REGISTERED NUMBER: 15827605 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 9 July 2024 to 30 November 2025

for

Energy Efficiency Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

S P Edwards

Miss A L Fehily

A M Foran

S J Kelly

R C W Leung

C J Foran

REGISTERED OFFICE:

210 Price Street

Birkenhead

United Kingdom

Merseyside

CH41 3PS

REGISTERED NUMBER:

15827605 (England and Wales)

AUDITORS:

Douglas Fairless Partnership

Chartered Certified Accountants

and Statutory Auditors

Seymour Chambers

92 London Road

Liverpool

Merseyside

L3 5NW

The directors present their strategic report of the company and the group for the period 9 July 2024 to 30 November 2025.

REVIEW OF BUSINESS

Energy Efficiency Topco Limited was incorporated on 9th July 2024 to facilitate the restructure of the LMF Energy group. The groups principle activity following the restructure continued to be the installation of Energy Efficiency Measures and Renewable Technologies.

Over the past year, the groups main trading company, Live Manage Facilitate Ltd, has experienced continued growth, building on previous years successes. The installation of Energy Efficiency Measures and Renewable Technologies remained a significant area of expansion until the unexpected announcement by the Chancellor in the Autumn 2025 budget that the ECO4 scheme would immediately be closed. This announcement was totally unexpected for ourselves and our entire industry. The expectation was that the ECO4 scheme would be extended before being replaced by the ECO5 scheme. The positive outcome of the chancellors announcement was that of the introduction of the £15 billion Warmer Homes Grants scheme which will replace the ECO schemes and will provide us with income streams in future years once the schemes full details are released.

Prior to this announcement the business had been enjoying a strong trading year, with turnover up by 23.08% and gross margins remaining consistent with the previous year at 27%. Inflationary increases in overheads and our commitment to providing competitive remuneration packages for our valued employees meant that EBITDA dropped from £8.1 million to £7.2 million, but at a 11.60% return on turnover this remains a successful year.

The group's objectives remains unchanged : to tackle fuel poverty for individuals and work with our local authority partners in achieving their net-zero obligations. We will continue to work towards meeting these objectives, by deploying our expertise and resources.

Key Financial Performance Indicators (in reference to Live Manage Facilitate Limited)

2025

2024

Turnover

£62,053,899

£50,418,186

Gross Profit %

27.23%

29.08%

EBITDA

£7,200,649

£8,111,545

EBITDA%

11.60%

16.09%

Following the announcement of the closure of the ECO 4 scheme by the Chancellor in November, management performed an immediate strategic and operational review of the core trading company (Live Manage Facilitate Limited). The outcome of this review was that the business was restructured and unfortunately we had to make a number of our valued employees redundant. The key focus following the review of the business was to ensure that we converted as much of the ECO 4 work that we had started into cash. Additional costs were incurred to ensure that we achieved delivery on as many jobs as possible before that deadlines set by the energy companies for submission of the work.The additional costs and the costs of the re-structure have been regarded as exceptional items related to the chancellors announcement and so are provided for these financial statements as shown in note 6 in the notes to the financial statements. Due to the actions of management and strong performances over the past few years and substantial cash reserves, we have been able to navigate through a difficult few months.

Despite our main income stream closing, we are pleased to announce that management have already secured over £30 million of new contracts for the coming year, with a pipeline of over £100 million of near term opportunities. This is without accessing income streams from the new Warmer Homes Grants scheme, which, when the scheme is launched should provide us with further significant income streams.

PRINCIPAL RISKS AND UNCERTAINTIES

Management's objectives are to maintain key relationships with all key stakeholders and to develop strong long term customer and supplier relationships as well as effectively managing working capital based on expected future cash flows from the group's core trading activities. As the company uses limited financial instruments, its exposure to price risk, credit risk, liquidity risk, and cash flow risk is not considered material in assessing its assets, liabilities, financial position, or profit and loss. This has allowed the business to ride out a difficult trading period due to the closure of the Eco4 scheme, through effective management of our resources and some restructuring, which has allowed us to maintain our position of not relying on external finance to fund working capital.

The group has limited exposure to credit, liquidity, and cash flow risk. These risks are managed through prudent financial management practices, including financing operations via retained profits and effective working capital management.

As we have experienced through the chancellors announcement of the closure of the ECO 4 scheme, the principle risk and uncertainty for our main trading company and overall group, is that of a political risk through change in policy. Most of our income comes from grant funded works, changes in funding policies present a significant risk to our business. However, we feel that for the immediate future that risk has now minimised as we have navigated through the difficult trading period have accessed new sources of income. The energy sector remains highly regulated, and changes in government policies or regulatory requirement, could potentially affect the business. The company mitigates this risk through the close and active management and engagement with key stakeholders.

SECTION 172(1) STATEMENT

The directors are committed to conducting business in a manner that promotes the long term success of the group for the benefit of its shareholders, while also considering the interests of all stakeholders. In accordance with Section 172 of the Companies Act 2006. The directors have acted in good faith to make decisions they believe will promote the long-term success of the group.

The board has put in place a structured governance model, with scheduled board meetings. Our governance model supports the group in ensuring that decisions are considered, documented and reported upon, and are in alignment with strategic plans.

Throughout the year, the directors have considered a range of factors in their decision-making process, including

o The long-term consequences of decisions,

o The interests of our shareholders

o The interests of our employees,

o Developing and maintain relationships with our customers and suppliers,

o The impact on the community in which we operate

o The impact on the environment in which we live, and

o The need to maintain a reputation for high standards of business conduct.

The directors will continue to assess the impact of their decisions on all stakeholders and ensure that the group operates in a responsible and sustainable manner, in line with its mission and values.

ON BEHALF OF THE BOARD:

C J Foran - Director

21 July 2026

The directors present their report with the financial statements of the company and the group for the period 9 July 2024 to 30 November 2025.

INCORPORATION

The group was incorporated on 9 July 2024 and commenced trading on 24 October 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of Installation of energy efficient measures.

DIVIDENDS

No dividends will be distributed for the period ended 30 November 2025.

DIRECTORS

The directors who have held office during the period from 9 July 2024 to the date of this report are as follows:

S P Edwards - appointed 9 July 2024

Miss A L Fehily - appointed 25 October 2024

A M Foran - appointed 25 October 2024

S J Kelly - appointed 25 October 2024

R C W Leung - appointed 25 October 2024

C J Foran - appointed 24 October 2024

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

ENGAGEMENT WITH EMPLOYEES

We recognise the importance of engaging our employees to empower them to make their fullest contribution to the business. Consultations are held with employees during their personal reviews or when their views need to be considered in decisions that are made in the best interests of the group. We consider that our employees act professionally and with integrity in their dealings with our customers and suppliers to ensure the group's reputation is maintained at the highest standard.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The group recognises the importance of building and maintaining strong relationships with our key stakeholders, including suppliers, customers, and all other relevant third parties. Effective engagement with these stakeholders is key to the long-term success and sustainability of the business.

Customers

Our customers are central to everything we do. We are committed to understanding their needs and expectations, and to delivering a high quality service that meet or exceed their expectations. We engage with all our customers regularly through various communication channels so that we receive feedback on our performance, ensure customer satisfaction, and build long-term relationships. By maintaining open lines of communication, we are able to continually review our performance as well as implement a programme of continual developments and improvements to maintain long term success.

Suppliers

The group aims to develop robust, transparent, and fair relationships with all our suppliers. We have selected suppliers who meet our high standards of quality, ethical conduct and sustainability. Regular communication is held with suppliers to understand our expectations regarding product quality, delivery, and compliance with applicable laws and regulations.

Other stakeholders

The group recognises the importance of engagement with our other stakeholders, including regulators, industry bodies, and the wider community. We ensure that we comply with all applicable laws, regulations, and industry standards. Additionally, we are committed to contributing positively to the communities in which we operate by participating in initiatives that support local economic development, environmental sustainability, and social responsibility.

STREAMLINED ENERGY AND CARBON REPORTING

The table below presents the energy usage and associated C02 emissions for Energy Efficiency Topco Limited group operations in the UK. This section has been prepared in compliance with the SECR Framework as implemented in the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Units

30/11/25

Emissions from combustion of gas

tCO2e

33.57

Emissions from combustion of electricity

tCO2e

55.35

Emissions from vehicles

tCO2e

1501.63

Total gross emissions

tCO2e

1590.55

Energy consumption used to calculate emissions

KWh

104,850

Intensity ratios have been calculated from the value of turnover and include all of the energy usage and emissions stated within the values reported above and in accordance with the methodology applied.

Units

30/11/25

Intensity ratio

tCO2e/£'000 sales

0.027

Methodologies

The HM Government Environmental Reporting Guidelines including Streamlined Energy and Carbon Reporting guidance published in March 2019 has been followed. Carbon emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard using the DEFRA emissions factors.

Energy efficiency

The group continues to focus on reducing energy consumption and carbon emissions. Examples of our main measures to achieve this were replacing inefficient assets with energy efficient equipment such as installing air source heat pumps and solar panels at some of our premises. Significant investments have been made over the past few years to improve efficiency and to reduce the group’s carbon footprint.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Douglas Fairless Partnership, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C J Foran - Director

21 July 2026

Opinion

We have audited the financial statements of Energy Efficiency Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2025 and of the group's loss for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Emphasis of matter

We draw your attention to the information contained within the strategic report and note 2 to the financial statements. We can confirm that we agree with the going concent basis of preparation. We have reviewed the contracts in place to generate new revenue streams and managements budgets and forecasts for the next 12 months and it is our opinion that there are no indicators that the business cannot continue as a going concern and the business will remain profitable and continue to service it's debts for the foreseeable future.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 Statement of Directors' Responsibilities set out on page five, 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 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.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

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

- the nature of the industry and sector, the control environment and the impact of business performance on Directors earnings.

- results of our enquiries of management and key finance persons about their own identification and assessment of the risks and irregularities.

- any matters we identified after obtaining and reviewing company policies and procedures relating to; identifying, evaluating and complying with laws and regulations. Detecting and responding to risks of fraud. The internal controls in place to mitigate the risks of fraud or non-compliance with laws and regulations.

From this assessment, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis of our opinion. Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance, reviewing correspondence with HMRC; and

- in addressing the risk of fraud through management override of controls; we have tested the operational effectiveness of internal controls relevant to the financial statements, tested the appropriateness of journal entries and other adjustments; 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.

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

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

Gregory Newton FCCA (Senior Statutory Auditor)

for and on behalf of Douglas Fairless Partnership

Chartered Certified Accountants

and Statutory Auditors

Seymour Chambers

92 London Road

Liverpool

Merseyside

L3 5NW

21 July 2026

TURNOVER

3

62,053,899

Cost of sales

45,155,078

GROSS PROFIT

16,898,821

Distribution costs

77,762

Administrative expenses

15,847,089

15,924,851

973,970

Other operating income

10,865

OPERATING PROFIT

5

984,835

Exceptional costs

6

5,556,851

(4,572,016

)

Interest payable and similar expenses

7

3,894,355

LOSS BEFORE TAXATION

(8,466,371

)

Tax on loss

8

153,685

LOSS FOR THE FINANCIAL PERIOD

(8,620,056

)

Loss attributable to:

Owners of the parent

(8,620,056

)

LOSS FOR THE PERIOD

(8,620,056

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(8,620,056

)

Total comprehensive income attributable to:

Owners of the parent

(8,620,056

)

FIXED ASSETS

Intangible assets

10

47,473,258

Tangible assets

11

513,840

Investments

12

-

47,987,098

CURRENT ASSETS

Stocks

13

12,806,450

Debtors

14

1,922,662

Cash at bank

6,267,095

20,996,207

CREDITORS

Amounts falling due within one year

15

9,142,097

NET CURRENT ASSETS

11,854,110

TOTAL ASSETS LESS CURRENT LIABILITIES

59,841,208

CREDITORS

Amounts falling due after more than one year

16

(30,389,793

)

PROVISIONS FOR LIABILITIES

20

(214,340

)

NET ASSETS

29,237,075

CAPITAL AND RESERVES

Called up share capital

21

14,500

Share premium

22

38,200,500

Retained earnings

22

(8,977,925

)

SHAREHOLDERS' FUNDS

29,237,075

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

C J Foran - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

15,000

15,000

CURRENT ASSETS

Debtors

14

38,200,000

CREDITORS

Amounts falling due within one year

15

36,566

NET CURRENT ASSETS

38,163,434

TOTAL ASSETS LESS CURRENT LIABILITIES

38,178,434

CAPITAL AND RESERVES

Called up share capital

21

14,500

Share premium

22

38,200,500

Retained earnings

22

(36,566

)

SHAREHOLDERS' FUNDS

38,178,434

Company's loss for the financial year

(36,566

)

The financial statements were approved by the Board of Directors and authorised for issue on 20 July 2026 and were signed on its behalf by:

R C W Leung - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

14,500

-

38,200,500

38,215,000

Total comprehensive income

-

(8,977,925

)

-

(8,977,925

)

Balance at 30 November 2025

14,500

(8,977,925

)

38,200,500

29,237,075

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

14,500

-

38,200,500

38,215,000

Total comprehensive income

-

(36,566

)

-

(36,566

)

Balance at 30 November 2025

14,500

(36,566

)

38,200,500

38,178,434

Cash flows from operating activities

Cash generated from operations

1

10,648,590

Interest paid

(3,894,355

)

Tax paid

(904,672

)

Net cash from operating activities

5,849,563

Cash flows from investing activities

Purchase of intangible fixed assets

(53,390,177

)

Purchase of tangible fixed assets

(143,475

)

Balance sheet at date of acquisition

15,052,184

Net cash from investing activities

(38,481,468

)

Cash flows from financing activities

New loans in year

28,985,000

Loan repayments in year

(7,301,000

)

Amount withdrawn by directors

(21,000,000

)

Share issue

14,500

Share premium

38,200,500

Net cash from financing activities

38,899,000

Increase in cash and cash equivalents

6,267,095

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

6,267,095

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

£

Loss before taxation

(8,466,371

)

Depreciation charges

5,837,864

Impairment loss on computer software

43,835

Consolidation adjustment

(365,138

)

Finance costs

3,894,355

944,545

Increase in stocks

(2,298,971

)

Increase in trade and other debtors

(1,922,662

)

Increase in trade and other creditors

13,925,678

Cash generated from operations

10,648,590

2.	CASH AND CASH EQUIVALENTS

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

Period ended 30 November 2025

30.11.25

9.7.24

£

£

Cash and cash equivalents

6,267,095

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 9.7.24

Cash flow

At 30.11.25

£

£

£

Net cash

Cash at bank

-

6,267,095

6,267,095

-

6,267,095

6,267,095

Debt

Debts falling due after 1 year

-

(25,389,793

)

(25,389,793

)

-

(25,389,793

)

(25,389,793

)

Total

-

(19,122,698

)

(19,122,698

)

1.	STATUTORY INFORMATION

Energy Efficiency Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of investment properties]. 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 Energy Efficiency Topco Limited. These consolidated financial statements are available from its registered office, 210 Price Street, Birkenhead, CH41 3PS .

Going concern

The financial statements have been prepared on a going concern basis; as the director's, after conducting appropriate analysis, have a reasonable expectation that the company has adequate resources to continue operationally for the foreseeable future.

Following the chancellors announcement in the Autumn 2025 budget that funding for the ECO 4 scheme would end immediately, management performed an immediate, thorough, detailed, strategic and operational review of the main trading subsidiary. The result being that the business was operationally restructured to move into new markets away from the ECO 4 scheme and foundations laid for the business to access revenue streams from the replacement government scheme named 'Warmer Homes Grants'.

Management have secured contracts outside of its normal ECO 4 revenue streams that will provide profitability and positive cash flow over the next 12 months, by which time they will have further contracts in place, which are currently under negotiation. This will result in revenue and profits returning to historic norms.

The group is not reliant on external financing for working capital other than normal trade credit. Post year end cash flows reduced from our normal trading levels but this did not impact on our ability to service our debt. We continue to trade profitably and are now returning to positive cash flows.

Based on management's assessment, the director's are confident that the company remains a going concern for the foreseeable future. Accordingly, the financial statements continue to be prepared on a going concern basis.

Basis of consolidation

The consolidated financial statements incorporate those of Energy Efficiency Topco Ltd and all of its subsidiaries. Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 30th November each year. where necessary, adjustments are made to the financial statements of the subsidiaries to bring accounting policies in line with those used by the group.

All inter-group transactions and balances between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

Significant judgements and estimates

In the application of the company's accounting policies, the director is 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.

Turnover

Turnover 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 at the fair value of the consideration received or receivable, excluding discounts and of Value Added Tax. The following criteria must also be met before revenue is recognised.

Sale of goods

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

- The group has transferred the significant risks and rewards of ownership to the buyer;

- The group retains neither managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- The amount of revenue can be measured reliably;

- It is probable that the group will receive the consideration due under the transaction; and

- The costs incurred or to be incurred in respect of the transaction can be measured reliably

Rendering of services

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

The outcome of a transaction can be estimated reliably when all the following conditions are met:

- the amount of revenue can be measured reliably;

- it is probable that the group will receive the consideration under the contract;

- the stage of completion of the transaction at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the transaction can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

An impairment loss has been recognised in the Consolidated Income Statement, following an assessment at the Consolidated Balance Sheet date indicating the recoverable amount was less than its carrying value.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

in accordance with the property

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on cost

Computer equipment

-

25% on reducing balance

Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stock is calculated using the first-in, first-out method and includes purchase, transport and handling costs in bringing stock to their present location and condition.

Work in progress is valued based on the percentage value of works completed to date assessed by qualified quantity surveyors. Work In progress also incudes finished installations that have not yet been approved for invoicing by the customer or are in the approval process.

Financial instruments

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

Financial 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

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..

Classification of financial liabilities

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

Basic financial 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.