ACCOUNTS - Final Accounts preparation

Auditor's remuneration

During the year, the company obtained the following services from the company's auditor:

Registered number: 07110216

VITAL ENERGI GENERATION LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026


VITAL ENERGI GENERATION LIMITED

COMPANY INFORMATION

Directors	Mr G J Fielding
	Mr I M Whitelock
	Ms C Parker


Company secretary	Mr S McKechnie


Registered number	07110216


Registered office	Century House
	Roman Road
	Blackburn
	Lancashire
	BB1 2LD


Independent auditor	RSM UK Audit LLP
	Chartered Accountants & Statutory Auditor
	Bluebell House
	Brian Johnson Way
	Preston
	Lancashire
	PR2 5PE


VITAL ENERGI GENERATION LIMITED

CONTENTS

	Page
Strategic Report	1 - 4
Directors' Report	5 - 7
Independent Auditor's Report	8 - 11
Statement of Income and Retained Earnings	12
Statement of Financial Position	13
Notes to the Financial Statements	14 - 24


VITAL ENERGI GENERATION LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2026

The directors present their Strategic Report together with the audited financial statements of Vital Energi Generation Limited ("the company") for the year ended 30 June 2026.

Business review

The company acts as an intermediate holding company, holding investments in Vital Energi (Drakelow) Limited and Vital Energi (Drakelow Property) Limited. The principal activities of these subsidiaries are the operation of a Refuse Derived Fuel (RDF) waste facility and the holding of the lease relating to that facility, respectively. Accordingly, this fair review focuses on the performance and activities of those subsidiaries, as the company's own activities principally comprise intercompany transactions and management recharges.

Principal risks and uncertainties

The company's principal risks and uncertainties arise from the performance of its investments in Vital Energi (Drakelow) Limited and Vital Energi (Drakelow Property) Limited.

The value and recoverability of the company's investment in, and amounts owed by, its subsidiary undertakings are dependent upon the continued operational and financial performance of the Energy from Waste ("EfW") facility operated by the group's subsidiaries. Unplanned operational disruptions, lower-than-anticipated throughput levels, adverse market conditions or changes in the regulatory environment could adversely affect the profitability and cash generation of the underlying businesses. Such events may impact the recoverability of the company's investment in subsidiary undertakings and intercompany balances. Management regularly monitors operational and financial performance and supports investment in initiatives designed to enhance plant reliability, operational efficiency and long-term performance.

The company is also exposed to financing and liquidity risks through its participation in the group's funding arrangements. Certain group undertakings, including the company, act as guarantors of the £150m Nordic ABM bond. Whilst the directors consider the risk of any liability arising under these arrangements to be low, a significant deterioration in the financial performance or liquidity of the group could increase the risk associated with these obligations. The board monitors cash flow forecasts, financing arrangements and the financial performance of the underlying businesses to support the group's long-term funding strategy and ensure obligations can be met as they fall due.

The company is also exposed to regulatory and commercial risks through its investments. These risks are managed through established governance processes, regular monitoring of financial performance and cash flows, and ongoing oversight of compliance with applicable laws and regulations.

Financial performance

Vital Energi (Drakelow) Limited ("Drakelow") achieved turnover of £20.5m during the year, representing an increase of £4.5m, or 28.1%, compared with £16.0m in FY25. Revenue growth reflected the facility's first full year of live operations and contributed positively to the wider group's performance. Whilst financial performance improved significantly year-on-year, results were below management's original forecast expectations.

Management identified several technical modifications required at the Drakelow facility to support the long-term processing of Refuse Derived Fuel (RDF) and improve operating performance. The planned upgrade programme, including the replacement of grate bars and fuel feed systems, remains on track for completion during the summer 2026 shutdown. These works are expected to improve plant durability and availability, although management anticipates a gradual ramp-up to full operational capacity as the benefits of the enhancements are realised.

Page 1


VITAL ENERGI GENERATION LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

Financial performance (continued)

Gross profit margin at Drakelow decreased to 38.8% (FY25: 55.0%), reflecting the full-year impact of live operations and associated increases in operating costs. Operating profit excluding exceptional items decreased to a loss of £0.2m (FY25: profit of £6.2m). This reflects lower-than-anticipated throughput levels, together with the operational and maintenance costs associated with the facility's first full year of live operations and the technical improvements required to support its long-term durability and operational performance.

Administrative expenses at Drakelow increased to £8.2m (FY25: £2.6m), reflecting continued investment in technology, workforce expansion and site development activities. As part of the wider group reorganisation, Drakelow extinguished its debt with Aviva, the previous owner of the site, supporting the group's strategy of long-term asset ownership. The early settlement resulted in the recognition of an exceptional gain of £29.7m during the year.

Vital Energi (Drakelow Property) Limited (“Drakelow Property”) generated an operating loss of £0.1m during its first year of operations. The loss arose principally from rent and lease expenditure relating to the Drakelow site and reflects the subsidiary's role as the lease holding entity within the group structure.

The move to operational autonomy in November 2025, together with increased trading activity, required the build-up of maintenance stock and critical spare parts, resulting in stock increasing to £1.9m at the year-end (FY25: £Nil). Drakelow trade debtors decreased by £2.9m to £2m, primarily due to the timing of revenue recognition and customer collections around the year-end. Overall creditors decreased by £7.8m, principally due to the extinguishment of the debenture and other working capital movements.

Drakelow Property prepaid the stamp duty associated with the lease acquisition, resulting in closing debtors of £3.2m. This includes prepayments of £3.1m which will be released over the useful economic life of the facility through to December 2052. The remaining balance relates principally to intra-group transactions.

Drakelow's cash position remained strong, increasing to £5.9m (FY25: £4.7m) at the year-end. The directors remain confident that the business will continue to generate positive cash flows and maintain sufficient liquidity to support its strategic objectives. This confidence is underpinned by long-term forecasts extending to FY30, which incorporate planned annual shutdowns required to maintain the facility's long-term operational capability.

Drakelow's net liabilities reduced to £18.9m (FY25: £28.4m), primarily reflecting the net gain on the extinguishment of the Aviva debenture. Drakelow Property reported net liabilities of £0.2m at the year-end (FY25: £Nil). Looking ahead to FY27, Drakelow has a strong trading pipeline, providing confidence in future growth prospects. This outlook is further supported by long-term customer contracts ranging from 15 to 30 years in duration, generating a stable and significant proportion of recurring revenue.

Drakelow remains committed to delivering a positive environmental impact through the long-term processing of Refuse Derived Fuel.

The companies form an integral part of the Vital Energi group, and the activities of the board remain aligned with the strategic objectives of the wider group.

Section 172(1) statement

The directors recognise their duty under Section 172(1) of the Companies Act 2006 to promote the success of the company for the benefit of its members as a whole, while having regard to the interests of employees, customers, suppliers, communities and the environment, together with the long-term consequences of decisions and the need to maintain high standards of business conduct.

The board considered stakeholder interests as part of its decision-making processes throughout the year.

Page 2


VITAL ENERGI GENERATION LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

Section 172(1) statement (continued)

Employees of the subsidiaries

The long-term success of the company depends upon the safe and reliable operation of its underlying investments. Throughout the year, the board received updates on health and safety performance, employee wellbeing, recruitment, training and workforce development. These matters informed ongoing investment in operational capability and technical expertise at the facility to support the company's long-term objectives.

Customers of the subsidiaries

The board monitored operational performance, throughput levels, facility availability and customer service. Customer engagement informed operational planning and plant improvement activities, ensuring the company continued to meet its contractual obligations whilst developing longer-term improvements to operational performance.

Suppliers and business partners

The board considered the importance of resilient supply chains in supporting the safe and reliable operation of the facility. Oversight during the year included fuel supply arrangements, engineering support, maintenance activities and procurement associated with the planned summer 2026 shutdown and plant improvement programme.

Communities and the environment

The company's subsidiaries owns infrastructure that recovers energy from residual waste and therefore has a significant environmental and community impact. The board considered operational performance, environmental compliance, waste recovery, plant efficiency and long-term sustainability when reviewing strategic and operational decisions. Particular attention was given to opportunities to improve facility reliability and environmental performance through the planned technical improvement programme.

Investors and lenders

During the year, the board maintained engagement with shareholders, lenders and the wider group regarding funding requirements, liquidity and long-term investment. Particular consideration was given to refinancing activities, the extinguishment of historical debt obligations and the company's role within the group's long-term asset ownership strategy.

Long-term decision making

The most significant decisions during the year related to the transition to full autonomy of the facility, the refinancing and extinguishment of historical debt obligations, and the programme of technical improvements designed to support long-term operational performance. In reaching these decisions, the board considered operational reliability, environmental performance, health and safety requirements, workforce capability, funding requirements, expected long-term returns and the capital investment required to support future throughput growth. These considerations informed the company's operational and investment priorities during FY26.

Maintaining high standards of business conduct

The board considered governance, ethics and compliance matters throughout the year. Oversight included health and safety governance, environmental compliance, permit obligations, anti-bribery, whistleblowing and wider sustainability initiatives. The board recognises that strong governance, environmental stewardship and operational discipline are fundamental to the responsible ownership of critical energy infrastructure.

Acting fairly between members

The board recognises its responsibility to act fairly between the company's members when making decisions. Throughout the year, the board considered the interests of all shareholders alongside the company's long-term strategic objectives, financial position and wider stakeholder impacts. Decisions relating to funding, refinancing activities, capital allocation and long-term investment were assessed with regard to their effect on shareholder value and the equitable treatment of members. The board remains committed to maintaining appropriate governance arrangements and transparent communication to support balanced and informed decision-making.

Page 3


VITAL ENERGI GENERATION LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

Section 172(1) statement (continued)

Conclusion

The directors believe that the decisions taken during FY26 have been consistent with their duties under Section 172(1) and have supported the long-term success of the company while balancing the interests of stakeholders, responsible business conduct and sustainable growth.

This report was approved by the board and signed on its behalf.

Ms C Parker

Director

Date: 29 October 2026

Page 4


VITAL ENERGI GENERATION LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2026

The directors present their annual report and financial statements for the year ended 30 June 2026.

Principal activities

The principal activity of the company during the year was that of an intermediate holding company.

Results and dividends

The profit for the year, after taxation, amounted to £181k (2025: loss £4,541k).

The directors did not recommend the payment of dividends in the year (2025: £Nil).

Directors

The directors who served during the year, and up to the date of signing this report, were:

Mr G J Fielding

Mr I M Whitelock

Ms C Parker

Mr M Riley (resigned 7 October 2025)

Directors' Responsibilities Statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

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

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

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

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Page 5

VITAL ENERGI GENERATION LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

Going concern

The company reported a profit of £181k (2025: loss £4,541k) during the year. While the company currently operates with a deficit on the balance sheet, the directors have secured written financial support from Vital Energi Utilities Limited (VEUL), a fellow group company. This support demonstrates VEUL's commitment to ensuring the company can meet its obligations as they become due. The directors have carefully evaluated and confirmed that Vital Energi Utilities Limited is capable of providing the necessary support. Additional details regarding the going concern assessment for Vital Energi Utilities Limited are available in its financial statements, accessible at Century House, Roman Road, Blackburn, Lancashire, BB1 2LD.

The subsidiary company, Vital Energi (Drakelow) Limited, despite being fully operational and producing electricity, was identified as requiring several technical modifications to support the long-term processing of Refuse Derived Fuel (RDF) and improve operating performance. Additional investment into the facility and works are expected to improve the plant durability and availability via a gradual ramp-up to full operational capacity. The investment into the site and the steady power generation from the plant, contributes to a robust and stable financial position for the company and for Vital Energi Generation Limited. While the energy sector presents ongoing challenges, and the full operational capacity has not yet been achieved, the directors believe that these positive operational and developments, along with the continued support from VEUL, provide a solid foundation for the company's future success.

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Strategic Report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. This applies to future developments.

Financial risk management objective and policies

The company finances its operations through borrowings from group entities where necessary to fund expansion or capital programmes.

The management objectives are to:

∙Match the repayment schedule of any group borrowings with the expected future cash flows expected to arise from the company and its group's cash flows.

Disclosure of information to auditor

The directors confirm that:

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

∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

The auditor, RSM UK Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 6

VITAL ENERGI GENERATION LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

This report was approved by the board and signed on its behalf.

Ms C Parker

Director

Date: 29 October 2026

Page 7

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VITAL ENERGI GENERATION LIMITED

Opinion

We have audited the financial statements of Vital Energi Generation Limited (the "company'') for the year ended 30 June 2026, which comprise the statement of income and retained earnings, the statement of financial position and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

∙give a true and fair view of the state of the company's affairs as at 30 June 2026 and of its profit for the year then ended;

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

∙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.

Page 8

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VITAL ENERGI GENERATION LIMITED (CONTINUED)

Other information (continued)

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 the audit:

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Page 9

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VITAL ENERGI GENERATION LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

∙obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

∙inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

∙discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VITAL ENERGI GENERATION LIMITED (CONTINUED)

The extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

A further description of our responsibilities for the audit of the financial statements is located 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.

Andrew Monteith
Senior Statutory Auditor

for and on behalf of RSM UK Audit LLP
Statutory Auditor, Chartered Accountants

Bluebell House

Brian Johnson Way

Preston

Lancashire
PR2 5PE

29 October 2026

Page 11


VITAL ENERGI GENERATION LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 30 JUNE 2026

	2026	2025
Note	£000	£000

Cost of sales		(326)	(1,439)
Gross loss		(326)	(1,439)
Administrative expenses		(13)	(7)
Exceptional items	5	(53)	-
Other operating charges		-	(2,501)
Operating loss		(392)	(3,947)
Interest receivable and similar income	7	5,585	4,975
Interest payable and similar expenses	8	(6,448)	(5,569)
Loss before tax		(1,255)	(4,541)
Tax on loss	9	1,436	-
Profit/(loss) after tax		181	(4,541)

Retained earnings at the beginning of the year	(5,831)	(1,290)
Profit/(loss) for the year	181	(4,541)
Retained earnings at the end of the year	(5,650)	(5,831)

There were no recognised gains and losses for 2026 or 2025 other than those included in the Statement of Income and Retained Earnings.

The notes on pages 14 to 24 form part of these financial statements.

Page 12


VITAL ENERGI GENERATION LIMITED REGISTERED NUMBER:07110216

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2026

		2026		2025
Note		£000		£000

Fixed assets
Investments	10		3,728		3,728
Current assets
Debtors: amounts falling due after more than one year	11	52,002		46,564
Debtors: amounts falling due within one year	11	64,358		518
		116,360		47,082
Creditors: amounts falling due within one year	12	(73,736)		(1,774)
Net current assets			42,624		45,308
Total assets less current liabilities			46,352		49,036
Creditors: amounts falling due after more than one year	13		(52,002)		(54,867)
Net liabilities			(5,650)		(5,831)

Capital and reserves
Called up share capital	14	-	-
Profit and loss account	15	(5,650)	(5,831)
Total equity		(5,650)	(5,831)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Ms C Parker

Director

Date: 29 October 2026

The notes on pages 14 to 24 form part of these financial statements.

Page 13


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

1.	General information

Vital Energi Generation Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 07110216, and its registered head office is located at Century House, Roman Road, Blackburn, Lancashire, BB1 2LD.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The company's functional and presentation currency is Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise stated.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Vital Holdings Limited as at 30 June 2026 and these financial statements may be obtained from Century House, Roman Road, Blackburn, Lancashire, BB1 2LD.

2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 14


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

2.4

Going concern

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Page 15


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.10

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include other debtors and cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents and most other debtors due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Page 16


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

2.10

Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 17


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:

Estimates

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

Fixed asset impairment (see note 10)

The Company assesses investments in subsidiary undertakings for impairment at each reporting date. Where indicators of impairment are identified, the recoverable amount is estimated and compared to the carrying value of the investment. The assessment requires management judgement regarding the future performance and prospects of the underlying subsidiary.

Judgements

In the process of preparing the financial statements, no significant judgements were applied.

Fees payable to the company's auditor for the audit of the company's financial statements	8	4
Taxation compliance services	-	2
All other non-audit services	-	2

Page 18


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

5.	Exceptional items
		2026	2025
		£000	£000

Exceptional items

Included within exceptional costs in the year is £42k (2025: £Nil) in respect of professional fees related to valuation support of technology, and £11k (2025: £Nil) in respect of a shareholder dispute. The directors consider these costs to be non-recurring due to the fact that they are one off in nature. As such, the costs have been classified as exceptional.

Employees

The average monthly number of employees during the year was 0 (2025: 0).

7.	Interest receivable
		2026	2025
		£000	£000

Interest receivable from group companies

5,585

4,975

8.	Interest payable and similar expenses
		2026	2025
		£000	£000

Interest payable to group companies

6,448

5,569

Page 19


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

Corporation tax
Group relief receivable	(1,331)	-
Adjustments in respect of prior periods	(105)	-
Total current tax	(1,436)	-
Deferred tax
Origination and reversal of timing differences	(105)	-
Adjustments in respect of prior periods	105	-
Total deferred tax	-	-
Total tax credit	(1,436)	-

Loss on ordinary activities before tax

(1,255)

(4,541)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)	(314)	(1,135)
Effects of:
Expenses not deductible for tax purposes	13	-
Group relief surrendered	1,331	-
Receipt for group relief	(1,331)	-
Adjustments to tax charge in respect of prior periods	(105)	-
Adjustments to tax charge in respect of prior periods - deferred tax	105	-
Movement in deferred tax not recognised	(1,135)	1,135
Total tax credit for the year	(1,436)	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

10.	Fixed asset investments

		Investments in subsidiary companies
		£000
	Cost
	At 1 July 2025	3,728
	At 30 June 2026	3,728

	Net book value
	At 30 June 2026	3,728
	At 30 June 2025	3,728

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Principal activity	Class of shares	Holding

	Vital Energi (Drakelow) Limited	(i)	Developer and operator of a waste to energy plant	Ordinary	100%
	Vital Energi (Drakelow Property) Limited	(i)	Lessor and operator of own or leased real estate	Ordinary	100%

Registered office addresses (all UK unless otherwise indicated):

(i) Century House, Roman Road, Blackburn, Lancashire, England, BB1 2LD

Page 21


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

11.

Debtors

					2026	2025
					£000	£000

Due after more than one year
Amounts owed by group undertakings	52,002	46,564
	52,002	46,564
Due within one year
Amounts owed by group undertakings	64,343	152
Other debtors	15	119
Prepayments and accrued income	-	247
	116,360	47,082

£52,002k (2025: £46,564k) included within amounts owed by group undertakings falling due after more than one year relates to 12.00% secured loan notes issued by a fellow group undertaking. The loan notes are repayable on 27 January 2053, being the thirty third anniversary of the date of the instrument, or such date as may be determined by a resolution of the directors or upon an exit event, even if earlier. Interest is payable on redemption of the loan notes. At the year end, total cumulative interest of £22,989k (2025: £17,552k) has been added to the loan note value.

£62,287k (2025: £Nil) included within amounts owed by group undertakings falling due within one year is unsecured, repayable on demand and incurs an interest rate of 10.50%.

£546k (2025: £Nil) included within amounts owed by group undertakings falling due within one year is unsecured, repayable on demand and incurs an interest rate of 3.25%.

The remaining, amounts owed by group undertakings falling due within one year are non-interest bearing, unsecured and repayable on demand.

12.	Creditors: amounts falling due within one year
		2026	2025
		£000	£000

Trade creditors	24	1,103
Amounts owed to group undertakings	73,037	-
Other creditors	675	671
	73,736	1,774

Page 22


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

12.Creditors: amounts falling due within one year (continued)

£7,940k (2025: £8,200k, included within amounts owed to group undertakings falling due after more than one year) included within amounts owed to group undertakings falling due within one year is unsecured, repayable on demand and incurs an interest rate of 12%.

£62,287k (2025: £Nil) included within amounts owed to group undertakings falling due within one year is unsecured, repayable on demand and incurs an interest rate of 10.5%.

£2,582k (2025: £Nil) included within amounts owed by group undertakings falling due within one year is unsecured, repayable on demand and incurs an interest rate of 3.25%.

£228k (2025: £Nil) included within amounts owed to group undertakings is non-interest bearing, unsecured and repayable on demand.

13.	Creditors: amounts falling due after more than one year
		2026	2025
		£000	£000

	Amounts owed to group undertakings	52,002	54,867

£52,002k (2025: £46,600k) included within amounts owed to group undertakings falling due after more than one year is unsecured with interest charged at 12% per annum, charged monthly. The loan is due for repayment by 27 January 2053 or any other date agreed between both parties.

14.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

1 (2025: 1) Ordinary share of £1.00	1	1

The shares rank pari passu and have full voting rights attached to them.

15.

Reserves

The company's capital and reserves is as follows:

Profit and loss account

Cumulative profit and loss net of distributions to owners.

16.Contingent liabilities

During the year, the company extinguished a guarantee in full relating to a debenture granted to a fellow group company by a third party. At the year end the potential liability was £Nil (2025: £81,042k).

Page 23


VITAL ENERGI GENERATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

17.	Subsequent events

There have been no significant events affecting the company since the reporting date.

18.	Controlling party

The immediate parent of the company is Vital Energi Midco Plc and the ultimate parent of the company is Vital Holdings Limited, both companies are incorporated in the United Kingdom.

The smallest group at which the company is consolidated is that headed by Vital Energi Midco Plc. The largest group in which the results are consolidated is that headed by Vital Holdings Limited. The consolidated financial statements of Vital Energi Midco Plc and Vital Holdings Limited can be obtained from Companies House and the registered office. The registered office of both entities is Century House, Roman Road, Blackburn, Lancashire, BB1 2LD.

Page 24