REGISTERED NUMBER: 02904541 (England and Wales)

Group Strategic Report, Report of the Director and

Audited Consolidated Financial Statements for the Year Ended 31st December 2025

for

Energy Solutions (UK) Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTOR:

J P Holland

SECRETARY:

S E Holland

REGISTERED OFFICE:

Broadmead House

Bellingham Way

Aylesford

Kent

ME20 6XS

REGISTERED NUMBER:

02904541 (England and Wales)

AUDITORS:

Beak Kemmenoe

Chartered Accountants

& Statutory Auditors

1-3 Manor Road

Chatham

Kent

ME4 6AE

The director presents his strategic report of the company and the group for the year ended 31st December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company and the group is the manufacture and distribution of off-grid power management systems and related components, serving customers in a variety of sectors including construction, marine, industrial, agriculture and domestic.

FAIR REVIEW OF BUSINESS

The Director is pleased to report another year of development of the company, despite the financial result which occurred primarily as a result of a sudden loss of a key contract early in the year. Albeit with some lag, new customers have been secured over the course of the year once the contracted supply exclusivity had ceased. Product development has been successful as we continue to innovate, investing in research and development to support our move towards net zero, electrification and sustainability.

Following the acquisition of Oceanic Systems (UK) in October 2024, the product portfolio has been further expanded and the operations have been integrated with Energy Solutions operations to fully realise the benefits from the synergies that were identified pre-acquisition.

The business continues to benefit from the relocation in 2024 to a single site, allowing consolidation of stock holding and a continuous production area, at a more accessible location for employees and for logistics providers.

The Director has continued to strengthen the Senior Leadership Team, invest in key positions throughout the company and to develop relationships with suppliers, whilst also maintaining ISO9001 and ISO14001 accreditations.

KEY PERFORMANCE INDICATORS

The Board use Gross Profit, Gross Profit margin and product development as our primary indicators. Gross Profit declined year on year by £1,390k and the Gross Profit Margin decreased from 21.9% to 16.2% as expected as the company competed to secure new business. The Company successfully developed a new hybrid power unit to increase the range of core products on offer for introduction to market in Q1 2026; the Directors believe business prospects to be strong for this and other emerging products.

PRINCIPAL RISKS AND UNCERTAINTIES

The company monitors risk areas such as supply chain challenges, exploitive R&D expenditure and the general economy. We are in a technology sector experiencing strong growth that mitigates many of these risks of downturn by:

- Regular introduction of new products into the market

- Continued Product Development

- Looking at new markets for the technology

RISK MANAGEMENT

The principal risk factors are inextricably linked and while this is a growing industry the speed of change of products, what competitors are doing, and looking at obsolete products are areas which the Director and management look at to manage the risks faced. In addition, a review of the production and development timelines is carried out to ensure that time is spent in a productive manner.

The Company's operations expose it to potential financial risks including price risk, credit risk, liquidity risk and currency risk. These are closely monitored and managed by the Sales, Finance and Purchasing Departments.

FUTURE DEVELOPMENTS

The Company strategy is to continue to offer our customers innovative products at the forefront of technological advancements, enabling them and their customers to save money whilst reducing emissions. In addition to broadening the product portfolio, the Director intends to continue to provide expert support and guidance in the electrification, marine, and off-grid sectors. The strong order book and customer pipeline demonstrates the demand in the markets in which the Company operates.

ON BEHALF OF THE BOARD:

J P Holland - Director

25th September 2026

The director presents his report with the financial statements of the company and the group for the year ended 31st December 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 was £65,611 (2024: £61,110).

DIRECTOR

J P Holland held office during the whole of the period from 1st January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Beak Kemmenoe, will be deemed to be re-appointed at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J P Holland - Director

25th September 2026

Opinion

We have audited the financial statements of Energy Solutions (UK) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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

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

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

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

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

- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the business sector;

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

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

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

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

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

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

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

- Performed analytical procedures to identify any unusual or unexpected relationships;

-Tested journal entries to identify unusual transactions;

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

- Investigated the rationale behind significant or unusual transactions.

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

- Agreeing financial statement disclosures to underlying supporting documentation; and

- Enquiring of management as to actual and potential litigation and claims;

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

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 a Report of the Auditors 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.

Ronald D Price FCA (Senior Statutory Auditor)

for and on behalf of Beak Kemmenoe

Chartered Accountants

& Statutory Auditors

1-3 Manor Road

Chatham

Kent

ME4 6AE

25th September 2026

TURNOVER

18,019,931

19,639,402

Cost of sales

15,098,234

15,327,809

GROSS PROFIT

2,921,697

4,311,593

Administrative expenses

3,835,684

3,882,266

OPERATING (LOSS)/PROFIT

4

(913,987

)

429,327

Interest receivable and similar income

86

1,063

(913,901

)

430,390

Interest payable and similar expenses

5

204,460

151,907

(LOSS)/PROFIT BEFORE TAXATION

(1,118,361

)

278,483

Tax on (loss)/profit

6

(556,952

)

95,490

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(561,409

)

182,993

(Loss)/profit attributable to:

Owners of the parent

(561,409

)

182,993

(LOSS)/PROFIT FOR THE YEAR

(561,409

)

182,993

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(561,409

)

182,993

Total comprehensive income attributable to:

Owners of the parent

(561,409

)

182,993

FIXED ASSETS

Intangible assets

9

516,188

651,298

Tangible assets

10

1,109,358

1,210,486

Investments

11

-

-

1,625,546

1,861,784

CURRENT ASSETS

Stocks

12

3,500,978

4,143,737

Debtors

13

4,159,163

2,478,500

Cash at bank and in hand

165,265

78,262

7,825,406

6,700,499

CREDITORS

Amounts falling due within one year

14

6,339,966

4,306,982

NET CURRENT ASSETS

1,485,440

2,393,517

TOTAL ASSETS LESS CURRENT LIABILITIES

3,110,986

4,255,301

CREDITORS

Amounts falling due after more than one year

15

(642,050

)

(840,532

)

PROVISIONS FOR LIABILITIES

19

-

(318,813

)

NET ASSETS

2,468,936

3,095,956

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Share premium

21

27,672

27,672

Retained earnings

21

2,440,264

3,067,284

SHAREHOLDERS' FUNDS

2,468,936

3,095,956

The financial statements were approved by the director and authorised for issue on 25th September 2026 and were signed by:

J P Holland - Director

FIXED ASSETS

Intangible assets

9

123,277

153,611

Tangible assets

10

1,101,403

1,192,522

Investments

11

1,182,906

1,183,006

2,407,586

2,529,139

CURRENT ASSETS

Stocks

12

3,451,557

3,673,854

Debtors

13

4,207,872

2,390,596

Cash at bank and in hand

144,009

23,243

7,803,438

6,087,693

CREDITORS

Amounts falling due within one year

14

6,983,616

4,438,381

NET CURRENT ASSETS

819,822

1,649,312

TOTAL ASSETS LESS CURRENT LIABILITIES

3,227,408

4,178,451

CREDITORS

Amounts falling due after more than one year

15

(642,050

)

(840,532

)

PROVISIONS FOR LIABILITIES

19

-

(227,248

)

NET ASSETS

2,585,358

3,110,671

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Share premium

21

27,672

27,672

Retained earnings

21

2,556,686

3,081,999

SHAREHOLDERS' FUNDS

2,585,358

3,110,671

Company's (loss)/profit for the financial year

(459,702

)

890,983

The financial statements were approved by the director and authorised for issue on 25th September 2026 and were signed by:

J P Holland - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st January 2024

1,000

2,945,401

27,672

2,974,073

Changes in equity

Dividends

-

(61,110

)

-

(61,110

)

Total comprehensive income

-

182,993

-

182,993

Balance at 31st December 2024

1,000

3,067,284

27,672

3,095,956

Changes in equity

Dividends

-

(65,611

)

-

(65,611

)

Total comprehensive income

-

(561,409

)

-

(561,409

)

Balance at 31st December 2025

1,000

2,440,264

27,672

2,468,936

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st January 2024

1,000

2,252,126

27,672

2,280,798

Changes in equity

Dividends

-

(61,110

)

-

(61,110

)

Total comprehensive income

-

890,983

-

890,983

Balance at 31st December 2024

1,000

3,081,999

27,672

3,110,671

Changes in equity

Dividends

-

(65,611

)

-

(65,611

)

Total comprehensive income

-

(459,702

)

-

(459,702

)

Balance at 31st December 2025

1,000

2,556,686

27,672

2,585,358

Cash flows from operating activities

Cash generated from operations

1

(493,412

)

1,121,951

Interest paid

(161,665

)

(124,865

)

Interest element of hire purchase payments paid

(42,795

)

(27,042

)

Tax paid

136,376

(311,947

)

Net cash from operating activities

(561,496

)

658,097

Cash flows from investing activities

Purchase of intangible fixed assets

-

2,970

Purchase of tangible fixed assets

(135,929

)

(452,751

)

Purchase of fixed asset investments

(366,660

)

-

Sale of tangible fixed assets

26,494

3,508

Sale of fixed asset investments

-

272,102

Acquisition of subsidiary

-

(215,187

)

Interest received

86

1,063

Net cash from investing activities

(476,009

)

(388,295

)

Cash flows from financing activities

New loans in year

-

300,000

Loan repayments in year

(121,728

)

(94,234

)

Capital repayments in year

(188,073

)

(132,070

)

Equity dividends paid

(65,611

)

(61,110

)

Net cash from financing activities

(375,412

)

12,586

(Decrease)/increase in cash and cash equivalents

(1,412,917

)

282,388

Cash and cash equivalents at beginning of year

2

(612,704

)

(895,092

)

Cash and cash equivalents at end of year

2

(2,025,621

)

(612,704

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

(Loss)/profit before taxation

(1,118,361

)

278,483

Depreciation charges

447,186

289,370

Loss on disposal of fixed assets

162

24,108

Non cash movements re acquisition

-

(17,478

)

Finance costs

204,460

151,907

Finance income

(86

)

(1,063

)

(466,639

)

725,327

Decrease/(increase) in stocks

642,759

(920,820

)

(Increase)/decrease in trade and other debtors

(1,589,649

)

960,112

Increase in trade and other creditors

920,117

357,332

Cash generated from operations

(493,412

)

1,121,951

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

165,265

78,262

Bank overdrafts

(2,190,886

)

(690,966

)

(2,025,621

)

(612,704

)

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

78,262

130,536

Bank overdrafts

(690,966

)

(1,025,628

)

(612,704

)

(895,092

)

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

78,262

87,003

165,265

Bank overdrafts

(690,966

)

(1,499,920

)

(2,190,886

)

(612,704

)

(1,412,917

)

(2,025,621

)

Debt

Finance leases

(628,375

)

188,073

-

(541,977

)

Debts falling due

within 1 year

(119,847

)

15,911

-

(103,936

)

Debts falling due

after 1 year

(398,836

)

105,817

-

(293,019

)

(1,147,058

)

309,801

-

(938,932

)

Total

(1,759,762

)

(1,103,116

)

-

(2,964,553

)