The directors present the strategic report for the year ended 30 September 2025.

The company was incorporated on 13 June 2023 and on 26 July 2023, the company commenced the purchase of shares in several subsidiary companies to create the new corporate group. From 14 October 2024, the group has incorporated several new entities as part of the groups strategy to diversify into the renewable energy market, as detailed within note 14. The group has also acquired two new established companies as detailed in note 26.

The new corporate group includes the "Ruby Energy" group, one of the UK's leading independent commercial energy suppliers. The Ruby Energy group are dedicated to empower SME's nationwide with bespoke energy solutions.

The group also includes complementary businesses associated with the installation of smart meters and electrical systems, card payment services and telecommunication services.

The group are committed to innovation and continually improving our services, tailoring solutions for our customers. This includes considering renewable energy options and ensuring affordable renewable electricity products are accessible in the future to everyone.

Fair review of the business

The comparative results for the new corporate group accumulated the financial performance of each acquired subsidiary from the date of acquisition. As such the group's reported performance for the comparative period and the financial position as at 30 September 2024 only includes transactions allocated to the new ownership period. The reported performance for the year ended 30 September 2025 includes a full year of trade for these subsidiaries.

Group turnover, on a 12-month comparative basis has increased by £0.8m from £129.6m to £130.4m. This turnover growth is expected to continue in FY26.

Group gross profit margin has increased from 27.4% to 28.0%, illustrating effective monitoring of costs and the underlying groups profitable trading entities.

The reported group loss principally relates to group non-trading costs, including group amortisation of purchased goodwill and interest payable on promissory notes associated with the purchase of shares in subsidiaries in the previous period. Group EBITDA excluding exceptional items amounts to £5.1m (2024: £2.2m on a 12-month comparative basis), illustrating the underlying profitable trading group.

The group loss reported in the year has increased the net liabilities position on the balance sheet at 30 September 2025 to £25.8m (2024: £9.6m). Despite the group net liabilities position reported as at 30 September 2025, from a group financial standing perspective, the main individual trading subsidiaries each have strong balance sheets in their own right and as such places the group in a strong financial position.

It should also be highlighted that the new corporate group has significant net current assets of £11.5m (2024: £16.2m) as at 30 September 2025. Creditors, amounts falling due after more than one year amount to £99.4m (2024: £94.4m), of which £82.9m (2024: £83.9m) relate to promissory notes owed to close family members of the directors, with maturity dates of 2028.

The board are confident that the group's trading financial performance will continue to improve year-on-year in respect of both turnover and operating profit (prior to exceptional items). The balance sheet financial position excluding close family debt is solvent at £42.9m (2024: £60.1m).

Ruby Energy group

The Ruby Energy group consists of Ruby Energy Holdings Ltd, Ruby Electricity Ltd and Ruby Gas Ltd, with Ruby Electricity Ltd being the largest contributor to the corporate group both in terms of turnover and profitability.

During the year turnover for the Ruby Energy sub group amounted to £110.8m (2024: £153.6m), with gross profit of £32.1m (2024: £45.3m). EBITDA excluding exceptional items also continues to be significant at £5.2m (2024: £1.6m). The comparative figures reported for 2024 relate to the financial amounts included in 2024 individual company accounts which was for a 17 month period. Consolidation has been recognised from acquisition of those subsidiaries.

The Ruby Energy group business model and target market remain consistent with prior years, and the business offers Fixed Rate or Variable products to a predominantly SME and small corporate customer base.

During the prior period, the company's directors and ultimate shareholders changed and significant progress was made to establish an independent executive board of advisors and consultants, with industry and finance experience, with the ultimate aim to improve the efficiency and management of the company (and its wider group), including systems, controls and compliance. This has continued during the year.

Smart Choice group

The 'Smart Choice group' consists of Smart Choice Holding Limited, Smart Choice Metering Limited and various newly incorporated companies, with Smart Choice Metering Limited being a significant component for the group's long term diversification strategy.

The newly incorporated Smart Choice entities have been established as part of the groups pivot towards renewable energy as the group seeks to provide sustainable energy options to its commercial customers.

Smart Choice Metering Limited delivers smart meter solutions to domestic customers, businesses and energy suppliers nationwide.

The company's team of fully-qualified Smart Meter Engineers are committed to the UK Government’s Smart Metering Implementation Programme (SMIP), an energy-industry led initiative to roll-out approximately 53 million smart meters to domestic properties and non-domestic sites in Great Britain by 2025.

As a fully-authorised Meter Operator Provider (MOP), Meter Asset Manager (MAM) and Meter Asset Provider (MAP), the Directors believe that the Company combination of expertise, experience and in-house engineer training academy offers a truly smart, flexible solution to the challenges facing the energy efficiency and metering industry.

During the year ended 30 September 2025, Smart Choice Metering Limited has achieved significant growth in comparative sales, which is testament to the strategic decisions made and the positive impact that has had, together with improved controls and procedures implemented. The company has turned a trading profit in 2025 excluding exceptional provisions made relating to to the non recovery of group debt as a result of the continued business activity, growth and effective management of both income and costs.

Card Saver Ltd

The principal activity of the company continued to be that of a supplier of card payment services.

Card Saver Ltd is the smallest of the established trading subsidiaries in terms of turnover, though its services are complementary to the wider group.

Historically Card Saver Ltd has been profitable, though a loss has been reported for the previous period and the current year ended 30 September 2025, due to exceptional external factors, resulting in reduced turnover. The board are hopeful that with successful sales growth and effective cost management, the company will return to profitability in 2026.

Other companies

The group does hold shares in other small companies as detailed in note 14, though no separate commentary has been considered necessary due to their small size.

Objectives and Strategy

The objectives of the group are to deliver long term value to the owners. The Board’s strategy to achieve this is based upon the following principles:

• Continued growth by continuing to offer relevant, competitively priced products into core markets, underpinned by high quality service for customers.

• Commitment to the rollout of smart metering and other industry initiatives to improve the accuracy of billing and customer experience.

• To attract, retain and develop exceptional senior managers to continuously improve the organisation’s capabilities and present challenge to the dominant suppliers in the market.

• Diversification into new market segments or adjacent markets to support and spread growth.

The group seeks to manage risk through a combination of Board oversight, operational routines, and policies and the principal risks are aggregated as follows:

Energy industry specific risk

The UK non-domestic supply market is highly competitive, and while risk is present in all markets, this continues to be an attractive place to do business.

Operating in a regulated market opens up regulatory and political risks as well as costs, and it is a feature of normal operations that such risks, costs and changes must be accommodated, albeit that they may cause disruption and/or prices changes for customers.

The business has continued to mitigate the risks noted above through the following strategies:

• Ensuring the business has the right skills and capabilities to monitor and maintain compliance with regulatory requirements.

• Offering products that pass or share risk with end users combined with comprehensive hedging strategies to reduce exposure.

Commodity risk

Commodity risk being the risk of volatility in the price of wholesale energy impacting customer margins. The company seeks to manage this risk by utilising forward energy contracts that align to the term and pricing of customer contracts.

Energy costs risk

The global economic and political climate has resulted in increased costs generally, increasing wages and general overhead costs. The effect on energy prices has been significant. These inflation related price increases are expected to remain for some time to come.

Liquidity risk

The risk that the group is unable to meet its financial obligations due to insufficient credit or cash reserves. This is managed on a short and long term basis with reference to internal working capital strategies and access to external funding. For short to medium term flexibility, from time to time the other related party trading companies provide cash loans.

Credit risk

The group risk of bad debt from the customer portfolio and the risk of failure of a counterparty or supplier to meet its contractual obligations. A credit onboarding process is followed for new customers, which predominantly included direct debit as the principal means of payment and trade debtors are monitored on an ongoing basis.

All customers who wish to trade on credit terms are subject to on-going credit verification procedures. Trade debtors are monitored on an on-going basis and provision is made for doubtful debts where necessary. Credit insurance is deployed within the group where deemed appropriate by the directors.

Interest rate risk

The group finances its trading operations through a combination of retained profits and finance leases. The group exposure to interest rate fluctuations on its finance lease arrangements is managed by the use of fixed rate agreements.

Directly related to the acquisition of subsidiary companies and the formation of this corporate group, the group and company has committed to promissory loan notes with related parties, with interest incurred at a fixed and floating rate of SONIA plus 375 basis points. The company also has intra-group funding arrangements on similar arrangements.

The directors monitor interest rates for both the group’s and company's financing arrangements on an ongoing basis. Given the nature of the group’s and company's activities and the continued availability of the variety of funding in place, the directors consider the group’s and company's exposure to interest rate movements to be limited and manageable.

The board reviews the groups’s KPIs at the monthly board meetings. These include operational and financial measurements.

Specifically with the energy trade subsidiaries, key operational KPIs are customer retentions, % of customers on direct debit and bad debts written off.

• Customer retentions is key to the business as losing customers results in a loss of revenue. For the year ended 30 September 2025, 66.9% (2024: 69.0%) of customers have been retained.

• Having customers on direct debit improves the amount of debt that is collected from customers and reduces the potential bad debt exposure. The % of customers on direct debits as at 30 September 2025 amounted to 79.8% (2024: 80.0%) of customers.

• The amount of customer debt that is written off is a significant KPI for the business as this illustrates the performance of the customer relationships team. Bad debts as a % of sales for the year ended 30 September 2025 amounted to 3.9% (2024: 7.3%).     

The group also uses key financial performance indicators to monitor its business. These include:

The corporate group's reporting period was extended in the previous period to 15 months, with 14 months trading activity based on the dates various subsidiaries were acquired. As such comparative profit and loss performance measurers included in the above KPI summary, have been normalised to give a true reflection of the financial period, on a 12 month comparative basis.

The comparative increase in turnover in 2025 (on a 12 month basis) largely arose from the impact of the increased volume of energy sold when compared to the prior period, which is as a result of an increase in energy usage across the economy.

The gross profit margin has remained largely consistent despite the volatility in price of gas and electricity across the market, as any fluctuation in prices are largely passed onto the customers. The company also takes measures to mitigate the impact of the volatile price of energy through hedging.

The group has reported a loss before tax, which is expected given the significant interest expense in the year payable on the group's long term related party liabilities. This, in conjunction with the amortisation charge on purchased goodwill and an exceptional provision for the non recoverability of related party loans, has resulted in the group's net liabilities position at the balance sheet date.

Group EBITDA (after exceptional income and costs) evidences that the group's underlying trade is increasingly profitable and generates cash from a trading perspective. Exceptional income and costs are explained in note 4.

At the balance sheet date, the group’s cash position was substantial. That, with significant net current assets, demonstrates the group's strong liquidity position and financial stability.

It should be noted that the group's net liabilities position at 30 September 2025 is reflective of £82.9m (2024: £83.9m) of long term debt maturing in 2028. Excluding the longer term acquisition related debt, the group would have significant net assets.

Directors’ duties

The directors of the group, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows;

‘A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

• The likely consequences of any decision in the long term;

• The interests of the company’s employees;

• The need to foster the company’s business relationships with suppliers, customers and others;

• The impact of the company’s operations on the community and environment;

• The desirability of the company maintaining a reputation for high standards of business conduct; and

• The need to act fairly as between shareholders of the Company.’

The following paragraphs summarise how the Directors’ fulfil their duties;

Risk management

We provide business-critical services to our customers. As the industry changes and becomes more complex our risk environment changes. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to evolve our approach to risk management.

Our people

The group is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, investors, communities and society as a whole. People are at the heart of our the company and service provided to our customers. For our business to succeed we need to manage our people’s performance and development and bring through talent whole ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour so we achieve our goals in the right way.

Business relationships

Our strategy prioritises organic growth, driven by cross-selling, retaining existing customers and acquiring new customers into the group. To do this, we need to maintain and develop strong relationships with industry partners, customers, suppliers and intermediaries.

Community and environment

The group’s approach is to use our position of strength to create positive change for the people and communities within the local area and with which we interact. We want to leverage our expertise and enable colleagues to support the communities around us.

Shareholders

The board is committed to openly engaging with our shareholders, as we recognise the importance of a continuing effective dialogue, whether with major institutional investors, private or employee shareholders. It is important to us that shareholders understand our strategy and objectives, so these must be explained clearly, feedback heard and any issues or questions raised properly considered.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 September 2025.

The principal activity of the company is that of a holding company.

The principal activities of the group are as follows:

• Commercial gas and electricity supplier.

• Installation of smart meters.

• Production of green renewable energy

• Supply of card payment services.

• Telecommunication services

• Installation/maintenance of electrical systems

The results for the year are set out on page 14.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The group is utilising its in-house technical expertise to develop an integrated pricing and billing platform that will enable the group to offer more flexible and competitive pricing solutions for its customers. Once implemented, the platform will allow the company to better serve its customer base and enable it to streamline its in-house processes and recognise cost efficiencies.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Group

On 29 January 2026, Ruby Energy Holdings Ltd sold one if its subsidiaries, Commercial Power Limited, to its parent company East Pines Holdings Ltd for consideration of £1.

On 14 May 2026, the subsidiary, Aurora Electrical Services Ltd, was disposed of in full, for consideration of £29,001, which was deemed to be fair value.

During June 2026, various group and related party debts have been legally re-assigned as a measure to simplify and reduce balances.

Company

On 16 June 2026, the company entered into a rectification agreement to correct the purchase consideration relating to its sale of investments in subsidiaries. The agreement amends the original consideration received, to reflect acquisition consideration at deemed market value.

The directors have based their fair value adjustment at 30 September 2025 on this rectification agreement, as the agreement indicates the underlying value of the East Pines Energy Investments sub-group.

As a consequence of the rectification agreement, an adjustment had been processed on 16 June 2026 to correct the sale proceeds. This includes additional consideration received by way of a share issue in East Pines Energy Investments Limited (10,000 ordinary £1 shares at a share premium of £3,780 per share). This resulted in an increase in the investment value of £37,800,000, for which a corresponding amount has been released from the fair value reserve on 16 June 2026, when the rectification agreement was transacted.

Furthermore the rectification agreement has resulted in additional consideration receivable, which has increased the loan note debtor by £28,289,532.

As a consequence of the rectification agreement dated 16 June 2026, the consideration for the sale of shares in various subsidiaries is restated and rather than a loss of £65,559,652 (as recognised in the year ended 30 September 2025 financial statements),  the transaction realises an overall profit of £529,880,which resultantly restores the P&L reserves post year end.

The company will continue to be a parent holding company.

The group will continue to provide commercial electricity, gas and related services as detailed in the Directors Report.

The directors continue to monitor and manage the trading subsidiaries, seeking growth through existing customers and expanding services and opportunities as they arise.

The company and group has sufficient financial resources in place to execute its strategy to develop for the future.

The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group presents its emissions and energy consumption below.

The group has followed the 2025-2026 Sustainability Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2025 UK Government’s Conversion Factors for Company Reporting.

Electricity - we have analysed the electricity invoices received from the supplier and recorded the electricity usage.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1,000,000 of revenue.

We have installed smart meters across all sites and increased video conferencing technology for both staff and external meetings, to reduce the need for travel between sites. The group continues to monitor gas and electricity consumption and encouraging staff to be mindful of energy usage and environmental matters generally.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

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

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

We have audited the financial statements of East Pines Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the group and the parent company and their 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 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

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

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the company's license to operate. We identified the following areas as those most likely to have such an effect: laws related to energy supply activities and the regulated nature of the energy industry.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:

• Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud

• Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud

• Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;

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

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £78,213,134 (2024 - £26,417,511 profit).

East Pines Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Parkside Stand, Fleetwood Town Football Club, Park Avenue, Fleetwood, Lancashire, FY7 6TX.

The group consists of East Pines Holdings Ltd and all of its subsidiaries.

The previous accounting period was extended from 30 June 2024 to 30 September 2024, to align with fellow group companies. Based on the dates of subsidiaries being acquired, the comparative period represents a 14 month trading period. Consequently, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

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

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company East Pines Holdings Ltd together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions 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.

Group

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The group has a reporting loss for the financial year of £16.1m (2024: £9.6m), which has subsequently left the group in a net liabilities position of £25.8m (2024: £9.6m). This reported loss predominately relates to group amortisation of the acquired goodwill and interest payable on promissory notes due to close family members of the directors with maturity dates of 2028. The main trading subsidiaries of the group are and continue to be profitable based upon forecasts prepared by the directors.

The group has creditors falling due after more than one year of £99.4m (2024: £94.4m), which include £82.9m (2024: £83.9m) of promissory notes due to close family members of the directors with maturity dates of 2028. Excluding these promissory notes, the group is able to pay its external liabilities as they fall due, as reflected by the significant net current assets position of £11.5m (2024: £16.2m).

On this basis, the directors have adopted the going concern basis of accounting in preparing the group financial statements.

Company

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. This is due to continued financial support provided by fellow group and related companies. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

As at 30 September 2025, the company owed related parties £92,179,195 (2024: £73,322,169) in the form of capital loan balances and accrued interest payable. These balances are included within other creditors: amounts falling due after more than one year, on the basis that there are formal promissory notes in place which have maturity dates of 31 October 2028.

In determining whether the company’s accounts can be prepared on a going concern basis, the directors considered the company’s business activities together with the factors likely to affect its future development, performance, its financial position including cash flow, liquidity position, borrowing facilities and the risks and uncertainties relating to its business activities. These include the impact of the recoverability of both group and related party debts. The directors regularly review these factors to ensure that any risks are recognised and managed effectively.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is generated primarily from the sale of electricity and gas to customers. Turnover from contracts with customers is recognised over time as energy is supplied to the customer, this reflects the value of the volume supplied which includes an estimated value of volume supplied to customers between the last meter reading and the end of the year. The group determines the estimate of customer electricity and gas consumption based on available industry consumption data, historical meter readings and also seasonal usage curves that have been estimated through historical actual usage data.

Also included in turnover is other income arising from late payment fees and other site works and disconnection costs which are charged to the group’s customers.

Revenue from the installation of meters is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on installation), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover generated from the use of card terminals is recognised when the turnover can be measured reliably, it is probable that the economic benefits, associated with the card transactions processed, will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover relating to the use of card terminals is recognised based upon usage and recognised in the period the card transactions are processed.

Other revenue is recognised for provision of engineer services. Recognition is based on a hourly rate, with associated income being recognised when the service has been provided.

Turnover also includes amounts receivable from the sale of electricity generated by the group's solar panel installations and supplied to the property owners on whose premises the installations are located. Revenue is recognised in the period in which the electricity is generated and supplied, based on the amount of electricity generated during the period and the contractual tariff or other agreed rate with the property owner. The group invoices the property owner on a monthly basis based on the electricity generated during the relevant period.

The group also recognises revenue from the installation and maintenance of renewables and other commercial electrical systems on completion of the installation or service provided.

The group also includes the value of commissions receivable from third parties in respect of sales contracts signed up during the accounting period, within turnover, excluding value added tax. Turnover from commissions is recognised by reference to the date the contract with the end user is confirmed as being approved by the energy provider.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

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

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

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

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

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

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

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

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

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

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

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

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

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

Trade and other debtors/ creditors which have no stated interest rate, do not constitute a financing transaction, and are due to be settled within one year and as such are initially and subsequently measured at the undiscounted amount of consideration expected to be received, net of impairment.

The group has long term commercial contracts in place for the purchase of gas and electricity. On the grounds that these contracts are held for the purpose of the delivery of a non-financial item in accordance with the group's expected purchase and sale requirements, the own use exemption has been applied. As a result, the agreements do not fall within the scope of Section 12 of FRS102 and are not accounted for as derivatives.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

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

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

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

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

Fair value reserve

Investments in subsidiaries are initially recognised at historical cost and subsequently measured to fair value at the balance sheet date.

Changes in the fair value of investments in subsidiaries are recognised in other comprehensive income and accumulated in the fair value reserve within equity.

Amounts recognised within the fair value reserve are not available for distribution until realised in accordance with applicable company law and accounting requirements. The reserve is reviewed at each reporting date to ensure it continues to reflect the substance of the underlying transaction.

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

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

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

Turnover derived from the supply of gas includes an estimate of the value of gas supplied to customers between the date of the last meter reading and the end of the reporting period. Estimation of the number of units consumed but not yet processed through the settlement process are based on industry data until final reconciliation data is received.

Similarly purchase volumes are also subject to the same degree of estimation, with associated settlement costs dependent on the receipt of final reconciliation data.

Trade debtors are stated net of provisions for both after date sales credit notes and bad or doubtful debts .

Provisions for bad or doubtful debts are recognised when recovery is uncertain, considering the age of the debt and recoverability trends based on actual payments received at the assessment date.

Provisions for after date sales credit notes typically relate to estimated usage invoices and the necessary credit and re-billing based on actual meter reads.

At the balance sheet date, trade debtor balances, as per note 16, are shown net of a provision totaling £12,391,117 (2024: £18,485,584), in respect of sales credit notes and bad or doubtful debts.

The useful economic life of intangible fixed assets has to be estimated by the directors to ensure and appropriate amortisation charge is recognised each accounting period.

The amortisation charge (excluding the separate negative goodwill released) included within these financial statements amounts to £7,617,296 (2024: £7,525,746).

Refer to note 11 for the carrying value of intangible assets impacted by this key accounting estimate.

Renewable Obligation Certificates (ROCs) are certificates used by suppliers to demonstrate that they have met their renewable obligations. The value of a ROC is determined by the buy out price, set by the market, and a recycle element of the final ROC value determined once all energy suppliers have demonstrated either compliance or non-compliance. The group estimates a recycle value based on industry data relating to the total output of renewable energy in the UK, generation capacity and demand, until a final value is determined.

Accruals per note 17, includes an accrual for ROCs at the balance sheet date totaling £7,970,638 (2024: £3,654,846).

The determination of the useful economic lives of the group's property, plant and equipment and intangible assets involves management judgement and is a key source of estimation uncertainty.

Solar panel installations are depreciated on a straight-line basis over their estimated useful economic life of 25 years. In determining the estimated useful economic life, management has considered the expected operational performance and degradation of the solar panels, manufacturers' specifications and warranties, the expected period over which the installations are anticipated to generate economic benefits, and the group's experience with similar assets. The estimated useful economic life is reviewed at each reporting date and is adjusted where appropriate to reflect changes in circumstances or expectations.

The estimates of useful economic lives have a significant effect on the amount of depreciation in the financial statements. A reduction in the estimated useful economic lives would increase the annual depreciation, while an increase in the estimated useful economic lives would have the opposite effect.

Refer to note 12 for the carrying value of tangible fixed assets impacted by this key accounting estimate.

Recoverability of related party debts

Related company debts are recognised to the extent they are judged recoverable. Management reviews are performed to estimate the level of provision required for irrecoverable debt. Provisions are made specifically against debtor balances where recoverability is uncertain.

Management undertook a detailed review of all related party balances as at the balance sheet date. During September 2025, management agreed that related party balances required a simplification process, and formally agreed to legally re-assign certain debts to the ultimate parent company of the group. This debt re-assignment which has legally transacted post year end, ensures that there is no risk of non-recovery in respect of the related party balances involved in this process, and as such management concluded that these specific balances are fully recoverable.

For the debts that are not being re-assigned, management have assessed the actual and forecasted profitability and cash flow of the corresponding debtor companies, and their ability to physically repay these debts. Based on their review conducted at the year end, management concluded while the majority of these balances are fully recoverable.

During the year, an exceptional provision of £9,016,653 (2024: £5,525,666) for non-recovery of a related company debt has been recognised.

Refer to note 16 showing the other debtor balance impacted by this key accounting estimate.

Recognition of investments at fair value - company only

During the year, the company sold shares in various subsidiaries to a newly formed immediate subsidiary, East Pines Energy Investments Limited.

Subsequent to the reporting date, the company entered into a legally effective rectification agreement, dated 16 June 2026, to correct the consideration paid for the shares in subsidiaries. This group re-organisation had no impact on the overall control of the wider group, and therefore the substance of the group re-organisation should not have had any impact on the carrying value of the shares held in the group.

Having considered the legal form and commercial substance of the rectification agreement, together with the underlying facts and circumstances existing at the reporting date and appropriate professional advice where relevant, the directors concluded that the rectification agreement justified a fair value adjustment as detailed in note 13.

Post year end, the rectification agreement has been transacted, and the fair value reserve has been partially released in line with amended consideration paid.

Accordingly, the carrying value of the company's investment in subsidiary undertakings has been increased from its original cost of £2 to its fair value of £76.8m at the balance sheet date, with the resulting uplift of £76.8m recognised directly in the fair value reserve within equity. The directors consider that this accounting treatment appropriately reflects the substance of the rectification agreement and provides relevant and reliable information regarding the company's financial position.

Impairment assessment of investments in subsidiary undertakings - company only

At the reporting date, the company's investment in subsidiary undertakings is included at deemed fair value of £76.8m.

The directors assess at each reporting date whether there are indicators that the investment may be impaired. Where indicators exist, the recoverable amount of the investment is estimated using appropriate valuation techniques. The assessment requires estimates regarding the future financial performance of the underlying subsidiary undertakings, including forecast cash flows, expected profitability, growth assumptions and, where appropriate, market valuation multiples and discount rates.

The directors have concluded that no impairment is required at the reporting date. Whilst the assumptions adopted are considered to be reasonable and supportable, changes in future trading performance, market conditions or other economic factors could result in a material adjustment to the carrying amount of the investment in future reporting periods.

Refer to note 13 for further details of this key accounting estimate, including the carrying value of investments in subsidiaries impacted by this key accounting estimate.

All turnover arose in the United Kingdom.

Exceptional income

In the current year and prior period, the group realised an exceptional net gain, on the sale of hedged energy contracts back to the market. The net reported gain, is the combination of the margin made on committed purchases being sold back to the market, less the cost to the group to re-purchase the required energy needed to fulfil its commitments to customers. This net gain is considered exceptional as it is not related to normal trading conditions and is directly related to the "knock-on" impact on energy prices, following the war in Ukraine.

Exceptional expenditure

Non-trade legal fees have been incurred in relation to a one-off ongoing legal matter and the costs are defined as exceptional on the basis they have not been incurred as a result of regular trade.

Provisions for non-recovery of related party debts recognised during the year include; Fleetwood Wanderers Limited of £8,031,665 (2024: £5,324,395), CX Global Holdings FZCO of £925,671 (2024: £Nil) and The Leisure Channel Ltd of £59,317 (2024: £52,575). All companies being under common control. These are considered exceptional based on quantum, on the basis that they were not incurred as a result of normal trade and are one-off in nature. Also included within provisions for non-recovery of related party debts, in the prior period, are provisions totalling £148,696 relating to a company that is part of the group in the current year.

In the prior period, full and final settlement was agreed on 2 historic legal matters, requiring provision for £286,250 and £560,000 as at 30 September 2024. An interim settlement payment of £500,000 was made in 2022 in respect of the first legal matter, which has been deducted from the final settlement.

During the prior period, an historic provision has been released to the profit and loss account on the basis that any associated liability is no longer payable due to the expiration of time.

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

Their aggregate remuneration comprised:

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

Fixed asset investment revaluation

Following a group reorganisation, the entire shareholding of group subsidiaries was sold to a newly formed immediate subsidiary which now acts as an intermediate parent company. The substance of the group reorganisation should not have reduced the ultimate carrying value of shares held in subsidiaries.

Consequently, the directors have recognised a disposal and corresponding fair value adjustment to reflect the continued underlying value of shares held in subsidiaries.

Shares in subsidiaries have a historical cost of £2. These have been uplifted to fair value of £76,774,984.

Details of the company's subsidiaries at 30 September 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Commercial Power Limited, AI Home Services Limited, Smart Choice Capital Projects Limited, Smart Choice Renewables Limited and Aurora Electrical Services Ltd are exempt from audit under the provisions of s479a of the Companies Act 2006. The company has provided a guarantee for the liabilities of these subsidiaries in connection with the year ended 30 September 2025.

Group

Included in debtors: amounts falling due after more than one year, are amounts owed by related parties of £7,002,706 (2024: £6,436,656) which are unsecured loans receivable. These balances are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 29 May 2029.

Included in debtors: amounts falling due after more than one year, are amounts owed by an other debtor of £249,929 (2024: £233,977) which is an unsecured loan receivable. This balance is subject to interest based on the base lending rate of the Royal Bank of Scotland plus 2%, and is repayable in full on 1 October 2034.

Company

Included in debtors: amounts falling due within one year, are amounts owed by group undertakings of £459,527 (2024: £935,452) and related party balances of £795,400 (2024: £745,000) which are payable on demand, unsecured and are non interest bearing.

Included in debtors: amounts falling due after more than one year, are amounts owed by group undertakings of £27,369,408 (2024: £16,126,157) which are secured over the assets of the company. These balances are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 31 October 2028.

Included in debtors: amounts falling due after more than one year, are amounts owed by group undertakings of £11,012,314 (2024: £Nil) which are unsecured loans receivable. These balances are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 31 October 2028.

Included in debtors: amounts falling due after more than one year, are amounts owed by related parties of £7,002,706 (2024: £6,436,656) which are unsecured loans receivable. These balances are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 29 May 2029.

Included in debtors: amounts falling due after more than one year, are amounts owed by an other debtor of £249,929 (2024: £233,977) which is an unsecured loan receivable. This balance is subject to interest based on the base lending rate of the Royal Bank of Scotland plus 2%, and is repayable in full on 1 October 2034.

Amounts owed to group undertakings are payable on demand, unsecured and are non interest bearing.

Obligations under hire purchase agreements are secured against the assets to which they relate.

Obligations under hire purchase agreements are secured against the assets to which they relate.

Loans from related parties relate to various promissory notes owed to close family members of the directors and to related companies, in respect of shares acquired in subsidiaries at deemed fair value. Loans from related parties include promissory notes of £4,000,000 (2024: £16,865,280), which are secured by a fixed charge over company assets, with the remaining balance being unsecured.

The promissory notes are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 2028. At the balance sheet date interest payable in accordance with the various promissory notes are included in accruals.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The non trade legal fee provision brought forward related to an historic ongoing legal matter which has been resolved during the year, and therefore this provision has been utilised.

The dilapidations provision at the balance sheet date, relates to the Directors' best estimate of the costs to return the premises leased by the company back to its original state upon expiry of the lease.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset for the group is net of fellow group deferred tax liabilities and assets.

The deferred tax asset set out above predominately relates to the future utilisation of tax losses against future profits. Accelerated capital allowances will release over the associated fixed assets useful economic lives. Tax relief on both retirement benefit obligations and short term timing differences will be clamed in the period when paid.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

As at the balance sheet date, contributions due to the schemes in respect of the current reporting year were £96,255 (2024: £102,321).

At the year end, debtors includes £100 (2024: £100) unpaid share capital.

Other reserves relate to a fair value adjustment on the carrying value of shares held in subsidiaries.

Shares held in respect of group undertakings have a historical cost of £2. These have been uplifted to fair value of £76,774,984, at the balance sheet date. Further details are provided in note 13.

On 28 November 2024, the group acquired 100% percent of the issued capital of Aurora Electrical Services Ltd.

The goodwill arising on the acquisition of the business is attributable to the surplus paid on the net assets of the company, and totals £387,041.

On 31 March 2025 the group acquired 100% percent of the issued capital of CX International (Pty) Limited.

The negative goodwill arising on the acquisition of the business is attributable to the surplus net assets of the company received on the cash paid, which totals £637,919.

As at 30 September 2024 (prior year balance sheet date), trade creditors included £621,361 in respect of goods acquired from a supplier. Payment of the liability was in dispute due to faulty goods supplied. Based on legal advice received, the liability was not to be paid and as such the Director historically recognised a contingent asset of £593,064, in recognition of a pending supplier credit note. This supplier credit note was not received or processed.

At 30 September 2025, £593,064 of the liability is time-statue barred and is no longer legally payable, and as such the trade creditor balance and the associated contingent asset have been released. At 30 September 2025, trade creditors includes £28,297 with a corresponding contingent asset recognised in lieu of a pending supplier credit note.

The group had committed at the balance sheet date to purchase wholesale gas and electricity totalling £8,993,286 (2024: £36,250,789), the commitment to purchase wholesale gas and electricity is to September 2026 (2024: September 2026).

The group had committed at the balance sheet date to sell wholesale gas and electricity totalling £4,971,226 (2024: £18,650,610), the commitment to sell wholesale gas and electricity is to September 2026 (2024: September 2026).

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

Group

On 29 January 2026, Ruby Energy Holdings Ltd sold one if its subsidiaries, Commercial Power Limited, to its parent company East Pines Holdings Ltd for consideration of £1.

On 14 May 2026, the subsidiary, Aurora Electrical Services Ltd, was disposed of in full, for consideration of £29,001, which was deemed to be fair value.

During June 2026, various group and related party debts have been legally re-assigned as a measure to simplify and reduce balances.

Company

On 16 June 2026, the company entered into a rectification agreement to correct the purchase consideration relating to its sale of investments in subsidiaries. The agreement amends the original consideration received, to reflect acquisition consideration at deemed market value.

The directors have based their fair value adjustment at 30 September 2025 on this rectification agreement, as the agreement indicates the underlying value of the East Pines Energy Investments sub-group.

As a consequence of the rectification agreement, an adjustment had been processed on 16 June 2026 to correct the sale proceeds. This includes additional consideration received by way of a share issue in East Pines Energy Investments Limited (10,000 ordinary £1 shares at a share premium of £3,780 per share). This resulted in an increase in the investment value of £37,800,000, for which a corresponding amount has been released from the fair value reserve on 16 June 2026, when the rectification agreement was transacted.

Furthermore the rectification agreement has resulted in additional consideration receivable, which has increased the loan note debtor by £28,289,532.

As a consequence of the rectification agreement dated 16 June 2026, the consideration for the sale of shares in various subsidiaries is restated and rather than a loss of £65,559,652 (as recognised in the year ended 30 September 2025 financial statements),  the transaction realises an overall profit of £529,880, which resultantly restores the P&L reserves post year end.

The group and company has taken advantage of the exemption available in accordance with FRS 102 section 33.1A 'Related party disclosures' not to disclose transactions entered into between two or more members of a group.

Transactions with related parties- Group

At the balance sheet date, the following balances were included within other debtors falling due within one year. These balances are unsecured, non interest bearing and repayable on demand.

At the balance sheet date, the following balances were included within other creditors. These balances are unsecured, non interest bearing and repayable on demand.

At the balance sheet date, the following balances were included within other debtors falling due greater than one year. These balances are unsecured, with maturity dates of 29 May 2029. Interest is charged on a monthly basis on the principal loan balance at a rate of SONIA plus 375 basis points p.a. with late interest of 1% p.a. applied when interest is paid late.

At the balance sheet date, the following balances were included within other borrowings falling due greater than one year. Based on charges registered at Companies House, £4,000,000 (2024: £4,000,000) is secured, with all other balances unsecured. Loans have a maturity date of 31 October 2028. Interest is charged on a monthly basis on the principal loan balance at a rate of SONIA plus 375 basis points p.a. with late interest of 1% p.a. applied when interest is paid late.

At the balance sheet date, included within accruals, amounts falling due after more than one year is interest accrued to close family members of the directors of the group of £14,968,834 (2024: £7,945,248).

During the year, the following interest has been charged on loans from related parties as included within interest payable and similar expenses.

During the year, the following interest has been charged on loans to related parties as included within interest receivable and similar income.

During the year, the following recharges/sales have been made to related parties for various services provided by group companies.

During the year, the following costs have been incurred by the group due to related parties for various services including management services, rental of premises and other recharges.

During the year, the following loans have been advanced to related parties.

During the year, the group has recognised repayments from Utilisearch Ltd, a company under common control, of £10,000 (2024: £15,000).

During the year, a close family member of the directors was employed by the group and received remuneration of £42,242 (2024: £41,259).

During the year, full repayment of loans due from close family members of directors of £3,634,868 (2024: £Nil) has been received. Interest has been charged and paid on this balance in accordance with HM Revenue and Customs approved beneficial loan rate of 3.75%, totaling £35,687 (2024: £20,538).

During the year, a loan of £7,985,474 (2024: £Nil) was re-assigned as part of a group restructure of debts, and is now owed by The Willows 96 Holding Ltd, this is unsecured, non-interest bearing and repayable on demand. This balance has been fully provided for at the balance sheet date as an exceptional provision, and as such does not fall part of any of the balances above.

During the prior period, the company acquired shares in 2 subsidiaries from close family members of the directors for consideration of promissory loan notes totaling £69,245,000. Repayments of £1,122,828 (2024: £3,514,188) have been processed during the year to the loan note holders. During the year, interest of £6,627,396 (2024: £7,593,250) has been accrued to the loan note holders. At the balance sheet date owed to the loan note holders are balances of; total accrued interest of £14,220,646 (2024: £7,593,250) included in accruals and loan notes of £64,606,091 (2024: £65,728,919) within other creditors, both included in amounts falling due after more than one year. These balances are unsecured and have a maturity date of 31 October 2028. Interest is charged on the principal loans at a rate of SONIA plus 375 basis points p.a. with additional interest of 1% p.a. applied, when interest is paid late.

During the year, a loan debtor balance of £16,094 (2024 credit balance: £69,307) due from a close family member of a director was transferred by way of an inter-group transfer from a fellow group company. At the year end date £53,213 (2024: £69,307) is owed to this close family member of a company director, as included in other creditors amounts falling due within one year. This balance is unsecured, non-interest bearing and repayable on demand.

During the year, a loan of £Nil (2024: £5,000,000) was advanced to The Willows 96 Holdings Ltd, a related company due to common control. During the year, interest of £452,840 (2024: £149,325) has been charged to The Willows 96 Holdings Ltd on this loan balance. At the balance sheet date £5,602,165 (2024: £5,149,325) is owed by The Willows 96 Holdings Ltd, as included in other debtors amounts falling due after more than one year. This balance is unsecured, with a maturity date of 29 May 2029. Interest is charged on a monthly basis on the principal loan balance at a rate of SONIA plus 375 basis points p.a. with additional interest of 1% p.a. applied, when interest is paid late.

Additionally, during the year, a loan of £7,985,474 (2024: £Nil) was re-assigned as part of a group restructure of debts, and is now owed by The Willows 96 Holding Ltd, this is unsecured, non-interest bearing and repayable on demand. This balance has been fully provided for at the balance sheet date as an exceptional provision, and as such does not fall part of the balance above.

During the year, the company received a loan of £Nil (2024: £3,200,000) from East Pines Investments LLC, a related company due to common control. During the year, interest of £8,709 (2024: £68,838) has been charged by East Pines Investments LLC on this loan balance. Repayments of £20,466 (2024: £3,207,357) have been made to East Pines Investments LLC during the period. At the balance sheet date £49,724 (2024: £61,481) is owed to East Pines Investments LLC, as included in other creditors amounts falling due within one year. This balance is unsecured, with the monthly interest payable being due on demand. Interest is charged on a monthly basis on the principal loan balance at a rate of SONIA plus 375 basis points p.a. with additional interest of 1% p.a. applied, when interest is paid late.

During the year, a loan of £Nil (2024: £1,250,000) was advanced to Holmefield Holdings Ltd, a related company due to common control. During the year, interest of £113,210 (2024: £37,331) has been charged to Holmefield Holdings Ltd on this loan balance. At the balance sheet date £1,400,541 (2024: £1,287,331) is owed by Holmefield Holdings Ltd, as included in other debtors amounts falling due after more than one year. This balance is unsecured, with a maturity date of 29 May 2029. Interest is charged on a monthly basis on the principal loan balance at a rate of SONIA plus 375 basis points p.a. with additional interest of 1% p.a. applied, when interest is paid late.

During the year, a balance of £Nil (2024: £745,000) was transferred by way of an inter-group transfer from Ruby Gas Ltd to East Pines Holdings Ltd, in respect of amounts due from New Primrose Developments LLP. During the year, management fees of £50,400 (2024: £Nil) were received from New Primrose Developments LLP. At the balance sheet date included within other debtors is £795,400 (2024: £745,000) owed by New Primrose Developments LLP.

During the year, a loan of £12,865,280 (2024: £Nil) was re-assigned as part of a group restructure of debts, and is now owed to Jaymel Ltd, a company with common directors. During the year, interest of £514,535 (2024: £Nil) has been charged by Jaymel Ltd on this loan balance. At the balance sheet date amounts owed to Jaymel Limited are balances of £473,678 (2024: £Nil) included in other creditors, amounts falling due in less than one year, and the loan balance payable of £12,947,737 (2024: £Nil) included within other creditors, amounts falling due after more than one year. The loan balance is unsecured, with a maturity date of 31 October 2028. Interest is charged on a monthly basis on the principal loan balance at a rate of SONIA plus 375 basis points p.a. with additional interest of 1% p.a. applied, when interest is paid late.

There is no overall controlling individual to disclose.