The directors present the strategic report for CNG Fuels Ltd (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 March 2026.

The principal activity of the Company and Group continues to be the design, development, ownership and operation of compressed natural gas refuelling stations in the UK, together with the sourcing, aggregation and supply of renewable biomethane and the generation and sale of Renewable Transport Fuel Certificates (“RTFCs”). The Group supplies Bio-CNG to commercial vehicle fleets, predominantly in the high-mileage Heavy Goods Vehicle (“HGV”) segment, where customers operate regular duty cycles with predictable refuelling patterns.

During the year the Group completed an important transition in its corporate structure and operating model. Following the transaction with the Foresight Group on 11 April 2025, CNG Fuels became a fully integrated clean fuel infrastructure platform. The Group now combines renewable biomethane sourcing, RTFC generation, direct station ownership, a substantial site pipeline and established station operating, monitoring and maintenance capabilities.

The Group continues to charge customers a margin on Bio-CNG volumes dispensed, while passing through relevant components of the wholesale gas cost and prevailing fuel duty rates. The Group mass balances renewable biomethane, predominantly derived from waste feedstocks, through the natural gas grid and matches this with quantities of Bio-CNG dispensed to provide customers with renewable fuel for use in their vehicles.

Operational performance improved during the financial year. Total dispensed volumes increased by 15% to 65,351 tonnes of Bio-CNG, compared with 56,932 tonnes in the prior financial year. At 31 March 2026, the Group had 16 operational public-access Bio-CNG stations, compared with 15 at 31 March 2025, with combined refuelling capacity of approximately 11,500 HGVs per day. The Group also had 11 Mobile Refuelling Stations (“MRS”) in operation at 31 March 2026. The MRS fleet provides a cost-effective interim refuelling solution for customers and enables the Group to support customer adoption of Bio-CNG where fixed infrastructure is not yet available.

The Group opened its Livingston Bio-CNG station in May 2025, increasing network coverage in Scotland. In October 2025, the Group signed a £25 million debt facility with Foresight Group and commenced development of a new high-pressure refuelling station in Magor, Wales. Construction also commenced at Swindon in June 2026, with a further high-capacity station in Carlisle having started construction in September 2026. These stations are expected to increase network capacity to approximately 13,500 HGVs per day and approximately 460,000 tonnes of Bio-CNG per year.

The Group’s customer base continued to expand, with approximately 180 unique customer fleets refuelling across the network. Eight of the UK’s ten largest supermarket chains are customers, including Marks & Spencer, Tesco and Co-op. Fleet operators continue to adopt Bio-CNG as a practical and cost-effective route to reduce emissions, diversify energy supply and lower fuel costs relative to diesel and HVO.

After the end of the reporting period, the Group established a multi-year partnership with Marks & Spencer, including the redeployment of one existing MRS and the manufacture of up to three new units. This is expected to support the expansion of M&S’s Bio-CNG fleet to more than 300 vehicles by the end of March 2027.

The directors consider the results for the year and the financial position at the year-end to represent a significant improvement in the Group’s underlying trading performance, while recognising that the Group remains in a growth phase and continues to invest in infrastructure, customer solutions and operational capability.

Results and dividends

The Group generated revenue of £155.2 million for the financial year ended 31 March 2026, compared with £124.0 million in the prior financial year. Gross profit increased to £33.0 million, compared with £2.3 million in the prior financial year. EBITDA increased to £14.3 million, compared with negative EBITDA of £7.8 million in the prior financial year.

The Group reported a profit before tax of £27.0 million and a profit after tax of £29.8 million for the financial year. This compares with a loss before tax of £21.4 million and a loss after tax of £20.5 million in the prior financial year.

At 31 March 2026, the Group had total assets of £232.1 million, total liabilities of £146.0 million and total equity of £86.0 million. Net cash absorbed from operating activities was £1.2 million and cash at the end of the period was £10.7 million.

The primary commercial business risks and uncertainties affecting the Group are set out below. In addition, the Group is exposed to cash flow, credit, liquidity and foreign exchange risks. Details of management policies to mitigate these risks are set out in the financial statements.

Significant incident or failure at a station

The Group supplies compressed biomethane to vehicles that rely on the availability of that fuel. A significant incident, extended outage or failure at one or more stations could reduce customer confidence and slow adoption of Bio-CNG as an alternative to diesel. The Group mitigates this risk through preventative maintenance, monitoring, operational procedures and continued investment in the reliability of its network.

Loss of key employees

The Group has developed an end-to-end platform across biomethane sourcing, certificate generation, station development, operation, monitoring and maintenance. Critical knowledge is held across a growing workforce. The loss of key employees could affect delivery of the Group’s growth plans. The Group seeks to mitigate this risk by developing internal capability, retaining specialist expertise and maintaining a strong in-house operating model.

Biomethane supply materially impaired

Customers principally adopt Bio-CNG because of its carbon-saving credentials and cost competitiveness. Any material impairment to the availability, quality or certification of renewable biomethane could affect the Group’s ability to provide renewable fuel to customers. During the year, the Group was fully sourced for biomethane for the 2025 calendar RTFO obligation year and has secured its estimated biomethane requirement for the current obligation year.

RTFC and biofuel market risk

The Group generates and sells RTFCs when renewable biomethane is dispensed into vehicles for road use. RTFC prices are market-based and affected by the relationship between fossil diesel, biodiesel, biomethane supply and wider biofuel market conditions. Volatility in RTFC pricing or bio-premium costs could affect margins. The Group mitigates this risk through biomethane sourcing strategy and forward sales of RTFCs where appropriate.

Cyber security

The Group’s activities rely on online functionality for financial, operational and monitoring systems, including external software providers. Cyber incidents could affect business continuity, data integrity or operational resilience. The Group continues to maintain and develop procedures to identify, monitor and respond to cyber security risks.

Health and safety

The Group operates in station operations, transport and construction environments. These activities require robust policies and procedures to protect employees, contractors, customers and third parties. Health and safety remains a key priority for the Group as it expands its fixed and mobile refuelling infrastructure.

Ongoing funding and execution risk

The Group is expanding a capital-intensive infrastructure network to meet growing customer demand. Although the Group signed a £25 million senior debt facility during the year and expects planned expansion to be funded through operating cash flow and future financing arrangements, continued access to reliable sources of funding and disciplined execution remain important to the Group’s growth strategy.

Competition

The Group faces competition from diesel and other alternative fuels, including LNG, HVO, hydrogen and battery-electric solutions. The directors continue to believe that Bio-CNG is a market-ready and economically viable solution for long-haul HGV decarbonisation, with proven vehicle technology and a compelling total cost of ownership relative to diesel and HVO.

Policy and regulatory risk

The Group is supported by government policy frameworks, including the Renewable Transport Fuel Obligation (“RTFO”) and the fuel duty differential between natural gas and diesel. Changes to these frameworks could affect customer economics, RTFC generation or the pace of market adoption. The Group monitors policy changes and engages with relevant stakeholders where appropriate.

Technology risk

Bio-CNG adoption depends on continued availability and development of suitable OEM-produced HGVs. CNG vehicles are currently produced for UK use by Scania and Iveco, including 6x2 vehicles that address a larger part of the UK articulated HGV market. If OEM support were to reduce or alternative technologies became economically superior at scale, this could affect the pace of future adoption.

Input and product price dislocation

Customers in the haulage industry are sensitive to fuel costs. Sustained high gas prices, electricity prices, biomethane premiums or adverse diesel-to-gas spreads could reduce the attractiveness of Bio-CNG. Conversely, diesel price volatility can reinforce the benefits of fuel diversification and energy resilience. The Group continues to develop offerings, including fixed gas price arrangements, to support customers’ transition to Bio-CNG.

Key Performance Indicators (“KPIs”) help the Board assess performance against the Group’s priorities.

Volumes

The Group dispensed 65,351 tonnes of Bio-CNG during the financial year, an increase of 15% from 56,932 tonnes in the prior financial year.

Vehicles using the network

The rolling three-month average number of vehicles using the Group’s network increased to 2,241 as at March 2026, compared with 1,980 as at March 2025.

Station network

At 31 March 2026, the Group had 16 operational public-access Bio-CNG stations, compared with 15 at 31 March 2025. Combined refuelling capacity was approximately 11,500 HGVs per day.

Mobile Refuelling Stations

At 31 March 2026, the Group had 11 MRS units in operation. These units support customer adoption of Bio-CNG where fixed infrastructure is not yet available and provide a flexible bridge to future station development.

Biomethane secured

The Group provided 100% RTFO-approved biomethane for volumes dispensed during the year. The Group was fully sourced for biomethane for the 2025 calendar RTFO obligation year and has secured its estimated biomethane requirement for the current obligation year.

Customers

The Group had approximately 180 unique customer fleets refuelling across the network. Eight of the ten largest UK supermarket chains are customers.

Employees

The Group had 105 employees at the end of the reporting year, located across its offices in Wigan, London and The Hague.

The principal activities of the Company and Group are expected to remain unchanged. The Group intends to continue expanding its UK Bio-CNG refuelling network, increasing utilisation across existing stations and deploying additional MRS capacity to meet customer demand.

The Group’s near-term station roll-out includes Magor, Swindon and Carlisle. These stations are expected to increase total network capacity to approximately 13,500 HGVs per day and approximately 460,000 tonnes of Bio-CNG per year. The Group also intends to develop a further six stations over the next two years, complemented by additional MRS units, with a target to increase the Group’s capacity to serve more than 20,000 HGVs daily by the end of 2028.

The Group expects Bio-CNG adoption to continue to be supported by customer decarbonisation commitments, the availability of OEM-produced CNG vehicles, the relative economics of Bio-CNG compared with diesel and HVO, and the increasing importance of fuel supply resilience.

Directors of the Company must act in a manner which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. They must do so in accordance with a set of general principles and duties. These duties are detailed in Section 172 of the Companies Act 2006, summarised as follows:

• Consider the likely consequences of any decisions in the long term,

• Consider the interests of the Company’s employees,

• Need to foster the Company’s business relationships with suppliers, customers and other key stakeholders,

• Review and assess the impact of the Company’s operations on the community and the environment,

• Maintain a reputation for high standards of business conduct, and

• Act fairly between members of the Company.

In discharging their Section 172 duties, the Directors have considered the views and interests of key stakeholders, including employees, customers, suppliers, shareholders, creditors and the communities in which the Group operates.

Employees

Our people are fundamental to achieving success as a business and delivering the Group’s strategic priorities. The Group aims to attract and retain the best talent, develop in-house expertise and equip employees with the skills needed to support the continued growth of the business.

Customers

The Group engages with customers to understand their operational needs, decarbonisation objectives and fuel cost requirements. This engagement has supported the development of fixed gas price offerings, MRS deployment and targeted station expansion.

Suppliers

The Group relies on suppliers across biomethane sourcing, station construction, transport, technology and maintenance. The Group seeks to build long-term relationships with suppliers that support safe, reliable and cost-effective delivery of Bio-CNG to customers.

Shareholders and funding partners

The Group depends on the continued support of its shareholders and funding partners to deliver its growth strategy. During the year, the Group signed a £25 million senior debt facility with Foresight Group to support station expansion.

Communities in which we operate

The Group engages with local councils and communities before developing stations. Environmental assessment and responsible site selection are important parts of station development.

Long-term decision making

The Group’s long-term objective is to support the decarbonisation of UK commercial transport through a reliable, scalable and cost-effective Bio-CNG infrastructure platform. Long-term decision making is central to building capacity, securing biomethane supply and supporting customer adoption.

Maintaining a reputation for high standards of business conduct

The Group endeavours to act ethically and responsibly in all stakeholder engagements. Maintaining trust with customers, suppliers, employees, shareholders, regulators and communities is essential to the Group’s long-term success.

Acting fairly between members of the Company

When making decisions, the Directors consider the impact on shareholders and other stakeholders and seek to act fairly, while balancing the needs of the Group’s long-term growth strategy.

Approved by the board and signed on its behalf by:

The directors present their annual report and financial statements for the year ended 31 March 2026.

The principal activity of the group for the year was that of the aggregation of Biomethane from producers for supply to the UK transport sector and the construction, development and operation of compressed natural gas fuelling stations in the UK.

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

No ordinary dividends were paid by the parent company. The directors do not recommend payment of a final dividend.

Dividends of £682,516 (2025: £nil) were paid to non-controlling interests by Renewable Transport Fuel Services Limited, a subsidiary of the group.

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

The directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 234 of the Companies Act 2006. This was in force throughout the financial period and was still in force at the time of approving the financial statements.

Information on the way in which the Directors have had regard to fostering business relationships with key stakeholder groups, and principal decisions and policies around such relationships, are detailed in the Group Strategic Report.

New Stations

In June 2026, the group commenced construction on a new site in Swindon. Furthermore, the group commenced construction of a high-capacity station at a new site in Carlisle in September 2026.

New Partnership

After the end of the reporting period, the Group established a multi-year partnership with Marks & Spencer, including the redeployment of one existing MRS and the manufacture of up to three new units. This is expected to support the expansion of M&S’s Bio-CNG fleet to more than 300 vehicles by the end of March 2027.

Please refer to the Group's strategic report for information around the future developments of the Group.

The auditor, FLB Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

In line with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below.

The data relates to UK emissions for the 12-month period from 1 April 2025 to 31 March 2026 and the comparative previous 12-month period.

The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions reported are those arising from UK operations under the Company's operational control.

The significant increase in reported energy consumption and electricity-related emissions during the financial year ended 31 March 2026 is primarily due to a change in the reporting boundary. Following a corporate transaction during the year, all Special Purpose Vehicles (SPVs), the Company's refuelling stations, now fall within the Group reporting boundary and are therefore required to be included within the SECR disclosure. As a result, electricity consumption from all operational refuelling stations has been included within this report, whereas historically not all stations were reported within a single Group SECR submission.

Electricity consumption data was obtained from supplier invoices wherever available. Where invoice data was unavailable, electricity consumption was estimated using the floor area of the relevant site together with applicable benchmark electricity consumption rates per square metre. Total electricity consumption was then converted from kWh to greenhouse gas emissions using the UK Government Greenhouse Gas Reporting Conversion Factors for Company Reporting 2025.

Bio-CNG consumption data was obtained from Jigsaw operational reporting, using the total quantity of gas dispensed across the Company's refuelling network during the reporting period. The associated greenhouse gas emissions were calculated using the UK Government Greenhouse Gas Reporting Conversion Factors for Company Reporting 2025. In accordance with SECR guidance, emissions relating to Bio-CNG are disclosed separately as "Outside of Scopes".

Business travel emissions were calculated using employee mileage claims submitted through the Company's expenses system. Total business mileage was converted into greenhouse gas emissions using the relevant vehicle emission factors contained within the UK Government Greenhouse Gas Reporting Conversion Factors for Company Reporting 2025.

Diesel consumption was obtained from fuel card supplier invoices covering the reporting period. Total litres of diesel were converted into greenhouse gas emissions using the applicable UK Government Greenhouse Gas Reporting Conversion Factors for Company Reporting 2025.

Data sources used in the preparation of this report therefore include electricity supplier invoices, site consumption estimates, Jigsaw operational reporting, employee expense claims, fuel card invoices and internal operational systems.

We have chosen to report our gross emissions against turnover. Our emissions intensity ratio for financial year ended 31 March 2026 was 24tCO2e per £m turnover.

The nature of our business is the supply of 100% Biomethane CNG fuel for transport. Bio-CNG is over 90% lower in emissions than conventional diesel alternatives. During the year the Company continued to monitor electricity usage, fuel card data, vehicle mileage and Bio-CNG refuelling activity across its operational network as part of its approach to managing energy consumption and greenhouse gas emissions.

Following the successful completion of the transaction with CNG Foresight Holding Limited on 11 April 2025, the Group has significantly improved its financial position and visibility over future funding. The transaction has enabled the conversion of the full working capital loan and accrued interest from CNG Foresight Holding Limited into equity in CNG Fuels, thereby eliminating the short-term repayment obligation that existed as of 31 March 2025. The transaction has also facilitated the Group’s access to surplus cash flows generated by the CNG station network and from Renewable Transport Fuel Services Ltd, enhancing liquidity and operational sustainability.

The Group continues to expand its network of Bio-CNG stations to meet growing customer demand. While the development of these sites remains capital intensive, the new £25 million debt facility, together with the improved funding structure and access to cash flow streams from the two new Group entities, provides a more stable foundation for continued growth. The directors now have increased confidence in the Group's ability to meet its financial obligations and to continue operations for the foreseeable future.

Based on the latest cash flow forecasts, the stabilisation of renewable transport fuel certificate prices, and the successful completion of the transaction with Foresight, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis has been adopted in preparing the financial statements.

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the group's and parent company's ability to continue as a going concern.

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 parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of CNG Fuels Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2026 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group and parent company statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted

international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the Group & parent company’s affairs as at 31 March 2026 and of the group’s profit for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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 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 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

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

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

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

As explained more fully in the directors’ responsibilities statement set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group and the parent

company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 considered the nature of the group and parent company’s industry and its control environment, and reviewed the group and parent company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include data protection legislation, anti-bribery legislation; modern slavery legislation; operator licencing & vehicles legislation; dangerous goods legislation; employment legislation; and health and safety legislation.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the group and parent company for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be revenue recognition and management override.

Our audit procedures to respond to the risk within revenue recognition include:

• Obtaining an understanding of the revenue recognition process within the entity, and confirming whether this is in line with relevant standards

• Verifying revenue recognised to relevant underlying documentation on a sample basis.

Our audit procedures to respond to the risk of management override include:

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

• Reviewing accounting estimates & judgements for biases

• Performing risk-based sample testing on the posting of journals for any unusual or unexpected transactions which may indicate risks of material misstatement due to fraud or error

• Enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations

• Reading minutes of meetings of those charged with governance

• Reviewing legal and professional expenses accounts for indications of undisclosed litigation, claims or instances of non-compliance

• Evaluating the business rationale of any significant transactions identified that are unusual or outside the normal course of business

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations.

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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 company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

CNG Fuels Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor Heritage House, 2-14 Shortlands, London, W6 8DJ. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of CNG Fuels Ltd and all of its subsidiaries.

The financial statements have been prepared in accordance with United Kingdom adopted International Accounting Standards and with International Financial Reporting Standards as issued by the IASB and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the Group, with the exception of some subsidiary entities, of which the functional currency is Euros. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments held at fair value and the recognition of certain components of business combinations at fair value. The principal accounting policies adopted are set out below.

The Group accounts for all business combinations by applying the acquisition method. All acquisition related costs are expensed. On acquisition, the assets (including intangible assets), liabilities and contingent liabilities of an acquired business are measured at their fair values. Non-controlling interests are stated at the non-controlling interests’ proportion of the fair values of the assets and liabilities recognised.

Where a business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at its acquisition-date fair value, with any resulting gain or loss recognised in profit or loss. The fair value of the previously held interest is included in the consideration for the business combination.

Goodwill arising on consolidation represents the excess of the consideration transferred, plus the amount of any non-controlling interest in the acquiree and the fair value of any previously held equity interest in the acquiree, over the fair value of the net identifiable assets acquired and liabilities assumed.

If the consideration is less than the fair value of the Group’s share of the net assets and liabilities acquired (i.e. a bargain purchase), the difference is credited to the Group income statement in the period of acquisition.

At the acquisition date, goodwill is recognised as an asset and is allocated to each of the cash-generating units or groups of cash-generating units expected to benefit from the business combination’s synergies and to the lowest level at which management monitors the goodwill.

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. An impairment loss recognised for goodwill is not subsequently reversed.

The consolidated group financial statements consist of the financial statements of the parent company CNG Fuels Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2026. 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.

Following the successful completion of the transaction with CNG Foresight Holdings on 11th April 2025, the Group has significantly improved its financial position and visibility over future funding. The transaction has enabled the conversion of the full working capital loan and accrued interest from CNG Foresight Holdings into equity in CNG Fuels, thereby eliminating the short-term repayment obligation that existed as of 31 March 2025. The transaction has also facilitated the Group’s access to surplus cash flows generated by the CNG station network and from Renewable Transport Fuel Services Ltd, enhancing liquidity and operational sustainability.true

The Group continues to expand its network of Bio-CNG stations to meet growing customer demand. While the development of these sites remains capital intensive, the new £25 million debt facility, together with the improved funding structure and access to cash flow streams from the two new Group entities, provides a more stable foundation for continued growth. The directors now have increased confidence in the Group's ability to meet its financial obligations and to continue operations for the foreseeable future.

Based on the latest cash flow forecasts, the stabilisation of renewable transport fuel certificate prices, and the successful completion of the transaction with Foresight, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis has been adopted in preparing the financial statements.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or satisfies the performance obligations of services delivered to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised at the point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer.

The Group recognises revenue from the following major sources:

• Sales of natural gas

• Sales of compressed natural gas

• RTFC revenue

• Reimbursement of operating costs

• Station management fees

• EPC contracts

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Biomethane is purchased from producers and shipped via gas pipelines to the UK. The natural gas component of the Biomethane is sold off on the National Balancing (NBP) Virtual Trading Point, operated by National Grid, the transmissions system operator in the UK, as natural gas. Natural gas is sold via monthly, quarterly or annual forward contracts or against the spot price (some day ahead and weekend price benchmark). Invoices are raised the month following delivery of the sale, with manual journal bookings recognising the revenue in the month the revenue relates to. This results in accrued income balances being recognised within the statement of financial position until the customer invoice is generated.

Sales of compressed natural gas

Natural gas sales relate to charges for the cost of natural gas drawn by customers. Natural gas prices are market driven which fluctuate monthly due to a range of micro and macro economic factors. Natural Gas revenue is recognised at the point of sale and customers are invoiced monthly. The point of sale is the point at which gas is dispensed to the customer. Revenues relating to natural gas are presented gross of fuel duty tax chargeable to customers and payable to HMRC, in line with industry standard accounting practices relating to production taxes. The Group records sales of compressed natural gas on a gross basis as it is the principal in the relationship with the customer.

Renewable transport fuel certificates (RTFC) revenue arises from the sale of such certificates to customers with revenue being recognised at the point the RTFC is earned, being the point at which the related gas is dispensed to customers and qualifying biopremium is purchased to generate the RTFC. There is no right of return or warranty on the RTFC, hence revenue is recognised in full without any such provision.

Revenue relating to the reimbursement of operating costs is derived from recharges of costs incurred by the Group in its operation and management of fuel stations owned by legal entities within the CNG Foresight Limited Group, as well as third-party fuel stations. In the prior year, the CNG Foresight Limited was an associate of the Group and became a subsidiary in the current year. Accordingly, revenue arising from transactions with this entity have been and will be eliminated on consolidation going forward. Recharges are made at cost and invoiced to customers monthly as the costs are incurred by the Group.

Revenue relating to the Station Management fees is derived from charges levied by the Group to entities for which it is engaged to operate and manage Stations. Revenue is recognised as the services are delivered to customers on a monthly basis. Customers comprise fuel stations owned by legal entities within the CNG Foresight Limited Group, as well as third-party fuel stations. In the prior year, the CNG Foresight Limited was an associate of the Group and became a subsidiary in the current year. Accordingly, revenue arising from transactions with this entity have been and will be eliminated on consolidation going forward.

EPC contract revenue relates to services delivered by the Group to customers, principally entities within the CNG Foresight Limited group (the Group's associate), for the Engineering, Procurement and Construction (EPC) of Compressed Natural Gas (CNG) dispensing stations in the UK. The Group recognises EPC revenue as specific milestones in the EPC process are satisfied, as specified within the underlying contracts in place with the customer to which the development is being delivered. Any revenue invoiced in advance of a milestone being fulfilled is deferred accordingly. The revenue recognition basis is consistent with the output basis method as permitted by IFRS 15. In the prior year, the CNG Foresight Limited was an associate of the Group and became a subsidiary in the current year. Accordingly, revenue arising from transactions with this entity have been and will be eliminated on consolidation in going forward.

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:

• Other intangible assets - straight line over 15 years

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

Assets in the course of construction are not depreciated.

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 income statement.

In the financial statements of the parent Company, interests in subsidiaries, associates, joint ventures and other unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

In the consolidated financial statements of the Group, other unlisted investments continue to be held as per the policy detailed above. Interests in associates and joint ventures are measured initially at cost and then subsequently recognise the Group's share of profit and other comprehensive income, as permitted under the equity method detailed in IAS 28.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds a long-term interest and has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities (joint ventures).

Other unlisted investments are those made in entities where neither control, significant influence or a joint control arrangement exists, due to the percentage of voting share capital owned by the Group being below the threshold required to demonstrate such control or significant influence.

At each reporting end date, the Group reviews the carrying amounts of its property, plant and equipment 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 Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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 post-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.

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.

Inventories 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 inventories 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 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.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the below-mentioned conditions for classification of financial assets held at amortised cost are not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of comprehensive income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

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

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision. The expected loss rates are based on the Group's historical credit losses experienced over the three year period to the year end. Other factors such as the wider economic environment the Group and its customers operate in are also considered, with any impairments recorded in the statement of comprehensive income within administrative expenses.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial liabilities when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

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

The Group enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk. The Group also enters into natural gas forward contracts in order to manage its exposure to fluctuations in the price of its key inventories. These are held as financial instruments at fair value through profit and loss as they represent instruments held for trading purposes of the business rather than that held for speculative investments, and there is an demonstrable traded market for such instruments, which gives rise to a monetary value of such derivatives.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. Hedge accounting is not applied to any instruments within these financial statements.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

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 income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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. These rates are typically those which have been substantively enacted at the reporting date. Deferred tax is charged or credited in the income statement, 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 when the group has 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 and 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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 inventories or non-current 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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted which are calculated by a series of commercial business valuations using models including discounted cash flows, Monte Carlo simulations and the Black Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Share based payment expenses are also recognised on behalf of the investee company for the options available to the staff of the Group. These charges are based on the share price available on an open market exchange.

At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of rental premises that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

(i) Transactions and balances

Foreign currency transactions are translated into the functional currency using spot exchange rate for the transaction date.

At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

Consolidated within the Group financial statements are the results and financial position of a foreign subsidiary undertaking. Items included in the financial statements of each of the entities in the Group are measured using the currency of the primary economic environment in which the Group operates (the functional currency). The presentational currency is British Pounds Sterling.

(ii) Translation

The trading results of Group undertakings that have a different functional currency from that of the Group are translated into British Pounds Sterling at the average exchange rate for the year. Their assets and liabilities are translated at the exchange rate as at the reporting date.

Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’.

Research and development costs

Research and development costs disclosed in note 5 to the Group financial statements, relate to costs incurred by the Group to locate, identify and develop prospective CNG station sites to a "shovel ready" state. The costs are recognised as they are incurred.

In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Group. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:

• Lack of Exchangeability (Amendments to IAS 21)

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

• Annual Improvements to IFRS Accounting Standards — Volume 11

• Amendments to IFRS 9 and IFRS 7 — Amendments to the Classification and Measurement of Financial Instruments

• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

• IFRS 18 Presentation and Disclosure in Financial Statements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures

• Translation to a Hyperinflationary Presentation Currency (IAS 21)

The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Group. Management note upcoming changes to the presentation of the financial statements posed by IFRS 18, but underlying figures in the financial statements themselves are not expected to change directly as a result of the adoption of this standard.

In the application of the Company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The critical judgements and assumptions which have a significant risk of causing a material adjustment to financial statements are outlined below.

At each reporting date management carry out an assessment of indicators of impairment for the property, plant and equipment assets held by the Group, which are principally comprised of compressed natural gas refuelling stations. As part of this assessment the management performs a value in use calculation by discounting estimated future post-tax cash flows to their present value using a post-tax discount rate.

For the purposes of impairment assessment, management have assessed that the combined network of stations held by subsidiaries of the Group are a single cash generating unit due to the fact that the Group's strategy is country-wide coverage to ensure customers are served wherever they need to refuel nationwide. Operational management is therefore monitored and assessed on the position of the combined network of stations, rather than individual locations.

Business combinations                

The Group completed a series of legally separate but interdependent business combinations. Judgement was required to determine which steps formed part of each business combination, and which transactions should be accounted for separately. In making this assessment, the directors considered the transaction agreements, the timing and sequence of the steps, their interdependence, the parties to each arrangement, the purpose and economic substance of each step, and when control passed.                            

Judgement was required to determine whether the acquired sets contained the inputs and substantive processes necessary to constitute businesses under IFRS 3, rather than asset acquisitions. The directors considered the specialised infrastructure, operational systems and processes, revenue-generating activities and the acquired trading activities and related processes. The directors have concluded that both the acquisition of CNG Foresight Limited and the acquisition of CNG Investments Limited to obtain controlling interest in Renewable Transport Fuel Services Limited constitute the acquisition of a business.

Judgement was required to identify which instruments and changes in shareholder rights represented consideration transferred for the business combinations. The directors considered the legal form and economic substance of the share issues, loan notes, preferential return rights and redesignation of existing shares, and distinguished amounts transferred to obtain control from separate transactions with shareholders.                                                        

Identification of separately recognisable intangible assets                        

The directors have performed a review of the acquired entity’s operations and assets across the five main classes of intangible assets as identified in IFRS 3.

Judgement was required to determine which acquired rights and relationships met the identifiability and recognition criteria for separate recognition from goodwill.

The directors concluded that CNG Foresight Limited’s favourable royalty-free licence to use the CNG Fuels brand and the RTFS tradename were separately identifiable intangible assets.    

Property, plant and equipment assets are depreciated over their estimated useful economic lives (UEL), which is estimated by management in terms of how long the assets will remain operational and continue to generate economic benefits. Any anticipated residual values are taken into account where appropriate. The actual useful lives of assets and their estimated residual values are reviewed annually and can vary based on a number of factors. The assessment of residual values consider the condition, remaining useful live and projected disposal value of the asset. The significance of this estimate is that it will determine the value of depreciation charged to the income statement each year and the carrying value of property, plant and equipment in the statement of financial position.

In respect of Compressed Natural Gas refuelling station development costs, included within plant and equipment, the depreciation charge for each full year, at 20 years UEL, is £4.67m. The sensitivity on annual depreciation charges arising on this class of asset, due to estimates of UEL, can be illustrated as follows (figures rounded to the nearest £000's):

The additional depreciation charge that would be incurred should UEL estimate be revised down to:

• 15 years UEL (-5 years), would result in an increase of £1.89m per year

• 10 years UEL (-10 years), would result in an increase of £6.56m per year

The reduction in depreciation charge that would be realised should UEL estimate be revised up to:

• 25 years UEL (+5 years), would result in a decrease of £1.04m per year

• 30 years UEL (+10 years), would result in a decrease of £1.70m per year

The carrying value of property, plant and equipment which this estimate affects was £77,296,869 (2025: £521,948) at the reporting date.

Management estimated the acquisition-date fair value of CNG Foresight Limited’s favourable royalty-free licence and the Renewable Transport Fuels Services Limited brand using the Royalty-savings method.    

The carrying value of these assets at 31 March 2026 was as follows:

• CNG Foresight Favourable Licence: £2,961,294

• Renewable Transport Fuel Services Limited Brand: £1,682,681

The principal assumptions are forecast revenue attributable to the assets, the royalty rate, long-term growth rate, the expected economic life, corporation tax and the discount rate.

The applied royalty rate was selected at the lower end of the observed market range of 0.30% to 3.50%, being 0.75% for the CNG Foresight Favourable Licence and 0.30% for the Renewable Transport Fuels Services Limited Brand respectively.

The valuations are sensitive to changes in the applied royalty rate. The group has carried out sensitivity analysis on the range of this key assumption to assess the impact on the assets value:

Impact on carrying amount of CNG Foresight favourable licence:

• Application of minimum rate in observed market range of 0.30%: Decrease by £1.97m

• Application of maximum rate in observed market range of 3.50%: Increase by £12.05m

Impact on carrying amount of Renewable Transport Fuels Services Limited Brand:

• Application of minimum rate in observed market range of 0.30%: No change as this is the applied rate

• Application of maximum rate in observed market range of 3.50%: Increase by £19.81m

The acquired CNG dispensing stations are specialised assets for which sufficiently comparable market transactions are not available. Management therefore estimated fair value using a depreciated replacement-cost approach. Land valuations were performed separately.

The estimate for the plant and equipment was developed by estimating the current replacement cost using original cost adjusted for inflation and depreciation to reflect the assets’ age and condition.

The principal assumptions include replacement costs, applicable inflation and useful economic lives as follows:

• Acquisition fair value per accounts: £80,919,708

• Carrying value as at 31 March 2026: £77,347,624

• Estimated replacement costs at acquisition date: £91,678,893

• Estimated useful economic life: 20 years

The valuations to station assets are particularly sensitive to changes in the replacement costs and useful economic life.

The group has carried out sensitivity analysis on the range of this key assumption to assess the impact on the assets value:

Replacement costs:

• Increase by 5%: Increase in fair value at acquisition of £4.04m and increase in carrying value at year end by £3.85m

• Decrease by 5%: Decrease in fair value at acquisition of £4.04m and decrease in carrying value at year end by £3.85m

Useful economic life:

• Increase to 25 years: Increase in fair value at acquisition of £2.15m and increase in carrying value at year end by £2.05m

• Decrease to 15 years: Decrease in fair value at acquisition of £3.61m and decrease in carrying value at year end by £3.43m

The consideration for the acquisitions of CNG Foresight Limited and CNG Investments Limited (through which a controlling interest in Renewable Transport Fuel Services Limited was obtained), involved the issue of ordinary shares and loan notes. These instruments and interests were not directly observable in an active market. Management therefore engaged an independent valuation specialist to estimate the acquisition-date fair values using discounted cash flow and Monte Carlo techniques that model the distribution waterfall and the probability and timing of returns to each class of capital.

The principal assumptions include forecast revenue and margins, capital expenditure, working-capital requirements, corporation tax and capital allowances, discount rates, terminal growth assumptions, volatility and the timing and value of a future exit.

The fair value of equity of CNG Fuels used in the Monte Carlo simulation which determined the value of each element of consideration was £192.9m. This fair value resulted in consideration in each acquisition as follows:

Acquisition of CNG Foresight:

• Fair value of loan note consideration: £81,736,537

• Fair value of share issue consideration: £34,443,491

Acquisition of CNG Investments:

• Fair value of loan note consideration: £8,682,767

• Fair value of share issue consideration: £5,204,144

Management have performed sensitivity analysis on the inputs into this fair value.

Where the results of this sensitivity analysis result in an increase to the fair value of equity of 28%, the impact on the acquisition consideration is as follows:

Acquisition of CNG Foresight:

• Fair value of loan note consideration: Increase of £5.25m

• Fair value of share issue consideration: Increase of £11.85m

Acquisition of CNG Investments:

• Fair value of loan note consideration: Increase of £0.56m

• Fair value of share issue consideration: Increase of £1.71m

Fair value of previously held investment in CNG Foresight Limited

The fair value of the previously held investment in CNG Foresight Limited was not directly observable in an active market. Management therefore engaged an independent valuation specialist to estimate their acquisition-date fair values using discounted cash flow. The fair value was assessed to be £14,187,659.

The principal assumptions include forecast revenue and margins, capital expenditure, working-capital requirements, corporation tax and capital allowances, discount rates, terminal growth assumptions and the timing and value of a future exit.

The valuation is sensitive to changes in the applied discount rate of 20.9% and applied terminal growth rate of 2.0%. The group has carried out sensitivity analysis on the range of this key assumption to assess the impact on the fair value:

Terminal growth rate:

• Increase by 1%: Increase in fair value at acquisition of £1.55m

• Decrease by 1%: Decrease in fair value at acquisition of £1.01m

Applied discount rate:

• Increase by 2%: Decrease in fair value at acquisition of £3.60m

• Decrease by 2%: Increase in fair value at acquisition of £5.58m

Fair value of non-controlling interest and previously held investment in Renewable Transport Fuels Services Limited        

The fair value of non-controlling interest and previously held investment in in Renewable Transport Fuels Services Limited    were not directly observable in an active market. Management therefore engaged an independent valuation specialist to estimate their acquisition-date fair values using discounted cash flow.

The fair value of non-controlling interest was assessed to be £20,166,165.

The fair value of the previously held investment was assessed to be £27,495,915.

The principal assumptions include forecast revenue and margins, capital expenditure, working-capital requirements, corporation tax and capital allowances, discount rates, terminal growth assumptions and the timing and value of a future exit.

The valuation is sensitive to changes in the applied discount rate of 21.3%. The group has carried out sensitivity analysis on the range of this key assumption to assess the impact on the fair value:

Fair value of non-controlling interest:

• Increase by 2%: Decrease in fair value at acquisition of £2.07m

• Decrease by 2%: Increase in fair value at acquisition of £2.83m

Fair value of previously held investment:

• Increase by 2%: Decrease in fair value at acquisition of £2.83m

• Decrease by 2%: Increase in fair value at acquisition of £3.85m

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2025 - 1).

Changes in the value of financial assets at fair value through profit or loss relates to the valuation of forward contract currency contract positions that the Group is party to.

The taxation credit for the year can be reconciled to the profit/(loss) per the statement of comprehensive income as follows:

At the reporting date the Group had tax adjusted losses and corporate interest restrictions carried forward of £112,617,113 (2025: £38,647,108), timing differences relating to accelerated capital allowances of £41,053,209 (2025: £784,948) and other timing differences of £31,728 (2025: £20,288). A net deferred tax asset has been recognised only to the extent that the timing and probability of future taxable profits arising within the Group against which to utilise these losses and restrictions, is probable.

The unused tax losses do not have an expiry date.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Other movements represents a reduction in goodwill relating to a settlement loss on reacquired rights arising as part of the acquisition of CNG Foresight Limited.

Other intangible assets represent separately identified intangibles on acquisition of subsidiaries on acquisition of the subsidiaries as part of the group restructuring transaction. This includes a Favourable Licence and the Renewable Transport Fuel Services brand.

Property, plant and equipment includes right-of-use assets, as follows:

More information on impairment movements in the year is given in note 13.

Included within property, plant and equipment are assets held under hire purchase contracts with net book values of £749,001 (2025: £619,613).

Details of the company's subsidiaries at 31 March 2026 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The following subsidiaries have claimed exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 March 2026:

• CNG Crewe Ltd

• CNG Hinckley Limited

• CNG Carlisle Limited

• CNG Foresight Limited

• Hams Warrington Limited

• Oxford Erdington Limited

• Lavant Down Northampton Limited

• CNG Station Holdings Limited

• CNG Eurocentral Limited

• CNG Knowsley Limited

• CNG Leyland Limited

• CNG Avonmouth North Limited

• CNG Castleford Limited

• CNG Corby Limited

• CNG Newton Aycliffe Limited

• CNG Bangor Limited

• Nexus Newark Limited

• CNG Doncaster Limited

• CNG Aylesford Limited

• CNG Bracknell Limited

• CNG Livingston Limited

• CNG Magor Limited

• CNG Investments Limited

• CNG Fuels Nominee Ltd

CNG Fuels Ltd as parent of the Group and the entities listed has given a statutory guarantee under section 479C of the Companies Act 2006, guaranteeing all of the outstanding liabilities to which the subsidiaries are subject to at the year end.

Details of the Group's associates at the previous reporting date are as follows:

On 11 April 2025, the Group acquired a controlling interest in CNG Foresight Limited. As a result, the investment in the associate was remeasured to fair value on the acquisition date and the investee was subsequently recognised as a subsidiary.

Details of the Group's joint ventures at the previous reporting date are as follows:

On 11 April 2025, the Group acquired a controlling interest in Renewable Transport Fuel Services Limited. As a result, the investment in the joint venture was remeasured to fair value on the acquisition date and the investee was subsequently recognised as a subsidiary.

Included within trade receivables are £31,774 (2025: £547,699) of debts due from related parties conducted under standard payment terms.

Trade receivables are stated net of provisions for bad debts of £nil (2025: £nil). Trade receivables outstanding at the reporting date, for which no provision for bad and doubtful debts has been made, can be analysed with respect to balances past due as follows:

• Current within terms: £199,047 (2025: £2,971,608)

• Within 1 month past due: £611,617 (2025: £1,577,291)

• 1-3 months past due: £103,264 (2025: £174,098)

• Older than 3 months: £38,828 (2025: £391,015)

Amounts owed by related parties in the current year consists of intercompany loans due to Refuels N.V.. The loan is unsecured, carries no interest and is repayable on demand.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

The Group considers its exposure to credit risk which the directors determine as being the risk that trade receivables or amounts recognised as accrued income to be invoiced, are not recoverable from the counterparty. As such, management has established a framework for the Group to operate in to mitigate and minimise exposure to credit risk. This is achieved by a series of controls and systems to assess the credit worthiness of customers, establish appropriate credit limits and operate an efficient ongoing credit control process. The Group can cease supplies to customers where required but aims to work closely with its customers and maintain open and regular communication to avoid the need to any enforcement action to collect debts past due.

No significant receivable balances are impaired at the reporting end date.

At 31 March 2026, trade receivables are shown net of an allowance for doubtful debts of £nil (2025: £nil). Write-offs relating to bad debts amounted to £81,906 during the year (2025: £28,120), whilst new provisions were £nil during the year (2025: £nil).

Management has assessed expected credit losses in accordance with IFRS 9, including the application of the simplified approach to trade receivables and accrued income. Based on historical loss experience, current and forward-looking information and the credit characteristics of counterparties, the resulting loss allowance at 31 March 2026 was assessed as immaterial to the group's operations. The directors have considered the historic bad debt record of the Group being immaterial to the Group's operations and the directors have confidence in the credit control processes placed on customer accounts being effective to the extent that the chance of material future bad debts is considered to be remote.

Invoice financing facility

During the year, the Group entered into an invoice financing facility to support the management of working capital arising from the timing of customer receipts. Under the facility, the Group may draw amounts calculated by reference to eligible trade receivables, subject to the terms, eligibility criteria and concentration limits specified in the facility agreement.

The facility does not alter the Group’s underlying exposure to customer credit risk. The Group remains responsible for assessing the creditworthiness of customers, monitoring overdue balances and collecting the amounts due. Accordingly, trade receivables subject to the facility remain included within trade receivables and continue to be assessed for impairment under the Group’s expected credit loss methodology. Amounts drawn under the facility are recognised separately as borrowings.

Contract liability balances in the prior year related to revenue that is invoiced to contract customers before performance obligations specified in the underlying contracts are satisfied, and hence revenue is not recognised. The balance at the prior year reporting date relates principally to EPC revenue invoiced to customers ahead of satisfaction of the corresponding performance obligation. Where such revenue is invoiced in advance of completion of the EPC milestone, or for services not yet provided, it is deferred accordingly to the period in which criteria for recognition of the revenue is satisfied. Contract liabilities are recognised on the statement of financial position until the criteria for revenue recognition is fulfilled.

All revenues within contract liabilities were realised within 3 months of the reporting date.

CNG Foresight Holding Limited holds a fixed and floating charge over all assets of CNG Fuels Limited.

Due to the fixed interest rate nature of the Group's primary borrowings, sensitivity analysis on rate changes on borrowings is deemed to be immaterial to the Group and analysis has not been presented.

Loans from parent undertaking

Loans from parent undertaking in the current year (CNG Foresight Holdings Limited) are comprised of:

• £91,734,898 - repayable in April 2030, carrying an interest rate of 10.0% per annum

• £4,721,392 - repayable in October 2030, carrying an interest rate of 9.5% per annum

Loans from parent undertaking in the prior year (Refuels N.V.) were unsecured, carry an interest rate of 2% above the Euro Interbank Offered Rate (EURIBOR) per annum, and are repayable on demand.

Loans from other related parties

Loans from other related parties in the current year (Refuels N.V.) are unsecured, carry an interest rate of 10.0% per annum, and are repayable in April 2030.

Loans from other related parties in the prior year (CNG Foresight Holding Limited) were unsecured loans comprised of:

• A loan with a principal of £nil (2025: £2,000,000) matured in April 2025 and carries 10% interest per annum. This loan was fully settled in the year.

• A loan with a principal of £nil (2025: £10,000,000) matured in April 2025 and carries 13% interest per annum. The £10,000,000 facility contained a clause which resulted in the principal due to be repaid being greater than the original amount. This loan was fully settled in the year. The principal and any accrued interest will be payable in full at the maturity of each loan.

Other loans

Other loans in the current year are comprised of:

• £1,655,043 of financing provided to the Group under sale and leaseback agreements in relation to plant and equipment of the Group. The sales of the related assets were not deemed to meet the criteria for transfer of control, and as such the related assets remained recognised within property, plant and equipment and a financing liability has been recognised for the proceeds received. The financing liabilities arising have been recognised under IFRS 9 Financial Instruments, and are measured at amortised cost, applying the effective interest method. The terms of the financing arrangement are repayments made evenly over 60 months from commencement of the arrangement.

• £1,979,188 of unsecured borrowings with interest charged at 4.5% per annum and repayable in full in January 2036.

The following table details the remaining contractual maturity for the Group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the Group may be required to pay under the terms of contracts entered into.

Liquidity risk arises from the Group's management of its working capital in order to meet its financial obligations as they fall due. Responsibility for liquidity risk management rests with the board of directors and senior finance personnel of the Group, who have established an appropriate liquidity risk management framework suitable to the needs and considerations of the Group's funding and liquidity management requirements. The Group aims to manage its cash position appropriately in order to ensure sufficient liquid cash is available to meet all liabilities as they fall due.

The Group's short term liquidity objectives are to ensure it maintains sufficient working capital to meet its short term liabilities, which primarily consist of trade and other payables and lease liabilities. Working capital requirements are funded through a combination of the gross profits generated by the Group's principal operating activities and short term support available from the wider group and related parties should the need arise. Therefore the Group's key short term liquidity risk response is to ensure the working relationship with customers and suppliers is well managed and maintained to ensure payment terms are adhered to by its customers to enable the Group to settle its onward payables as they fall due.

In the medium to longer term, management continuously monitor forecasts and projected cash flows, and aim to match the maturity profiles of upcoming financial assets and liabilities. More information regarding borrowings maturing within the next 5 years is included in note 24 .

Invoice financing facility

The facility provides an additional source of short-term liquidity and reduces the effect of differences between the timing of customer receipts and the settlement of the Group’s operating liabilities. The availability of funding under the facility is dependent upon the level and eligibility of the underlying receivables and is therefore monitored by management alongside customer concentrations, ageing profiles and overdue balances.

As security for the facility, the Group has granted the finance provider security over its book debts. At 31 March 2026, trade receivables with a carrying amount of £760,966 were subject to this security. The amount drawn under the facility at the reporting date was £809,917, with undrawn availability of £633,908. Under the agreement, the Maximum Funds in Use (MAFIU) available is £6,000,000.

Included within trade payables are amounts owed to other related parties of £10,005 (2025: £11,915,713) conducted under the suppliers' standard payment terms. These related party balances in the prior year consisted of amounts owed to the prior year parent company Refuels N.V., the Group's prior year joint venture investment, Renewable Transport Fuel Services Limited and entities within the prior year associate investment, CNG Foresight Limited group.

Amounts owed to related parties in the prior year consisted of intercompany loans due to CNG Foresight Limited group. These loans were unsecured, carried no interest and were repayable on demand.

Renewable Transport Fuel Services Limited, a subsidiary of the Group, registered supplier guarantee deposits of €300,000 in 2021, secured by way of fixed charge and a negative pledge, with The Royal Bank of Scotland Plc. At the year end, no balance was outstanding to suppliers covered by this guarantee.

Discounted lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Contingent rents recognised as an expense in the year amounted to £174,989 (2025: £nil).

The Group applies IFRS 16 Leases as the standard to which it recognises and accounts for its leasing arrangements. Leases of land, buildings and motor vehicles under long term rental and hire agreements are recognised as right of use assets, depreciated over the term of the lease and corresponding lease liabilities recognised for the present value of future payments due under the lease.

Information regarding depreciation charges on right-of-use assets is included in note 15 .

At the year end, the Group held the following derivative positions:

• derivative liability positions relating to forward contracts for foreign currency of £7,186 (2025: £nil)

• derivative liability positions relating to forward contracts for natural gas of £930,966 (2025: £nil)

• derivative asset positions relating to forward contracts for natural gas of £705,200 (2025: £nil)

Management actively hedge against future component, machinery and compressor purchases in foreign currency using forward contracts to mitigate against fluctuations in the exchange rate. The business enters into fixed price agreements in Euros with equipment suppliers for the purchase of the major components of its refuelling stations. The Group enters into forward contracts to cover the full liability due on delivery of this equipment to sites. The funds to close out these forwards are provided to the business under fixed price EPC contracts with CNG Foresight Limited Group.

Due to the hedging instruments used to mitigate the Group's exposure to exchange rate fluctuations, impacts that would be assessed within a sensitivity analysis are deemed to be immaterial to the Group and analysis has not been presented.

The Royal Bank of Scotland Plc holds guarantee deposits of £100,000, secured by way of fixed charge containing a negative pledge, in relation to debts arising upon foreign currency contract trading in RTFS.

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period. A net deferred tax asset has been recognised only to the extent that the timing and probability of future taxable profits arising within the Group against which to utilise these losses and restrictions, is probable.

Decommissioning provisions relate to obligations arising from terms included in the leases of the land upon which a number of the Group's assets are situated. The Group has an obligation to remove equipment and restore the sites to their original condition when the leases commenced. The provisions recognised reflect the present value of the expected future cash flows to carry out such work. Economic outflows relating to these provisions are expected to arise no earlier than the end of the estimated useful economic life of the Group's assets, forecast to be between July 2030 and November 2043. A degree of uncertainty exists as to the timing of such outflows, due to the anticipated renewal of land leases beyond current and optional renewal terms.

Due to the various timings of the expected outflows to which the provisions relate to within the Group, the present value of the provision has been calculated by inflating forecast costs at 2% per annum, being the UK's long term inflation rate target. The inflated future outflows have then been discounted back to present value using appropriate discount rates between 3.8% to 4.4% (2025: 4%), derived from the rates applicable to borrowing instruments available over comparable time periods between the reporting date and the date of the expected future cash outflow.

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

At the year end, £31,985 of employer's contributions due in relation to a defined contribution scheme were accrued (2025: £26,552).

During the year the group established a management incentive plan with two schemes - employee and management. 10,000 shares were issued during the year as part of these schemes. The schemes have been assessed to be equity settled transactions under IFRS 2.

Awards under the employee and management schemes are subject to continued-service and leaver provisions. The value ultimately realised by participants depends on their employment status and the applicable distribution waterfall upon an exit event.

Awards under the management scheme vest over a five-year service period, subject to the participant remaining in employment and the applicable leaver provisions. Full participation in the value of the awards is dependent upon continued service and the occurrence of an exit event.

Awards under the employee scheme are legally vested on issue. However, the value ultimately realised is subject to continued employment, the applicable leaver provisions and the occurrence of an exit event. Participants who leave before the end of the relevant service period may receive a reduced amount in respect of their awards.

The estimated fair value of each share granted under these schemes was calculated by applying a Monte Carlo simulation.

Key valuation assumptions used in this simulation at grant date    

• Share price at grant date: £7.64

• Expected volatility: 50%

• Expected option life: 4.97 years

• Risk-free interest rate: 4.10%

• Expected dividend yield: 0%

• Fair value per share: £624.13

The group has also recognised share based payment charges during the year in relation to share options granted to employees of the group by the investor Refuels N.V..

A Ordinary and B Ordinary shares carry the right to one vote per share.

C1 Ordinary and D Ordinary shares are not entitled to vote in any circumstances.

Each share class is entitled to dividend payments or any other distribution, or to participate in a distribution arising from a winding up of the company in line with the articles of association.

Allotment of shares in year

During the year, the following shares were issued by the Company:

• On 11 April 2025, 752,816 A Ordinary shares of 1p each were issued at nominal value

• On 11 April 2025, 2 D Ordinary shares of 1p each were issued at nominal value

• On 11 April 2025, 746,506 Ordinary shares of 1p each were re-designated as B Ordinary shares of 1p each

• On 11 April 2025, 146,777 B Ordinary shares of 1p each were re-designated as A Ordinary shares of 1p each

• On 4 July 2025, 9,350 C1 Ordinary shares of 1p each were issued at a premium of £7.64 per share

• On 7 October 2025, 650 C1 Ordinary shares of 1p each were issued at a premium of £7.64 per share

The share premium account represents cumulative consideration received above nominal value on issue of share capital.

The capital contribution reserve represents the cumulative capital contributions to the Group by entities with a participating interest in the group.

Movement in the year is comprised of:

• £358,577 (2025: £613,289) in relation to share based payments

• £11,246,720 (2025: £nil) arising upon the restructuring of intra group debt

The merger relief reserve represents the premium arising on the issue of shares qualifying for merger relief under the Companies Act 2006.

CNG Investments Limited and Renewable Transport Fuels Services Limited

On 11 April 2025 the Group acquired 100% of the issued share capital of CNG Investments Limited, an entity which owns 49.02% of the issued share capital of Renewable Transport Fuel Services Limited ("RTFS"). The Group directly held 29.41% of the RTFS issued share capital prior to the acquisition. As a result of the acquisition, the Group now owns a controlling interest in RTFS of 78.43%.

The book value of the provisional net assets acquired on the date control commenced on 11 April 2025 are shown in the table below.

CNG Foresight Limited

On 11 April 2025 the Group acquired the remaining voting share capital of CNG Foresight Limited, which was previously held as an associate investment in which the Group exercised significant influence due to its existing 49% ownership via its holding of the B Ordinary share in issue.

Following the acquisition the Group now owns and controls 100% of the issued share capital of CNG Foresight Limited and thereby its subsidiaries. The CNG Foresight Limited group owns the CNG stations which the Group currently operate and manage.

The book value of the provisional net liabilities acquired on the date control commenced on 11 April 2025 are shown in the table below.

Bio Energie Holwerd B.V.

On 7 August 2025 the group acquired 100 percent of the issued capital of Bio Energie Holwerd B.V.. Total cash consideration of €1 was transferred to the seller, for the acquisition. Upon acquisition there was contingent consideration of €1,000,000 however the probability of the contingent consideration being payable is sufficiently remote therefore management have decided not to recognise a liability in respect of this. The acquisition of Bio Energie Holwerd B.V. has been treated as a business combination and details are stated below in respect of the book values and fair value adjustments.

Impact of all business combinations

The revenue of the combined entity for the current reporting period, as though all three acquisitions above occurred on 1 April 2025 is £154,397,820.

The profit of the combined entity for the current reporting period, as though all three acquisitions above occurred on 1 April 2025 is £29,607,422.

In 2023, Renewable Transport Fuel Services, a subsidiary of the group acquired in the year, entered into a Deed of Variation relating to a settlement agreement with an employee of the Group, in relation to a Share Option Agreement. Under the terms of the agreement, the Group may be liable to make payments to the employee, which are contingent on events yet to occur at the reporting date. The directors estimate that the possible obligations payable to be £400,000. As the existence of the payable obligation will only be confirmed by the occurrence of an uncertain future event, not wholly within the control of the entity, no provision has been recognised in the financial statements.

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, maintain sufficient financial flexibility to support its operations and planned investment programme, and optimise the balance between debt and equity funding while providing an appropriate return to shareholders.

For the purposes of the Group’s capital management, capital comprises equity attributable to the owners of the parent company, non-controlling interests, interest-bearing borrowings and lease liabilities, less cash and cash equivalents. The Board monitors the Group’s capital structure by reference to forecast cash flows, available liquidity, the maturity profile of its financial liabilities and its anticipated operational and capital expenditure requirements.

During the year, the Group’s capital structure changed significantly following completion of the group restructuring. The transaction brought the existing CNG refuelling infrastructure businesses and RTFS operations together within an enlarged group and resulted in the acquisition and consolidation of additional operating entities and infrastructure assets. The restructuring also included the issue of new share capital, the recognition of merger relief and capital contribution reserves, and the replacement or refinancing of certain existing funding arrangements with longer-term shareholder and related-party funding. Accordingly, the Group’s capital structure at 31 March 2026 is not directly comparable with that at 31 March 2025.

The new funding structure is intended to align the maturity profile of the Group’s financing with the long-term nature of its infrastructure assets and development plans. The Group’s principal borrowings are predominantly long-term and fixed rate, which provides greater visibility over future financing costs and reduces exposure to changes in market interest rates. The Board nevertheless recognises that the enlarged group has a higher level of indebtedness and therefore monitors the Group’s ability to service its obligations through regular review of actual and forecast trading performance, operating cash generation, working capital requirements, capital expenditure commitments and forecast liquidity.

The Group seeks to maintain sufficient cash resources and access to funding to meet liabilities as they fall due and to fund the continued operation and development of its refuelling network. Capital allocation decisions, including significant capital expenditure, additional borrowing, distributions and other returns of capital, are considered by the Board in the context of the Group’s forecast liquidity, financing obligations and longer-term strategic objectives.

The Group’s capital position at the reporting date was as follows:

The movement in net debt and equity principally reflects the effect of the group restructuring, including the issue of shares and recognition of related equity reserves, the refinancing of existing obligations, the recognition of long-term shareholder and related-party borrowings, and the inclusion of acquired entities and their financing arrangements within the consolidated financial statements.

The Group was not subject to any externally imposed minimum capital requirements.

There were no changes during the year in the Group’s overall objectives, policies or processes for managing capital, other than changes made to reflect the enlarged group and the revised funding structure following completion of the restructuring.

Further information concerning the group restructuring and the Group’s borrowings is included in notes 38 and 24, respectively.

New Stations

In June 2026, the group commenced construction on a new site in Swindon. Total construction costs for this site are estimated to be up to £6,002,217. Furthermore, the group commenced construction of a high-capacity station at a new site in Carlisle in September 2026.

New Partnership

After the end of the reporting period, the Group established a multi-year partnership with Marks & Spencer, including the redeployment of one existing MRS and the manufacture of up to three new units. This is expected to support the expansion of M&S’s Bio-CNG fleet to more than 300 vehicles by the end of March 2027.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including the directors.

During the year the group entered into the following transactions with related parties:

Sale to associates relate to revenues invoiced to CNG Foresight Limited, an associate of the Group and its subsidiaries. These transactions were conducted at market rate and are derived from contracts in place covering the fulfilment of EPC Development contracts, reimbursement of operating costs and station management fees provided by the Group.

Sales to joint ventures in the prior year relate to RTFC revenues charged to Renewable Transport Fuel Services Limited (RTFS).

Purchases from associates relate to the compression margin charged to CNG Fuels by CNG Foresight Limited group entities, who disperse natural gas from the operating stations to the Group's customers.

Purchase from joint ventures relate to the procurement of Biomethane supplies for the Group from RTFS.

CNG Foresight Limited and RTFS are now subsidiaries of the Group and so these transactions have been eliminated on consolidation.

Sales of former Group subsidiaries relate to consideration received from CNG Foresight Limited, for the disposal of a number of the Group's former subsidiary undertakings. These transactions were conducted on an arm's length basis, derived from independent valuations established by the purchaser, to which the Group had no influence over.

Interest charged by related parties are on unsecured borrowings made available to the Group carrying interest rates between 9.5% and 10.0% (2025: 5.0% and 13.0%). The effective interest rate used to amortise the loan in the prior year is greater than 13% due to the obligation to repay a greater principal value than the original fair value of the loan. Please refer to note 24 for more details on these borrowings.

During the current year, the Group recognised consideration receivable of £51,720 (2025: £880,859) from joint ventures (in which the Group is a venturer) in respect of tax losses surrendered by the parent Company to the related party, by way of consortium relief.

The Group held lease liabilities with other related parties which incurred lease interest of £6,039 (2025: £11,998).

The following amounts were outstanding at the reporting end date:

Amounts owed to the parent company consist of:

• Borrowings of £nil (2025: £268,893) that carry an interest rate of 2% above the Euro Interbank Offered Rate (EURIBOR) per annum, are unsecured, and are repayable on demand.

• Borrowings of £91,734,898 that carry interest rate of 10.0%, are unsecured and are repayable in April 2030.

• Borrowings of £4,721,392 that carry interest rate of 9.5%, are unsecured and are repayable in October 2030.

• Trade payable balances of £nil (2025: £453,041) conducted on supplier's standard credit terms.

Amounts owed to associates consist of:

• Trade and other payable balances due to the CNG Foresight Limited group of £nil (2025: £9,077,954), which bear no interest and are unsecured. In the case of trade payable balances, these are due within the supplier's standard credit terms. Intercompany loans are repayable on demand.

Amounts owed to joint ventures consist of:

• Trade payable balances due to RTFS of £nil (2025: £2,493,154), which bear no interest, are unsecured and due within the supplier's standard credit terms.

Amounts owed to other related parties consist of:

• Trade payable balances due of £10,005 (2025: £29,222) conducted under standard credit terms.

• Borrowings of £nil (2025: £32,574,904) in respect of a loan which is unsecured and carry interest of between 10-13% per annum. Please refer to note 24. The £10,000,000 facility contains a clause which resulted in the principal due to be repaid being greater than the original amount. This obligation was released in the year.

• Borrowings of £9,744,880 (2025: £nil) that carry interest rate of 10%, are unsecured and are repayable in April 2030.

• Lease liabilities of £45,527 (2025: £147,157) for the leasing of plant and machinery.

The following amounts were outstanding at the reporting end date:

Amounts due from associates in the prior year consisted of trade receivable balances due from the CNG Foresight Limited group which bear no interest, are unsecured and are due within the Group's standard credit terms.

Amounts owed by joint ventures in the prior year consisted of unsecured intercompany loan balances which did not bear interest, were unsecured and were due within the Group's standard credit terms.

Amounts owed from parent consist of unsecured intercompany loan balances which do not bear interest, are unsecured and repayable on demand.

Amounts due from other related parties consist of trade and other receivable balances due from the Refuels N.V. which bear no interest, are unsecured and are due within the Group's standard credit terms.

At the reporting date, the immediate parent company is CNG Foresight Holding Limited. CNG Foresight Holding Limited is incorporated in the United Kingdom and its registered office is C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

The ultimate parent company is Averon Park Limited and its registered office is C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

Averon Park Limited is owned by a number of shareholders and individually no shareholder can exert control.

As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company's loss for the year was £16,606,381 (2025: £22,569,142).true