ACCOUNTS - Final Accounts

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

Registered number: 12225668

The New Energy Group Limited

Annual Report and Consolidated Financial Statements

For the Year Ended 31 December 2025

The New Energy Group Limited

Company Information

Directors	N Tate
	D Gütschow
	TND Jayawarna


Registered number	12225668


Registered office	5th Floor
	10 Chapel Walks
	Manchester
	M2 1HL


Independent auditors	Hurst Accountants Limited
	Chartered Accountants & Statutory Auditors
	3 Stockport Exchange
	Stockport
	Cheshire
	SK1 3GG

The New Energy Group Limited

Contents

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Profit and Loss Account	9
Consolidated Statement of Financial Position	10
Company Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 34

The New Energy Group Limited

Group Strategic Report

For the Year Ended 31 December 2025

Introduction

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

Business review and future developments

The TNEI Group has delivered another successful year and the business continues to grow in the favourable renewable energy market conditions that prevail in each of our target territories.

Group turnover for the financial year was £14.9m (2024: £14.7m), with Operating Profits of £2.7 (2024: £3.1m). The financial results reflect good utilisation of our consultants, continued investments in new people and the continuous professional development of our team.

The Directors note that as each country approaches the clean energy challenge in different ways, there will be opportunities in different jurisdictions at different times. We are continuing to try and broaden our capability in our selected countries outside of the UK, whilst at the same time investing in our UK talent and facilities.

In a highly competitive market for talent, our employee ownership model allows us to recruit new personnel across the business, all of whom have a similar passion and sense of purpose to accelerate the energy transition.

We will consolidate our newly expanded capability and geographic targets in the immediate future, and in parallel invest in improved systems, AI tools and back-office processes to optimise our delivery and ensure we remain competitive.

Principal risks and uncertainties

The Directors know that successful delivery of the Group’s strategic objectives rests upon the effective identification and understanding of risks and opportunities; ensuring effective mitigations are in place for principal risks.

The principal risk to the continued growth of the business continues to be a potential lack of resources to deliver work. Our enhanced marketing capability will seek to further develop our Brand in coming years, along side further enhancements to our recruitment process, improved inductions and performance management which have all helped to both secure the right people and retain them. Our employee ownership model and engaging culture is also considered to assist with the management of this risk.

Legislative changes to the electrical connection market in the UK and associated delays, continue to impact customer confidence and project developers have reduced the demand for talent in the UK market. Our continued worldwide outlook and overseas offices will help to buffer us from any downturns we might see in the UK as well as provide us with access to talent worldwide.

Financial Risk Management

The Group uses various financial instruments including cash, bank loans and trade debtor and creditors that arise from our operations. The main purpose of these instruments is to maintain a healthy level of finance to support our activities.

The Company ensures that we maintain a prudent level of cash and enjoy a positive relationship with our bank HSBC UK.

The Directors ensure that customers are carefully monitored to ensure credit worthiness and we take action to reduce work in progress and unbilled business activity.

Page 1

The New Energy Group Limited

Group Strategic Report (continued)

For the Year Ended 31 December 2025

Financial key performance indicators

	2025	2024
Turnover	£14.9m	£14.7m
Operating Profit	£2.7m	£3.1m

Value of orders	£14.82m	£14.35m
Business Plan target for value of orders	£15.3m	£13.2m

The financial key performance indicators we use to manage the business are Group turnover and operating profit, together with order intake against our business plan.

In terms of other key performance indicators we track the overall number of persons in our team.

Recruitment and retention, while challenging, was again successful in 2025 as we started the year with 153 staff and ended the year with 170 staff.

The Directors are pleased with the performance against a challenging business plan and that the Group continues grow and develop.

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

N Tate

Director

Date: 6 July 2026

Page 2

The New Energy Group Limited

Directors' Report

For the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 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 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;

∙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.

Results and dividends

The profit for the year, after taxation, amounted to £1,924,592 (2024 - £2,314,811).

Dividends paid during the year amounted to £nil (2024: £nil). The directors do not recommend that any final dividend will be paid.

Directors

The directors who served during the year were:

N Tate

D Gütschow

TND Jayawarna

Matters covered in the Group Strategic Report

In accordance with section 414C(11) of the Companies Act 2006, the Directors have elected to include information on future developments within the Strategic Report. The Directors consider that this approach provides a more cohesive and informative overview of the company’s strategy and performance.

No further disclosures are required under this heading in the Directors’ Report.

Page 3

The New Energy Group Limited

Directors' Report (continued)

For the Year Ended 31 December 2025

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

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

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

N Tate

Director

Date: 6 July 2026

Page 4

The New Energy Group Limited

Independent Auditors' Report to the Members of The New Energy Group Limited

Opinion

We have audited the financial statements of The New Energy Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, the , the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Page 5

The New Energy Group Limited

Independent Auditors' Report to the Members of The New Energy Group Limited (continued)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The 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 its 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 3, 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 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.

Page 6

The New Energy Group Limited

Independent Auditors' Report to the Members of The New Energy Group Limited (continued)

Auditors' responsibilities for the audit of the financial statements

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

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.

∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.

∙Supporting documentation relating to the Company's policies and procedures for:

°Identifying, evaluating, and complying with laws and regulations

°Detecting and responding to the risks of fraud

∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.

Audit response to risks identified

Our procedures to respond to the risks identified included the following:

∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.

∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.

∙Enquiring of management about any actual and potential litigation and claims.

∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

Page 7

The New Energy Group Limited

Independent Auditors' Report to the Members of The New Energy Group Limited (continued)

We have also considered the risk of fraud through management override of controls by:

∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.

∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit

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

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

Use of our report

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

Anthony Woodings (Senior Statutory Auditor)

for and on behalf of

Hurst Accountants Limited

Chartered Accountants

Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG

6 July 2026

Page 8

The New Energy Group Limited

Consolidated Profit and Loss Account

For the Year Ended 31 December 2025

	2025	2024
Note	£	£


Turnover	4	14,947,218	14,718,097
Cost of sales		(8,331,088)	(8,173,343)
Gross profit		6,616,130	6,544,754
Administrative expenses		(4,138,382)	(3,437,105)
Other operating income		243,486	-
Operating profit	6	2,721,234	3,107,649
Interest receivable and similar income	10	18,087	11,929
Interest payable and similar expenses	11	(156,777)	(90,070)
Profit before tax		2,582,544	3,029,508
Tax on profit	12	(657,952)	(714,697)
Profit for the financial year		1,924,592	2,314,811

Profit for the year attributable to:
Owners of the Parent Company	1,924,592	2,314,811
	1,924,592	2,314,811

The notes on pages 16 to 34 form part of these financial statements.

Page 9

The New Energy Group Limited

Registered number: 12225668

Consolidated Statement of Financial Position

As at 31 December 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		20,943		15,608
Tangible assets	14		482,665		287,021
			503,608		302,629
Current assets
Debtors: amounts falling due within one year	16	4,281,383		3,586,444
Cash at bank and in hand	17	4,775,007		4,233,105
		9,056,390		7,819,549
Creditors: amounts falling due within one year	18	(4,573,350)		(4,262,380)
Net current assets			4,483,040		3,557,169
Total assets less current liabilities			4,986,648		3,859,798
Creditors: amounts falling due after more than one year	19		(1,282,282)		(1,900,013)
Provisions for liabilities
Deferred tax	22	(40,083)		-
			(40,083)		-
Net assets			3,664,283		1,959,785

Capital and reserves
Called up share capital	23	11	11
Foreign exchange reserve	24	(74,153)	(104,059)
Own shares held by Employee Ownership Trust	24	(5,210,780)	(4,960,780)
Merger reserve	24	599,990	599,990
Profit and loss account	24	8,349,215	6,424,623
		3,664,283	1,959,785

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N Tate

Director

Date: 6 July 2026

The notes on pages 16 to 34 form part of these financial statements.

Page 10

The New Energy Group Limited

Registered number: 12225668

Company Statement of Financial Position

As at 31 December 2025

		2025		2024
Note		£		£

Fixed assets
Investments	15		1,219,638		1,219,638
			1,219,638		1,219,638
Current assets
Debtors: amounts falling due within one year	16	-		5,000,000
Cash at bank and in hand	17	6,153		6,153
		6,153		5,006,153
Creditors: amounts falling due within one year	18	(586,864)		(5,586,864)
Net current liabilities			(580,711)		(580,711)
Total assets less current liabilities			638,927		638,927


Net assets			638,927		638,927

Capital and reserves
Called up share capital	23		11		11
Own shares held by Employee Ownership Trust	24		(5,210,780)		(4,960,780)
Merger reserve	24		599,990		599,990
Profit and loss account brought forward		4,999,706		2,349,952
Profit for the year		250,000		2,649,754
Profit and loss account carried forward			5,249,706		4,999,706
			638,927		638,927

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N Tate

Director

Date: 6 July 2026

The notes on pages 16 to 34 form part of these financial statements.

Page 11

The New Energy Group Limited

Consolidated Statement of Changes in Equity

For the Year Ended 31 December 2025

	Called up share capital	Foreign exchange reserve	Own shares held by Employee Ownership Trust	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	11	(58,439)	(2,310,780)	599,990	4,109,812	2,340,594
Comprehensive income for the year
Profit for the year	-	-	-	-	2,314,811	2,314,811
Other movements	-	(45,620)	-	-	-	(45,620)
Shares purchased	-	-	(2,650,000)	-	-	(2,650,000)
Total comprehensive income for the year	-	(45,620)	(2,650,000)	-	2,314,811	(380,809)

At 1 January 2025	11	(104,059)	(4,960,780)	599,990	6,424,623	1,959,785
Comprehensive income for the year
Profit for the year	-	-	-	-	1,924,592	1,924,592
Other movements	-	29,906	-	-	-	29,906
Shares purchased	-	-	(250,000)	-	-	(250,000)
Total comprehensive income for the year	-	29,906	(250,000)	-	1,924,592	1,704,498
At 31 December 2025	11	(74,153)	(5,210,780)	599,990	8,349,215	3,664,283

The notes on pages 16 to 34 form part of these financial statements.

Page 12

The New Energy Group Limited

Company Statement of Changes in Equity

For the Year Ended 31 December 2025

	Called up share capital	Own shares held by Employee Ownership Trust	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	11	(2,310,780)	599,990	2,349,952	639,173
Comprehensive income for the year
Profit for the year	-	-	-	2,649,754	2,649,754
Shares purchased	-	(2,650,000)	-	-	(2,650,000)
Total comprehensive income for the year	-	(2,650,000)	-	2,649,754	(246)

At 1 January 2025	11	(4,960,780)	599,990	4,999,706	638,927
Comprehensive income for the year
Profit for the year	-	-	-	250,000	250,000
Shares purchased	-	(250,000)	-	-	(250,000)
Total comprehensive income for the year	-	(250,000)	-	250,000	-
At 31 December 2025	11	(5,210,780)	599,990	5,249,706	638,927

The notes on pages 16 to 34 form part of these financial statements.

Page 13

The New Energy Group Limited

Consolidated Statement of Cash Flows

For the Year Ended 31 December 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	1,924,592	2,314,811
Adjustments for:
Amortisation of intangible assets	9,444	1,951
Depreciation of tangible assets	143,737	135,259
Interest paid	156,777	90,070
Interest received	(18,087)	(11,929)
Taxation charge	657,952	714,697
(Increase)/decrease in debtors	(551,176)	427,970
Increase in creditors	318,275	598,361
Corporation tax (paid)	(848,494)	(866,612)
Foreign exchange	29,906	(45,620)
Net cash generated from operating activities	1,822,926	3,358,958

Cash flows from investing activities
Purchase of intangible fixed assets	(14,779)	(17,559)
Purchase of tangible fixed assets	(264,502)	(251,953)
Interest received	18,087	11,929
Net cash from investing activities	(261,194)	(257,583)
Cash flows from financing activities
New secured loans	-	2,650,000
Repayment of loans	(611,953)	(1,133,631)
Repayment of/new finance leases	(1,100)	-
EOT contribution	(250,000)	(2,650,000)
Interest paid	(156,777)	(90,070)
Net cash used in financing activities	(1,019,830)	(1,223,701)
Net increase in cash and cash equivalents	541,902	1,877,674
Cash and cash equivalents at beginning of year	4,233,105	2,355,431
Cash and cash equivalents at the end of year	4,775,007	4,233,105

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,775,007	4,233,105

The notes on pages 16 to 34 form part of these financial statements.

Page 14

The New Energy Group Limited

For the Year Ended 31 December 2025


At 1 January 2025	Cash flows	New finance leases	Other non-cash changes	At 31 December 2025
£	£	£	£	£

Cash at bank and in hand	4,233,105	541,902	-	-	4,775,007
Debt due after 1 year	(1,900,013)	-	-	678,434	(1,221,579)
Debt due within 1 year	(607,592)	611,953	-	(678,434)	(674,073)
Finance leases	-	1,100	(74,879)	-	(73,779)
	1,725,500	1,154,955	(74,879)	-	2,805,576

The notes on pages 16 to 34 form part of these financial statements.

Page 15

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

1.	General information

The New Energy Group Limited is a private company limited by share capital incorporated in England and Wales. The address of the registered office and principal place of business is 5th Floor, 10 Chapel Walks, Manchester M2 1HL. The Company's registered number is 12225668.

The nature of the Company's operation and its principal activity is that of a holding company. The nature of the Group's operations and principal activity is that of specialist consultancy in the energy sector.

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 Company has taken advantage of the exemption allowed under FRS 102 and has not presented its own statement of cash flows and related notes.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

Page 16

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.3

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.

2.4

Revenue

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

Rendering of services

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

∙the amount of revenue can be measured reliably;

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

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

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

Page 17

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

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

2.7

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.

2.8

Pensions

Defined contribution pension plan

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

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

Page 18

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.9

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 19

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.11

Tangible fixed assets

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

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Short-term leasehold property	-		Straight line over the life of the asset
Plant and machinery	-	25%	Reducing balance
Office equipment	-	33%	Reducing balance

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

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

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

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.

2.14

Cash and cash equivalents

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

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

2.15

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.

Page 20

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

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

2.17

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

Page 21

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that the actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on the amounts recognised in the financial statements.

Provision for impairment loss on investments in subsidiaries

Management assess at each reporting date whether there is an indication that the investment in subsidiaries is
impaired. If any such indication exists, management shall estimate the recoverable amount of the asset and any
impairment loss shall be recognised immediately in the profit or loss.

Recoverable value of trade debtors

The Group has recognised trade debtors with a carrying value of £2,560,610 (2024: £1,937,493). The recoverability of these balances is regularly reviewed in the light of the available economic information specific to each debtor and specific provisions are recognised for balances considered to be at risk or irrecoverable.

Amounts recoverable on long term contracts

The management of the Group exercises judgement in estimating the completeness of projects and the expected recovery, in determining the valuation of amounts recoverable on long term contracts and deferred income.

	Engineering projects	14,947,218	14,718,097

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	9,900,836	10,841,978
Rest of Europe	3,143,824	2,463,512
Rest of the world	1,902,558	1,412,607
	14,947,218	14,718,097

Page 22

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

5.	Other operating income
		2025	2024
		£	£

Other operating income	100,000	-
R&D tax credit	143,486	-
	243,486	-

	Exchange differences	10	3,809
	Other operating lease rentals	205,578	191,078

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	18,000	13,800
Audit of the Company's subsidiaries	21,630	17,200
Taxation compliance services	2,670	2,500
All other non-audit services	7,135	3,000

Page 23

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

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

		Group	Group
		2025	2024
		£	£


Wages and salaries	7,691,934	7,228,355
Social security costs	624,969	518,939
Cost of defined contribution scheme	461,163	524,224
	8,778,066	8,271,518

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.

Directors	3	3	3	3
Employees	166	150	-	-

	169	153	3	3

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	351,026	349,842
Group contributions to defined contribution pension schemes	78,392	104,596
	429,418	454,438

	During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £132,063 (2024 - £135,284).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,150 (2024 - £29,582).

Page 24

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

10.	Interest receivable
		2025	2024
		£	£

Other interest receivable

18,087

11,929

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	155,679	90,070
Other loan interest payable	1,098	-
	156,777	90,070

Corporation tax
Current tax on profits for the year	612,312	686,948

Total current tax	612,312	686,948

Deferred tax
Origination and reversal of timing differences	45,640	27,749
Total deferred tax	45,640	27,749


	Tax on profit	657,952	714,697

Page 25

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

12.Taxation (continued)

Profit on ordinary activities before tax

2,582,544

3,029,508

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	645,636	757,377
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	(15,973)	36,681
Higher rate taxes on overseas earnings	25,612	(64,270)
Adjustments to tax charge in respect of prior periods	2,677	-
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	-	(81,489)
Unrelieved loss on foreign subsidiaries	-	66,398
Total tax charge for the year	657,952	714,697

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

13.	Intangible assets
	Group

		Computer software
		£
	Cost
	At 1 January 2025	17,559
	Additions - internal	14,779
	At 31 December 2025	32,338
	Amortisation
	At 1 January 2025	1,951
	Charge for the year	9,444
	At 31 December 2025	11,395
	Net book value
	At 31 December 2025	20,943
	At 31 December 2024	15,608

All of the Group's intangible fixed assets are held by group entities other than the parent.

Page 27

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

14.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Office equipment	Total
	£	£	£	£
Cost
At 1 January 2025	336,590	362,076	1,166,325	1,864,991
Additions	170,998	196	168,187	339,381
Disposals	(93,569)	-	-	(93,569)
At 31 December 2025	414,019	362,272	1,334,512	2,110,803
Depreciation
At 1 January 2025	278,815	276,760	1,022,395	1,577,970
Charge for the year	39,994	27,305	76,438	143,737
Disposals	(93,569)	-	-	(93,569)
At 31 December 2025	225,240	304,065	1,098,833	1,628,138
Net book value
At 31 December 2025	188,779	58,207	235,679	482,665
At 31 December 2024	57,775	85,316	143,930	287,021

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


Office equipment	74,879	-
	74,879	-

Page 28

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2025	1,219,638
	At 31 December 2025	1,219,638

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

The New Energy Holdings Limited	5th Floor, 10 Chapel Walks, Manchester M2 1HL	Ordinary	100%
TNEI Ireland Limited	104 Lower Baggot Street, Dublin 2	Ordinary	100%
TNEI Services India Pvt Ltd	Dotspace Business Centre, 56/3112 C, Cloud 9, Avenue Road, Kerala, India, 682036	Ordinary	100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

TNEI Services Limited (indirect subsidiary)	5th Floor, 10 Chapel Walks, Manchester M2 1HL	Ordinary	100%
TNEI Africa (Pty) Limited (indirect subsidiary)	5th Floor Modena Building, Bella Rosa Village, Bella Rosa Street, Belville, Cape Town, 7530, South Africa	Ordinary	100%
TNEI Inc (indirect subsidiary)	1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801	Ordinary	100%

Page 29

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

16.

Debtors

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


Trade debtors	2,560,610	1,876,022	-	-
Amounts owed by group undertakings	-	-	-	5,000,000
Other debtors	217,239	56,583	-	-
Prepayments and accrued income	250,274	276,719	-	-
Amounts recoverable on long-term contracts	1,253,260	1,371,563	-	-
Deferred taxation	-	5,557	-	-
	4,281,383	3,586,444	-	5,000,000

The amounts owed by group undertakings are unsecured, interest free and repayable on demand.

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Cash at bank and in hand	4,775,007	4,233,105	6,153	6,153

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

Bank loans	674,073	607,592	-	-
Trade creditors	133,193	245,581	-	-
Amounts owed to group undertakings	-	-	586,780	5,586,780
Corporation tax	77,839	164,701	-	-
Other taxation and social security	842,244	603,592	-	-
Obligations under finance lease and hire purchase contracts	13,076	-	-	-
Other creditors	787	8,630	84	84
Accruals and deferred income	2,832,138	2,632,284	-	-
	4,573,350	4,262,380	586,864	5,586,864

See Note 20 for details of the bank loans.

The amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Page 30

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Bank loans	1,221,579	1,900,013
Net obligations under finance leases and hire purchase contracts	60,703	-
	1,282,282	1,900,013

See Note 20 for details of the bank loans.

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£	£

Amounts falling due within one year
Bank loans	674,073	607,592
Amounts falling due 1-2 years
Bank loans	722,084	657,369
Amounts falling due 2-5 years
Bank loans	499,495	1,242,644

	1,895,652	2,507,605

On 10 September 2024, a bank loan totalling £2,650,000 was taken out and is secured against a fixed and floating
charge over all assets. The related interest rate is 3.15% over base rate. The balance is repayable in monthly
instalments over a period of 4 years. On 9 April 2026 the bank loan was repaid in full.

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	13,077	-
Between 1-5 years	60,702	-
	73,779	-

Page 31

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

22.	Deferred taxation
	Group

		2025
		£

	At beginning of year	5,557
	Charged to profit or loss	(45,640)
	At end of year	(40,083)

Company

		2025

	At end of year	-


		Group	Group
		2025	2024
		£	£

Accelerated capital allowances	(65,741)	(7,354)
Other timing differences	25,658	12,911
	(40,083)	5,557

23.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,100 (2024 - 1,100) Ordinary shares of £0.01 each	11	11

Page 32

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

24.

Reserves

Own shares held by Employee Ownership Trust

On 31 March 2022, The New Energy Group Employee Ownership Trust purchased 1,100 Ordinary shares of £0.01 each. All The New Energy Group Limited employees as defined by the Trust are entitled to an equal distribution of profits.

Merger Reserve

The merger reserve comprises the excess value over the nominal value of the shares issued as part of a share-for-share exchange.

Profit and loss account

The profit and loss accounts includes all current period profits and losses.

Foreign exchange reserve

The foreign exchange reserve comprises translation differences arising from the translation of financial statements of
the Group's foreign entities into GBP (£).

25.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those
of the Group in an independently administered fund. The pension cost charge represents contributions payable by
the Group to the fund and amounted to £461,163 (2024: £524,224). Contributions totalling £51,889 (2024:
£116,743) were payable to the fund at the balance sheet date.

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

Not later than 1 year	215,407	135,228
Later than 1 year and not later than 5 years	651,009	382,024
Later than 5 years	-	4,555
	866,416	521,807

The company had no commitments under non-cancellable operating leases at the reporting date.

Page 33

The New Energy Group Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

27.	Related party transactions
	Transactions entered into with companies wholly owned within the group have not been disclosed as permitted under FRS 102 paragraph 33.1A.

28.	Controlling party

On 31 March 2022, The New Energy Group EOT acquired 100% of the company and is the ultimate controlling party.

Page 34