.

On the 29th February 2024, the company guaranteed a loan in another group company, Improveasy Limited. As at the reporting date the outstanding balance amounted to £390,147. The loan is provided by NPIF NW Debt Lp and is secured by a composite guarantee which contains a fixed and floating charge over all property and undertakings of the company, the guarantee contains a negative pledge.

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

Amounts due from related companies at the year-end was £1,034,250 (2024 : £613,899).

Amounts due to related companies at the year-end was £219,656 (2024 : £536,660).

The company has guaranteed a loan for a company within the same group. Please refer to note 16 for details.

In the recent Autumn budget, the government announced the cessation of the ECO scheme on 31st March 2026. It is anticipated that the ECO scheme will be replaced by the Warm Homes Plan, although no further details have been provided yet regarding its proposed roll-out.

The immediate and ultimate parent company is The Improveasy Group Ltd, formerly known as, TLC Future Group Limited, a company registered and incorporated in England.

The largest group in which the results of the company are consolidated is headed by The Improveasy Group Ltd, formerly known as, TLC Future Group Limited. A copy of the financial statements are available from the registered office at Station House, Stamford New Road, Altrincham, England, WA14 1EP.

At the balance sheet date, the ultimate controlling party is Mrs C.Moser.