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Registered number: 10192806
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE PERIOD ENDED 31 OCTOBER 2025
| RES ENERGY SERVICES LIMITED
RES ENERGY SERVICES LIMITED |  |
COMPANY INFORMATION
Directors | S. N. Deacon
| A. Ceresa
| I. G. Hunter
| H. N. Brandt
| D. J. Hearth
Registered number | 10192806
Registered office | Beaufort Court
| Egg Farm Lane
| Kings Langley
| Hertfordshire
| United Kingdom
| WD4 8LR
Independent auditors | Menzies LLP
| Chartered Accountants & Statutory Auditor
| 2nd Floor, Origin One
| 108 High Street
| Crawley
| RH10 1BD
RES ENERGY SERVICES LIMITED |  |
CONTENTS
| Page
Strategic Report | 1 - 5
Directors' Report | 6 - 7
Independent Auditor's Report | 8 - 11
Statement of Income and Retained Earnings | 12
Statement of Financial Position | 13
Notes to the Financial Statements | 14 - 29
RES ENERGY SERVICES LIMITED |  |
STRATEGIC REPORT FOR THE PERIOD ENDED 31 OCTOBER 2025
Introduction
The Directors present this Strategic Report for RES Energy Services Limited (the “Company” or “RES Energy Services”) for the period ended 31 October 2025. The financial information referred to in this report relates to the statutory financial statements of the Company for the same period. During the period, the Company changed its accounting reference date in order to align its reporting period with the fiscal year of RES Group, which ends on 31 October. Accordingly, the current reporting period covers the ten months from 1 January 2025 to 31 October 2025, whereas the comparative period covers the twelve months from 1 January 2024 to 31 December 2024. As a result, comparisons with the prior period are not directly like-for-like and should also be considered in the context of the transfer of contracts and business described below. RES Energy Services Limited is a private company limited by shares, incorporated and registered in England and Wales. The Company’s principal place of business is Third Floor STV, Pacific Quay, Glasgow G51 1PQ. This Strategic Report has been prepared in accordance with section 414C of the Companies Act 2006 and focuses on matters considered relevant to an understanding of the development, performance, position and future prospects of the Company, with particular emphasis on the Company’s operations and maintenance (“O&M”) activities, financial performance, principal risks and employees. Where reference is made to the wider group, this refers to RES Group (Renewable Energy Systems Holdings Limited and its subsidiaries). Overview of RES Energy Services Limited RES Energy Services Limited operates primarily within the operations and maintenance segment of the renewable energy sector, providing long-term services to support the safe, reliable and efficient operation of renewable energy assets across the UK. The Company’s activities include scheduled and unscheduled maintenance, management support, performance optimisation, health and safety management and compliance services for onshore wind, offshore wind, solar and energy storage assets. These services are typically delivered under contractual arrangements that provide a recurring base of revenue. During the period ended 31 October 2025, the Company continued to focus on operational delivery, workforce capability and health and safety performance, recognising that skilled employees and a strong safety culture remain critical to the successful delivery of O&M services. Sector outlook The UK renewable energy sector continues to play a central role in the country’s decarbonisation strategy and commitment to achieving net zero emissions by 2050. Demand for O&M services is expected to remain resilient, driven by the growing installed base of renewable assets and the increasing requirement for asset life extension, repowering and performance optimisation. During the ten-month period ended 31 October 2025, market conditions for O&M services were characterised by: ∙continued growth in operational wind and solar capacity across the UK. ∙increasing focus by asset owners on availability, cost efficiency and safety performance; and ∙ongoing skills shortages in technical and field-based roles. Looking ahead, the Directors consider that the long-term outlook for O&M services remains positive, supported by regulatory commitment to renewable energy and the increasing maturity of the UK renewable asset fleet. Page 1
RES ENERGY SERVICES LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 2025
Business review
Principal activities and operations RES Energy Services Limited delivers O&M services through experienced technical and operational teams based in the UK, supported by central functions including health and safety, quality, finance, legal, procurement and people management. The Company’s headquarters is located in Glasgow, with operational activity carried out across multiple renewable energy sites in the UK. Restructuring and transfer of contracts/business during the year During the period ended 31 October 2025, the Company took on additional contracts and business activities from another RES group company as part of an internal reorganisation. This increased the scale of the Company’s operations and broadened the portfolio of services delivered by RES Energy Services during the period. The transfer of contracts and related activity formed an important part of the Company’s development in 2025 and, together with the change in accounting reference date, should be considered when reviewing movements in revenue and profitability against the prior period. The uplift in trading activity during the period reflects both the transferred business and underlying performance across the existing O&M portfolio. Performance during the year During the period ended 31 October 2025, the Company continued to prioritise the safe and compliant delivery of O&M services, the retention and development of skilled technical employees and the maintenance of service quality for customers. The period also included the integration of additional contracts and business activities transferred into the Company as part of the wider group reorganisation. The Directors consider that the Company’s diversified O&M portfolio, together with its focus on long-term service contracts, helps mitigate short-term market volatility. The provisional trading outturn for the period shows a material increase in activity compared with the prior year, although the current period is ten months rather than twelve months and is therefore not directly comparable. Page 2
RES ENERGY SERVICES LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 2025
Key performance indicators
The Directors monitor a small number of financial indicators to assess the performance and position of the business. In particular, the Directors consider turnover, profitability, cash and net assets to be the most relevant indicators for this Company. As the current period covers ten months and the comparative period covers twelve months, and because additional contracts and business were transferred into the Company during 2025, movements in these measures are not directly comparable. KPI 2025 2024 Turnover / revenue £34,786,006 £12,219,202 (Loss)/profit before tax £(2,000,237) £100,347 Cash at bank and in hand £3,261,184 £174,604 Net assets £12,932,909 £1,155,854 Turnover increased materially following the transfer of additional contracts and business activities into the Company during the period. ∙Turnover/revenue for the period was £34,786,006 (2024: £12,219,202), driven by the transfer of additional contracts and business activities into the Company together with strong underlying trading performance across the existing O&M portfolio. This represents a near threefold increase in revenue compared to the prior period, demonstrating the significant growth in the scale and scope of the Company's operations. ∙The enlarged activity base also resulted in a materially higher cost base during the period. Total expenditure was £36,758,610, reflecting the significant investment in people, subcontracting, and operational infrastructure required to deliver the transferred contracts and support the Company's expanded portfolio of services. ∙The result for the period was a loss of £2,000,237. This outcome reflects the one-off costs and operational investment associated with the substantial growth in the Company's activities during the period, including the integration of transferred contracts and the significant increase in headcount from 117 to 244 employees. The Directors view this as a transitional position and remain confident in the long-term earnings potential of the expanded portfolio. ∙The Company benefits from the full support of its parent company, Renewable Energy Systems Holdings Limited, which has provided a formal letter of support confirming its commitment to provide ongoing financial assistance to enable the Company to meet its obligations as they fall due. The Directors are therefore satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future, and the financial statements have been prepared on a going concern basis accordingly. ∙The balance sheet at 31 October 2025 reported cash at bank and in hand of £3,261,184 and net assets of £12,932,909 (2024: cash at bank and in hand of £174,604 and net assets of £1,155,854), reflecting a materially stronger balance sheet position compared to the prior year. The significant increase in net assets is primarily attributable to the share capital injection of £13,893,323 completed in April 2025, which substantially strengthened the Company's equity base and financial position. Page 3
RES ENERGY SERVICES LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 2025
Principal risks and uncertainties
Economic and cost environment The UK economy continues to experience cost pressures arising from inflation, labour market constraints and supply chain volatility. These factors can affect operating costs and margins within O&M contracts. The Company mitigates these risks through active cost management, contract review, supplier diversification and ongoing monitoring of procurement strategies. People and skills risk The availability and retention of suitably skilled technical employees remain a key risk for O&M operations. Competition for experienced technicians and engineers continues to place pressure on recruitment and wage costs. The Company seeks to mitigate this risk through targeted recruitment, structured training programmes, performance management processes and initiatives aimed at employee engagement and retention. Health and safety O&M activities involve field-based work in operational environments, making health and safety a critical risk area. The Company maintains a strong focus on health, safety, quality and environmental management through dedicated HQSE processes, regular training, incident monitoring and continuous improvement initiatives. Supply chain and procurement Global supply chain uncertainty and the availability of specialist components can affect maintenance activities. The Company continues to work with approved suppliers, maintain contingency arrangements and require compliance with the RES Group Code of Conduct. Environmental, health and quality matters Environmental stewardship, health and safety, and quality management are integral to the Company’s O&M operations. The Company is committed to: ∙maintaining compliance with applicable environmental and health and safety legislation. ∙promoting safe working practices across operational sites. ∙supporting the wider group ambition to reduce environmental impact and progress towards carbon-neutral operations; ∙maintaining quality standards that support reliable service delivery for customers. Performance in these areas is monitored through internal management processes and reviewed regularly in support of continuous improvement. Page 4
RES ENERGY SERVICES LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 2025
Social and employee-related matters
Employees are central to the Company’s ability to deliver high-quality O&M services. The Company’s people strategy focuses on creating a safe, inclusive and supportive working environment and on maintaining the technical capability required to support customers effectively. Key areas of focus during the year included: ∙attracting and retaining skilled O&M professionals. ∙providing ongoing technical training and professional development. ∙promoting diversity, inclusion and employee wellbeing; and ∙maintaining open communication and engagement with employees. The Directors consider that continued investment in people and safety culture supports both operational resilience and the long-term sustainability of the business. This report was approved by the board and signed on its behalf.
................................................ H. N. Brandt Director
Date: 24 July 2026
Page 5
RES ENERGY SERVICES LIMITED |  |
DIRECTORS' REPORT FOR THE PERIOD ENDED 31 OCTOBER 2025 The Directors present their report and the financial statements for the period ended 31 October 2025.
Results and dividends
The loss for the period, after taxation, amounted to £2,116,268 (2024 - profit £75,481).
Directors
The Directors who served during the period were:
S. N. Deacon
A. Ceresa
I. G. Hunter
H. N. Brandt
D. J. Hearth
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Matters covered in the Strategic Report
The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 to set out within the company's Strategic Report the Company's Report Information Required by Schedule 7 of the Large and Medium Sized Companies (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties. Page 6
RES ENERGY SERVICES LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 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'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's auditors are aware of that information.
Auditors
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
................................................ H. N. Brandt Director
Date: 24 July 2026
Page 7
RES ENERGY SERVICES LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RES ENERGY SERVICES LIMITED
Opinion
We have audited the financial statements of RES Energy Services Limited (the 'Company') for the period ended 31 October 2025, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 Company's affairs as at 31 October 2025 and of its 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 Company 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 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.
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. Page 8
RES ENERGY SERVICES LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RES ENERGY SERVICES LIMITED (CONTINUED)
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 Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 9
RES ENERGY SERVICES LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RES ENERGY SERVICES 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 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: The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including: ∙The Companies Act 2006; ∙Financial Reporting Standard 102; ∙UK employment legislation; ∙UK health and safety legislation; and ∙UK Data Protection Regulations. We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: ∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; ∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; ∙Challenging assumptions and judgments made by management in its significant accounting estimates; and ∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: ∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount; and ∙Estimates adopted by management in connection with the recognition of a stock provision, warranty and contract provisions. ∙Timing of revenue recognition Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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. Page 10
RES ENERGY SERVICES LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RES ENERGY SERVICES LIMITED (CONTINUED)
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. Andrew Hookway (FCA) (Senior Statutory Auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor 2nd Floor, Origin One 108 High Street Crawley RH10 1BD 24 July 2026 Page 11
RES ENERGY SERVICES LIMITED |  |
STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE PERIOD ENDED 31 OCTOBER 2025
| 10 months ended 31 October | As restated 12 months ended 31 December
| 2025 | 2024
Note | £ | £
Turnover | 4 | 34,786,006 | 12,219,202
Cost of sales |  | (30,424,730) | (8,856,034)
Gross profit |  | 4,361,276 | 3,363,168
Administrative expenses |  | (6,333,880) | (3,727,555)
Other operating income | 5 | 1,712 | 526,184
Operating (loss)/profit | 6 | (1,970,892) | 161,797
Interest receivable and similar income | 9 | 22,850 | -
Interest payable and similar expenses | 10 | (52,195) | (61,450)
(Loss)/profit before tax |  | (2,000,237) | 100,347
Tax (charge)/credit | 11 | (116,031) | (24,866)
(Loss)/profit after tax |  | (2,116,268) | 75,481
Retained earnings at the beginning of the period |  | 570,082 | 1,395,539
|  | 570,082 | 1,395,539
(Loss)/profit for the period |  | (2,116,268) | 75,481
Dividends declared and paid |  | - | (900,938)
Retained earnings at the end of the period |  | (1,546,186) | 570,082
There were no recognised gains and losses for 2025 and 2024 other than those included in the statement of income and retained earnings.
Page 12
RES ENERGY SERVICES LIMITED REGISTERED NUMBER:10192806 |  |
STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  | 31 October |  | 31 December
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 1,956,344 |  | -
Tangible assets | 13 |  | 464,789 |  | 19,285
|  |  | 2,421,133 |  | 19,285
Current assets |  |  |  |  |
Stocks | 14 | 5,421,007 |  | 1,079,061 |
Debtors: amounts falling due within one year | 15 | 18,463,347 |  | 4,244,146 |
Cash at bank and in hand |  | 3,261,184 |  | 174,604 |
|  | 27,145,538 |  | 5,497,811 |
Creditors: amounts falling due within one year | 16 | (16,129,323) |  | (3,233,606) |
Net current assets |  |  | 11,016,215 |  | 2,264,205
Total assets less current liabilities |  |  | 13,437,348 |  | 2,283,490
Provisions for liabilities |  |  |  |  |
Deferred tax | 17 | - |  | (4,821) |
Other provisions | 18 | (504,439) |  | (1,122,815) |
|  |  | (504,439) |  | (1,127,636)
Net assets |  |  | 12,932,909 |  | 1,155,854
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 14,479,095 |  | 585,772
Profit and loss account | 20 |  | (1,546,186) |  | 570,082
|  |  | 12,932,909 |  | 1,155,854
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ H. N. Brandt
Director
Date: 24 July 2026
The notes on pages 14 to 29 form part of these financial statements. Page 13
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
1. | General information
RES Energy Services Limited (Formerly Ingeteam UK Limited) is a private Company limited by shares, incorporated in the United Kingdom under the Companies Act 2006, and is registered in England & Wales. The address of the Company's registered office is disclosed on the Company information page. The Company's principal place of business is disclosed in the Strategic Report. The Company has changed its accounting reference date from 31 December to 31 October to align with the overall group. These financial statements present the activity of the company for the 10 month period ended 31 October 2025 which are not entirely comparable to the previous 12 months ended 31 December 2024. 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 management to exercise judgement in applying the Company's accounting policies (see note 3).
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Renewable Energy Systems Holdings Limited as at 31 October 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
| 2.3 | Going concern
Renewable Energy Systems Holdings Limited, the parent company, has confirmed that they will provide ongoing financial support for a period of at least 12 months from signing of the financial statements, so that the entity can continue to meet its financial obligations as they fall due. As a result, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements as they have a reasonable expectation that the Company has adequate resources to continue operational existence for the foreseeable future. Page 14
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.4 | 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.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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. Revenue on maintenance contracts is recognised evenly over the term of the contract. Revenue on service contracts is recognised on the date that the service is provided. Revenue on corrective works or projects which include milestones is recognised in line with the degree of completion based on costs incurred.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds. Page 15
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.8 | Current and deferred taxation
The tax expense for the period 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 operates and generates 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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.
| 2.9 | Provisions and contingent liabilities
Provisions for liquidated and compensation damages are recognised when the Company has a present legal or constructive obligation as a result of past events from the maintenance contracts of renewable energy solar and wind farms. An outflow of funds will probably be necessary to settle the obligation, and the amount may be reliably estimated. Provisions are not recognised for future operating losses. Any provisions which are recognised are carried at the present value of forecast payments that are expected to be required to settle the obligation, using a rate before taxes that reflects the current market assessment of the time value of money and the specific risks of the obligation. Adjustments to the provision as a result of updating are recognised as a financial expense as they accrue. Meanwhile, contingent liabilities are those possible liabilities arising as a result of past events, whose materialisation depends on whether future events that are beyond the control of the Company occur or not. These contingent liabilities are not recognised in the financial statements, but provisions for liquidated damages are disclosed in note 22. Page 16
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.10 | Intangible assets
Contractual customer relationships Contractual customer relationships are operation and maintenance contracts acquired by the Company. These customer relationships are amortised over the remaining life of the contract with the customer. In the event that the customer was to terminate the contract, a sum would be due back to the Company in line with the remaining term of the contract unused. Intangible assets are initially recognised at cost. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The estimated useful lives range as follows:
|  |  |  | Contractual customer relationships | - |  | over remaining term of contract
| 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. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 20% |
|  |  |  | Computer equipment | - | 20% |
|  |  |  | Transport equipment | - | 20% |
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 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Income and Retained Earnings.
| 2.13 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company only enters into basic financial instrument transactions that result in the recognition of financial Page 17
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
| 2.14 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows: Provision for liquidated and compensation damages, warranty, and other provisions The Company recognises provisions for risks of incurring liquidated and compensation damages, warranty claims, and other provisions in accordance with the accounting policy indicated in Note 2.9 of these financial statements. The Company has made judgements and estimates regarding the probability of occurrence of such risks, as well as the amount thereof, and has recorded a provision when the risk has been considered probable, estimating the costs that would give rise to such obligation. Provision for onerous contracts The Company recognises provisions for risks of onerous contracts. A contract is considered onerous when the unavoidable costs of meeting the obligations under the contract exceed the expected economic benefits to be received. In making this assessment, significant judgement is required in relation to: ∙Forecast future costs of fulfilling the contracts, including direct labour, materials, and any unavoidable incremental costs. ∙Expected economic benefits, such as revenues or other financial returns, that will arise from the contract. Where contracts have been assessed as onerous, provisions have been recognised for the cost to fulfil the contract. The key sources of estimation uncertainty include assumptions about inflationary increases in costs. At the reporting date, the company has recognised a provision of £nil in respect of onerous contracts (2024: £584,249). This amount reflects management’s best estimate based on current information. Revenue and margin recognition The Company's revenue and margin recognition policies are set out in note 2. These policies require forecasts of outcomes of long term service contracts. Revenue and margins are calculated based on the percentage completion of contract, which is based on costs incurred as a proportion of total contract costs, as this indicates the proportion of performance obligation complete. All costs associated with each contract are estimated using cost quotations specific to the contract. The range of potential outcomes as a result of uncertain future events could result in a materially positive or negative swing to profitability and cash flow. The Company updates its total cost estimate whenever new information arises. Page 18
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Maintenance contracts | 31,661,724 | 12,219,202
| Project contracts | 3,124,282 | -
|  | 34,786,006 | 12,219,202
| All turnover arose within the United Kingdom.
5. | Other operating income
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 1,712 | 526,184
|  | 1,712 | 526,184
6. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation | 141,483 | 18,457
| Exchange differences | 10,887 | 46,887
| Other operating lease rentals | 1,008,997 | 945,790
| Auditors remuneration | 66,053 | 16,450
| Amortisation | 49,840 | -
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 11,516,862 | 4,814,696
| Social security costs | 1,264,581 | 518,095
| Cost of defined contribution scheme | 361,614 | 95,926
|  | 13,143,057 | 5,428,717
| The average monthly number of employees, including the Directors, during the period was as follows:
|  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 5 | 5
|  | Production | 217 | 102
|  | Administration and support | 22 | 10
|  |  | 244 | 117
8. | Directors' remuneration
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 70,683 | 93,470
| Company contributions to defined contribution pension schemes | 10,973 | 11,200
|  | 81,656 | 104,670
| During the period retirement benefits were accruing to 1 Director (2024 - 1) in respect of defined contribution pension schemes.
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
9. | Interest receivable
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 15,758 | -
| Other interest receivable | 7,092 | -
|  | 22,850 | -
10. | Interest payable and similar expenses
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans from group undertakings | 52,195 | 61,450
|  | 52,195 | 61,450
11. | Taxation
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the period/year | - | 27,055
| Adjustments in respect of previous periods | 120,852 | 1,516
|  | 120,852 | 28,571
| Total current tax | 120,852 | 28,571
| Deferred tax |  |
| Origination and reversal of timing differences | (4,821) | (1,969)
| Adjustments in respect of prior periods | - | (1,736)
| Total deferred tax | (4,821) | (3,705)
| Tax charge/(credit) | 116,031 | 24,866
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the period/year
| The tax assessed for the period is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 10 months ended 31 October | 12 months ended 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (2,000,237) | 100,347
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (500,059) | 25,087
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 12,460 | -
| Adjustments to tax charge in respect of prior periods | 120,852 | 1,516
| Unrelieved tax losses carried forward | 482,778 | -
| Adjustments to tax charge in respect of prior periods - deferred tax | - | (1,736)
| Other differences leading to an increase (decrease) in the tax charge | - | (1)
| Total tax charge for the period/year | 116,031 | 24,866
| Factors that may affect future tax charges
The Company has unrelieved losses carried forward of £2.4m, which no deferred tax asset has been recognised (2024 - £nil). There were no other factors that may affect future tax charges. Page 22
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
12. | Intangible assets
|  | Contractual customer relationships
|  | £
| Cost |
| Additions | 2,006,184
| At 31 October 2025 | 2,006,184
| Amortisation |
| Charge for the period | 49,840
| At 31 October 2025 | 49,840
| Net book value |
| At 31 October 2025 | 1,956,344
| At 31 December 2024 | -
| Included within the additions in contractual customer relationships balance are operational and maintenance contracts acquired by the Company from Renewable Energy Systems Limited during the year. These customer relationships are amortised over the remaining term of the contracts being between 18 and 21 years. The £49,840 amortisation of contractual customer relationships in the period is included in the profit and loss account, based on the nature of the contractual relationship.
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
13. | Tangible fixed assets
|  | Fixtures and fittings | Computer equipment | Transport equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 173,915 | 14,984 | - | 188,899
| Additions | 407,835 | - | 179,152 | 586,987
| At 31 October 2025 | 581,750 | 14,984 | 179,152 | 775,886
| Depreciation |  |  |  |
| At 1 January 2025 | 158,676 | 10,938 | - | 169,614
| Charge for the period on owned assets | 122,359 | 603 | 18,521 | 141,483
| At 31 October 2025 | 281,035 | 11,541 | 18,521 | 311,097
| Net book value |  |  |  |
| At 31 October 2025 | 300,715 | 3,443 | 160,631 | 464,789
| At 31 December 2024 | 15,239 | 4,046 | - | 19,285
14. | Stocks
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale (spare parts) | 5,421,007 | 1,079,061
|  | 5,421,007 | 1,079,061
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
15. | Debtors
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 10,827,518 | 2,377,216
| Amounts owed by group undertakings | - | 560,251
| Other debtors | 616,416 | -
| Prepayments and accrued income | 7,019,413 | 1,004,137
| Corporation tax recoverable | - | 302,542
|  | 18,463,347 | 4,244,146
| Included within other debtors totalling (£616,416) are performance bond agreements included within the base contractual fee totalling £100,172.
16. | Creditors: amounts falling due within one year
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 1,626,679 | 609,719
| Amounts owed to group undertakings | 6,964,921 | 1,960,245
| Other taxation and social security | 2,821,234 | 392,234
| Other creditors | 946,825 | 146,090
| Accruals and deferred income | 3,769,664 | 125,318
|  | 16,129,323 | 3,233,606
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
17. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (4,821)
| Charged to the profit and loss account | 4,821
| At end of year | -
| The deferred taxation balance is made up as follows:
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (116,197) | (4,821)
| Offset by tax losses carried forward | 116,197 | -
|  | - | (4,821)
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
18. | Provisions
|  | Liquidated and compensation damages and other provisions | Onerous contract provision | Warranty provision | Total
|  | £ | £ | £ | £
| At 1 January 2025 | 421,614 | 584,249 | 116,952 | 1,122,815
| Charged to profit or loss | (121,614) | (579,249) | 82,487 | (618,376)
| At 31 October 2025 | 300,000 | 5,000 | 199,439 | 504,439
| Provision for liquidated and compensation damages and other provisions The Company recognises provisions for risks of incurring liquidated and compensation damages and other provisions in accordance with the accounting policy indicated in Note 2.9 of these financial statements. The Company has made judgements and estimates regarding the probability of occurrence of such risks, as well as the amount thereof, and has recorded a provision when the risk has been considered probable, estimating the costs that would give rise to such obligation. Onerous contract provision During the year the Company reviewed their ongoing maintenance contracts which many of these span a one to three year term. Therefore an obligation to provide services at a set contract value exists and which recognised on a monthly basis. A provision has been recognised as the costs of meeting the obligations exceed the contract value, therefore making the contract onerous. The calculation includes known future costs and estimated overheads relating to delivering the service.
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RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
19. | Share capital
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted and called up share capital |  |
|  | 14,479,095 (2024 - 585,772) Ordinary shares shares of £1.00 each | 14,479,095 | 585,772
| The ordinary shares have full voting, dividend and capital distribution rights.
A total of 13,893,323 new ordinary shares of £1 each were allotted to RES Global Services Holdings Limited, the sole shareholder and parent company, and was fully paid as at 29 April 2025 at par value in by way of capitalisation of intercompany balance.
20. | Reserves
Profit and loss account This reserve includes all current and prior period retained profits and losses.
21. | Prior year adjustment
The comparative Statement of Income and Retained Earnings and Detailed Profit and Loss Account have been restated, and this affected the presentation only. The restatement has been recognised to reclassify direct gross wages, employers NIC and employers pension costs from administrative expenses to cost of sales totalling £4,804,381 which has also reduced gross profit by this value. This adjustment has therefore increased cost of sales by £4,804,381 and administrative expenses have reduced by £4,804,381. This has had no impact to the opening reserves as at 1 January 2025.
22. | Contingent liabilities
Provision for liquidated and compensation damages and other provisions The Company recognises provisions for risks of incurring liquidated and compensation damages and other provisions in accordance with the accounting policy indicated in Note 2.9 of these financial statements. The Company has made judgements and estimates regarding the probability of occurrence of such risks, as well as the amount thereof, and has recorded a provision when the risk has been considered probable, estimating the costs that would give rise to such obligation.
23. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £361,614 (2024 - £95,926). Contributions totalling £135,754 (2024 - £19,017) were payable to the fund at the reporting date and are included in creditors. Page 28
RES ENERGY SERVICES LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
24. | Commitments under operating leases
| At 31 October 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 1,096,597 | 367,255
| Later than 1 year and not later than 5 years | 1,040,901 | 226,999
|  | 2,137,498 | 594,254
25. | Related party transactions
| In accordance with the exemption allowed under s.33 FRS102 transactions with group companies have not been disclosed in these financial statements.
26. | Parent company
As at the year end, the parent undertaking of the smallest group is Renewable Energy Systems Limited, a Company incorporated in the United Kingdom. The parent undertaking of the largest group, which includes the Company and for which consolidated financial statements are prepared, is Renewable Energy Systems Holdings Limited, a Company incorporated in the United Kingdom. The address of their registered office is: Beaufort Court, Egg Farm Lane Off Station Road, Kings Langley, Hertfordshire, WD4 8LR.
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