Annual Report and Financial Statements.

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

30 April 2026

Technologies New Energy plc

Publication of Annual Report and Financial Statements

Technologies New Energy plc (LSE: TNE) (the "Company") announces the publication of its annual report and financial statements for the year ended 31 December 2025 ("Annual Report and Financial Statements"), which will be sent to the Financial Conduct Authority's National Storage Mechanism and will also shortly be available for viewing in the "Company Documents" section of the Company's website.

Enquiries:

For further information, please visit www.tneplc.com or contact:

Technologies New Energy plc                                               info@tneplc.com

Julio Perez, CEO                                                                       +351 915 126 782

Burson Buchanan                                                                    TNE@buchanancomms.co.uk

Simon Compton, Abigail Gilchrist                                         +44 (0)20 7466 5000

Annual Report and Financial Statements

Dear Shareholders,

I am pleased to present the consolidated financial statements of Technologies New Energy plc ("TNE" or the "Company") and its subsidiaries (together, the "Group") for the year ended 31 December 2025.

2025 has been a transformational year. On 30 April 2025, the Company completed the reverse takeover of Technologies New Energy S.A. ("TNE S.A."), a Portuguese renewable energy company, for consideration of £28 million satisfied entirely by the issue of 140,000,000 new ordinary shares. In August 2025, the Group also acquired Diverfuel S.A. for nil consideration. These transactions mark the completion of the Company's mission as an investment vehicle and the start of its future as an operating group in the global energy transition.

Under IFRS 3 Business Combinations, TNE S.A. is identified as the accounting acquirer. These consolidated financial statements accordingly represent a continuation of the financial statements of TNE S.A. The comparative information for the year ended 31 December 2024 reflects the standalone results and financial position of TNE S.A. The consolidated financial statements are presented in Euros (€), being the functional and presentational currency of TNE S.A., consistent with the Group's published interim financial statements for the six months ended 30 June 2025.

Financial Review

Funding

As at 29 April 2026, the Group held total cash of approximately €401,000, comprising €335,000 in its Portuguese accounts and £57,000 in its UK account (equivalent to approximately €66,000 at the prevailing exchange rate). Based on current forecasts, the Board believes that this funding position is sufficient to meet the Group's working capital requirements for at least the next 12 months from the date of approval of these financial statements.

Revenue and Performance

The Group generated revenue of €362,141 for the year ended 31 December 2025 (2024: €178,852), reflecting strong commercial activity at TNE S.A. across its four business units. TNE S.A. also recognised subsidies and grants of €11,450 and other operating income of €402,495 (2024: €702). TNE S.A. generated a standalone net profit of €359,948 for the year ended 31 December 2025, demonstrating a significant recovery from the loss of €165,950 in 2024. At the consolidated group level, after absorbing the post-RTO administrative and listing costs of Technologies New Energy plc (€345,963), the Group recorded a profit of €14,055.

Dividend

The Directors do not intend to declare a dividend in respect of the year under review (2024: nil).

Outlook

TNE S.A. is forecast to generate positive cash flows and operating profits for the period to 31 December 2026, supported by its growing revenue backlog, proprietary biorefinery project portfolio and its strategic agreement for the Data District project in Canada. In February 2026, the Group acquired a 90% controlling interest in Cleversearch Lda, a project development company in the Azores. The Board looks forward to updating shareholders on progress throughout the year. 

On behalf of the Board, I thank our staff and advisers for their hard work and our shareholders for their continued support.

José Meneses da Silva Moura

Executive Chairman

29 April 2026

The Directors present the Strategic Report of the Group for the year ended 31 December 2025.

Review of the business

Technologies New Energy plc is incorporated in England and Wales (registered number 13672588) with registered office at 9th Floor, 107 Cheapside, London EC2V 6DN. The Company changed its name from Codex Acquisitions plc to Technologies New Energy plc on 25 February 2025. The Company's shares are admitted to trading on the Main Market of the London Stock Exchange (LSE: TNE).

On 30 April 2025, the Company completed the reverse takeover of Technologies New Energy S.A. ("TNE S.A."), a company incorporated in Portugal (NIPC: PT514711159). The transaction is accounted for as a reverse acquisition under IFRS 3, with TNE S.A. as the accounting acquirer. In August 2025, the Group acquired Diverfuel S.A. for nil consideration; Diverfuel was substantially dormant at the date of acquisition and remains so at 31 December 2025.

TNE S.A. operates across four complementary business units: Negative-C (development of sustainability projects including SAF, biomethanol and biomethane biorefineries); O&M (operations and maintenance of turbomechanical solutions in Morocco and Portugal); Energy Transition (industrial electrification and decarbonisation, including BESS and EMS solutions); and Digital (digital systems and digital twins for industry).

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to: consider the likely consequences of any decision in the long term; act fairly between the members of the Company; maintain a reputation for high standards of business conduct; consider the interests of the Company's employees; foster the Company's relationships with suppliers, customers and others; and consider the impact of the Company's operations on the community and the environment.

Consideration of Long-Term Consequences

The Directors have consistently taken into account the likely consequences of any decision in the long term, conducting comprehensive risk assessments and scenario analyses to evaluate the potential impacts on the Group's financial performance, market position and sustainability. Key decisions during the year are described below.

Fair Treatment of Members

The Directors have acted fairly between the members of the Group. They have ensured that all shareholders are treated equitably and have made efforts to protect the rights and interests of minority shareholders. The Directors have facilitated transparent and inclusive decision-making processes, providing opportunities for shareholders to express their views and concerns through regulatory announcements and the AGM.

Maintenance of High Standards of Business Conduct

The Directors have maintained a reputation for high standards of business conduct, actively promoting a culture of integrity, transparency and accountability. They have established internal controls and monitoring mechanisms to ensure adherence to legal and regulatory requirements in both the United Kingdom and Portugal.

Fostering Relationships with Stakeholders

The Directors have actively fostered the Group's relationships with suppliers, customers, shareholders, regulators and other stakeholders. They have engaged in regular communication with key stakeholders, seeking their feedback and understanding their needs and expectations. By maintaining strong stakeholder relationships, the Directors have sought to ensure the Group's continued success and long-term value creation.

Consideration of Impact on the Community and Environment

The Directors have taken into consideration the impact of the Group's operations on the community and the environment. The Group's principal activities are focused on the energy transition, decarbonisation and sustainable energy solutions. The Board has implemented sustainable practices, including reducing waste, minimising unnecessary travel and promoting energy efficiency across operations.

The application of the s172 requirements can be demonstrated in relation to some of the key decisions made during the year ended 31 December 2025: completing the reverse takeover of Technologies New Energy S.A. on 30 April 2025, transforming the Company into an operating group; acquiring Diverfuel S.A. in August 2025; completing equity fundraisings totalling £484,900 in 2025 to strengthen working capital; and establishing Board committees following completion of the reverse takeover.

Key performance indicators

Note: 2024 comparatives represent TNE S.A. standalone. Cash at 31 December 2024 reflects TNE S.A. standalone only.

Environmental matters and GHG Emissions

TNE S.A.'s core activities are aligned with the global energy transition and decarbonisation. As the Company has not consumed more than 40,000 kWh of energy, it qualifies as a low energy user under SI 2018/1155 and is not required to report on emissions.

Task Force on Climate-Related Financial Disclosures (TCFD)

Principal risks and uncertainties

Revenue execution risk

Growth depends on successful execution of consulting and contracting projects and progression of proprietary biorefinery projects. Mitigated by a diversified four-unit business model and growing order backlog.

Currency risk

The Group's operations are primarily Euro-denominated while its legal parent is a Sterling entity. Exchange rate movements affect the translation of TNE plc's costs and assets. The Group does not currently hedge currency risk.

Funding risk

The Group actively monitors cash flow and evaluates funding options including equity markets and strategic partnerships.

Key personnel risk

The Group is dependent on a small number of key individuals. Mitigation includes competitive remuneration and experienced professional advisers.

Employee information

The Group employed staff principally through TNE S.A. during the year ended 31 December 2025. The average number of employees of TNE S.A. was 6 (2024: 4). TNE S.A. is committed to providing a safe and healthy working environment and to treating all employees fairly and with respect. The Company endeavours to attract, retain and develop talented individuals. There were no material health and safety incidents during the year.

The Group ensures that employment practices take into account the necessary diversity requirements and compliance with all employment laws in both the United Kingdom and Portugal. The Board has experience in dealing with such matters and sufficient training and qualifications to ensure they meet all applicable requirements.

Anti-corruption and anti-bribery policy

The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010 (as amended) (the "Bribery Act 2010"). The Group has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy that applies across the Group, including its Portuguese operations.

Sustainability

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

We strive to create a safe and healthy working environment for the wellbeing of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Group.

We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Group and their own potential.

The Board would like to take this opportunity to thank our shareholders and advisors for their support during the year.

Diversity/Gender

 Julio Perez

Chief Executive Officer

29 April 2026

The Directors present their report and the financial statements for the year ended 31 December 2025.

Principal activity

The principal activity of the Group is renewable energy engineering, consulting, project development and energy transition services, conducted primarily through Technologies New Energy S.A.

Results

The Group recorded a profit for the year of €14,055 (2024: loss of €165,950). The 2024 comparative represents the results of TNE S.A. on a standalone basis as the accounting acquirer under IFRS 3. TNE S.A. generated a standalone net profit of €359,948 for the year. The parent company, Technologies New Energy plc, recorded a loss for the year of £889,937 in its standalone accounts (2024: loss of £506,491). The parent company profit and loss account is omitted from these financial statements pursuant to section 408 of the Companies Act 2006.

Dividends

No dividend has been paid or recommended (prior period: nil).

Directors

Substantial shareholdings

1 José Meneses da Silva Moura and his spouse hold indirectly and directly 70,420,000 Ordinary Shares in aggregate (44.22%).

2 Ricardo Guimarães Da Costa Eiras holds indirectly 42,000,000 Ordinary Shares via Guimarães Eiras, Unipessoal S.A.

Share capital

The Company is incorporated as a public limited company and is registered in England and Wales with the registered number 13672588. Details of the Company's issued share capital, together with details of the movements during the period, are shown in Note 14. The Company has one class of Ordinary Shares, and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

Letters of appointment

The Directors have entered into letters of appointment with the Company and continue to be engaged under these letters of appointment until terminated by the Company.

In the event of termination or loss of office the Director is entitled only to payment of their basic fee in respect of his or her notice period. In the event of termination or loss of office in the case of a material breach of contract the Director is not entitled to any further payment.

Directors are allowed to accept external appointments with the consent of the Board, provided that these do not lead to conflicts of interest. Directors are allowed to retain fees paid in respect of such appointments.

UK 10-year performance graph

The Directors have considered the requirement for a UK 10-year performance graph comparing the Group's Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company only became listed in March 2022, is not paying dividends, is currently incurring losses at the group level as it gains scale, and the remuneration of Directors is not linked to performance. The Directors will review the inclusion of this graph for future reports.

Political donations

The Group made no political donations during the current or prior periods.

Directors' Indemnity Provisions

The Company has taken out Directors' and Officers' Liability Indemnity insurance.

Directors' Remuneration

Particulars of Directors' remuneration under the Companies Act 2006 are disclosed in Note 6 to the financial statements and further detailed in this report.

Remuneration in respect of the Directors of Technologies New Energy plc for the year ended 31 December 2025 was £165,218 (2024: £131,086). The remuneration disclosed represented fees for services as directors and senior executives of the Company and the Group from the date of their respective appointments where applicable.

* Amount originally paid in Euros of €39,150, translated at the average exchange rate for the year of €1.1554:£1.

José Meneses da Silva Moura did not receive remuneration from the Company during the year.

The 2024 comparative relates to directors of the Company prior to completion of the reverse takeover on 30 April 2025. José Meneses da Silva Moura, Ricardo Guimarães Da Costa Eiras and Salvador Insua Amico were appointed on 30 April 2025 and accordingly have no comparative remuneration for 2024.

Julio Perez served as an Independent Non-Executive Director until 30 April 2025 and was appointed Chief Executive Officer on 27 June 2025.

There were no performance measures associated with any aspect of Directors' remuneration during the year. The remuneration amounts disclosed above represented fees for services only. There were no other amounts paid in relation to Directors' remuneration, including bonuses, long-term incentive awards, pension contributions or share-based payments.

Payments to past Directors

Payments of £1,667 were made during the year to James Lawson-Brown in respect of contractual fees earned prior to his resignation on 30 April 2025. Other than this amount, there were no payments in the year to past Directors.

Bonus and incentive plans

There were no bonus or incentive plans in place during the year.

Percentage change in remuneration of the Chief Executive Officer

Julio Perez was appointed Chief Executive Officer on 27 June 2025. As this was the first year of appointment to this executive role, no meaningful year-on-year percentage comparison is presented.

Other matters

The Company does not operate any pension scheme for Directors and made no pension contributions in relation to Directors' remuneration during the year. No excess retirement benefits were paid to any Director.

Approval by members

The Directors' Remuneration Report above will be put before the members for approval at the next Annual General Meeting of the Company ("AGM"). The remuneration report for the prior year was approved at the last AGM.

Directors' interests in shares

The Company has no minimum Director shareholding requirement.

The beneficial interests of the Directors in the Ordinary Share Capital of the Company as at 29 April 2026 were as follows:

1 José Meneses da Silva Moura and his spouse, Maria João Matos Abreu Faria da Silva Moura, hold indirectly and directly 70,420,000 Ordinary Shares in aggregate (44.22%), comprising 70,000,000 Ordinary Shares via Diverstock Investment S.A. and a direct holding of 420,000 Ordinary Shares.

2 Ricardo Guimarães Da Costa Eiras holds indirectly 42,000,000 Ordinary Shares via Guimarães Eiras, Unipessoal S.A., which is an entity ultimately beneficially wholly-owned and controlled by him.

Remuneration Committee

The Remuneration Committee is chaired by Kate Joan Osborne, with Salvador Insua Amico serving as the other member. The Committee is responsible for overseeing all aspects of Directors' remuneration policy and implementation on behalf of the Board.

Going concern

The financial statements have been prepared on a going concern basis. The Directors have considered the Group's cash position, trading performance and forecasts, and have not identified a material uncertainty that casts significant doubt on the Group's ability to continue as a going concern. A full going concern assessment is set out in Note 2.2 to the financial statements.

Auditors

Johnsons Chartered Accountants were appointed as auditors on 5 June 2024 and have expressed their willingness to continue in office.

Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements

The Directors are responsible for preparing this report and the financial statements in accordance with applicable United Kingdom law and regulations and UK-adopted international accounting standards ("UK-adopted IAS").

Company law requires the Directors to prepare financial statements for each financial period which present fairly the financial position of the Group and the Company and the financial performance and cash flows of the Group and the Company for that period.

In preparing those financial statements, the Directors are required to:

•  select suitable accounting policies and then apply them consistently;

•  make judgements and estimates that are reasonable and prudent;

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

•  state whether applicable UK-adopted IAS have been followed, subject to any material departures disclosed and explained in the financial statements;

•  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business; and

•  provide additional disclosures when compliance with the specific requirements in UK-adopted IAS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance.

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 the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the FCA.

The financial statements are published on the Company's website (www.tneplc.com). Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of financial statements may differ from legislation in their jurisdiction.

The Directors confirm that to the best of their knowledge:

•  the financial statements, prepared in accordance with UK-adopted IAS, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group and the Company;

•  this Annual Report includes a fair review of the development and performance of the business and the position of the Group and the Company together with a description of the principal risks and uncertainties that it faces;

•  the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide information necessary for shareholders to assess the Group's and Company's performance, business and strategy; and

•  all Directors have taken the steps that they should 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, and there is no relevant audit information of which the Company's auditor is unaware.

ON BEHALF OF THE BOARD

Julio Perez

Chief Executive Officer

29 April 2026

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining appropriate standards of corporate governance. The statement below, together with the report on Directors' remuneration, explains how the Group has observed the principles set out in The UK Corporate Governance Code 2018 ("UKCGC"), issued by the Financial Reporting Council, as relevant to the Company and contains the information required by section 7 of the FCA's Disclosure Guidance and Transparency Rules.

The Company has decided not to apply the UKCGC provisions in full given its current size and resources. The Group operates with resources proportionate to its current scale of operations. As the Company is listed on the Main Market of the London Stock Exchange, it is required to follow a corporate governance code. For the year ended 31 December 2025, the Company has sought to comply with the UKCGC but, due to its limited activities and resources, has opted not to fully implement the UKCGC in respect of the following matters: the Board does not currently include a separate Finance Director; and certain committee compositions do not fully reflect Code recommendations given the small size of the Board.

Board of Directors and Committees

The Board currently consists of two executive Directors (the Executive Chairman and Chief Executive Officer), one Director in an operational role (Chief Operating Officer) and two independent Non-Executive Directors. The Board met regularly throughout the year to discuss key issues and to monitor the overall performance of the Group. The Directors will actively seek to expand Board membership to provide additional levels of corporate governance procedures at the relevant opportunity. Given that the Board was reconstituted following the reverse takeover completed on 30 April 2025, a formal board evaluation process was not undertaken during 2025. The Board intends to establish a formal evaluation process for the year ending 31 December 2026.

Audit Committee and financial reporting

The Audit Committee comprises Salvador Insua Amico (Chair) and Kate Joan Osborne, both independent Non-Executive Directors. The Chief Executive Officer attends by invitation. The Committee has recent and relevant financial experience. The Audit Committee meets at least three times a year at the appropriate times in the reporting and audit cycle. The Committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Company's auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, together with requirements as to any quorum for and the right to attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial reporting, internal controls, internal audit, external audit and risk oversight. The terms of reference also set out the authority of the Committee to carry out its duties.

The Board seeks to present a balanced and understandable assessment of the Group's position and prospects in all interim, final and price-sensitive reports and information required to be presented by statute.

External auditor

The Board meets with the auditor during the year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non-audit services supplied by the auditor, reviewing the ratio of audit to non-audit fees, and ensures that an appropriate relationship is maintained between the Group and its external auditor. During the year Johnsons Chartered Accountants did not provide any non-audit services. Details of the total fees paid to the auditors are set out in Note 5 to the accounts.

The Company has a policy of controlling the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded. As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process. There are no contractual obligations restricting the Board's choice of external auditor.

Remuneration Committee

The Remuneration Committee is chaired by Kate Joan Osborne, with Salvador Insua Amico serving as the other member. The Committee is responsible for overseeing all aspects of Directors' remuneration policy and implementation on behalf of the Board. All matters relating to Directors' remuneration, share options and service contracts are considered by the Committee, with recommendations made to the Board as a whole.

Nominations Committee

The Nominations Committee is chaired by Salvador Insua Amico, with Kate Osborne and José Meneses serving as the other members. The Committee is responsible for reviewing the structure, size and composition of the Board, considering succession planning, and leading the process for new appointments where appropriate.

Internal financial control

Financial controls have been established to provide safeguards against unauthorised use or disposition of the assets, to maintain proper accounting records and to provide reliable financial information for internal use. Key financial controls include:

•  the maintenance of proper accounting records;

•  a schedule of matters reserved for the approval of the Board;

•  evaluation, approval procedures and risk assessment for acquisitions and significant transactions; and

•  close involvement of the Directors in the day-to-day operational matters of the Group.

The Directors consider that the size of the Group and the close involvement of Directors in day-to-day operations makes the maintenance of a formal internal audit function unnecessary at present. The Directors will continue to monitor this situation.

Shareholder communications

The Company uses its corporate website (www.tneplc.com) to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties. The AGM is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given proper consideration, and there is a resolution to approve the Annual Report and Accounts. The Company counts all proxy votes and indicates the level of proxies lodged on each resolution after it has been dealt with by a show of hands.

FOR THE YEAR ENDED 31 DECEMBER 2025

The comparative figures for the year ended 31 December 2024 represent the results of Technologies New Energy S.A. on a standalone basis as the accounting acquirer under IFRS 3. The results of Technologies New Energy plc are included from 30 April 2025 (date of the reverse takeover) to 31 December 2025 only.

The above results relate entirely to continuing activities. Share warrants have an anti-dilutive effect and diluted earnings per share is therefore the same as basic.

The accompanying notes 1 to 22 form part of these financial statements.

AS AT 31 DECEMBER 2025

The 31 December 2024 comparatives represent Technologies New Energy S.A. standalone, as the accounting acquirer under IFRS 3.

As at 31 December 2025, the Group has net liabilities of €828,169 (2024: net liabilities €83,290). These net liabilities are primarily an accounting consequence of reverse acquisition reserve recognition under IFRS 3, reflecting the mechanics of the reverse takeover transaction rather than any impairment of underlying value or cash generation capacity. Technologies New Energy S.A., the trading subsidiary, has positive standalone equity of €276,659 and generated a net profit of €359,948 in 2025. The Directors are satisfied that the Group has adequate resources to continue as a going concern - see Note 2.2.

These financial statements were approved by the Board of Directors on 29 April 2026 and were signed on its behalf by:

 Julio Perez

Chief Executive Officer

Company number: 13672588

The accompanying notes 1 to 22 form part of these financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2025

The 2024 comparative represents Technologies New Energy S.A. standalone cash flows. The 2025 figures combine TNE S.A. (full year, per the statutory accounts) and Technologies New Energy plc (post-acquisition, 30 April - 31 December 2025).

Cash at 31 December 2025 comprises €473,805 held by TNE S.A. and £233,368 (approximately €267,440 at the closing ECB exchange rate of €1.1459/£1) held by Technologies New Energy plc. The opening cash balance of €17,494 represents TNE S.A.'s cash at 1 January 2025 per the statutory accounts. Cash acquired on consolidation of Technologies New Energy plc of €343,387 represents the cash held by TNE plc at 30 April 2025 (£297,201 at the prevailing exchange rate of approximately €1.155/£1).

TNE S.A.'s operating cash flows are presented on a direct basis per the statutory accounts. TNE plc's post-acquisition net operating outflow of €634,956 reflects administrative and listing costs paid in cash, net of amounts deferred to trade payables and accruals which remain outstanding at 31 December 2025.

The accompanying notes 1 to 22 form part of these financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2025

The 2024 comparative represents Technologies New Energy S.A. standalone. See Note 14 for definitions of each reserve.

Definitions:

Share Capital - the nominal value of issued ordinary shares of TNE plc, translated to Euros at applicable exchange rates.

Share Premium - the premium received on issue of ordinary shares above their nominal value, translated to Euros.

Reverse Acquisition Reserve - represents the difference between the equity issued by TNE plc and the net assets of TNE S.A. at the acquisition date, arising under IFRS 3.

Capital Contribution Reserve - arises from historical contributions made directly into TNE S.A. prior to the reverse takeover.

Warrant Reserve - the fair value of outstanding warrants recognised in equity.

Currency Translation Reserve - the cumulative exchange differences arising on translation of Technologies New Energy plc's GBP-denominated assets and liabilities into the Group's EUR presentation currency at closing rates, while share capital and share premium are translated at historical rates per IAS 21. The reserve of €840,594 arises because the closing ECB rate at 31 December 2025 (€1.1459/£1) differs from the historical rates at which TNE plc's equity was recognised (€1.1687/£1 at 30 June 2025 and €1.1682/£1 at 3 July 2025).

Retained Profit / (Deficit) - cumulative net profits and losses recognised in the Statement of Comprehensive Income.

The accompanying notes 1 to 22 form part of these financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2025

1.  GENERAL INFORMATION

The Group's principal activity is the development, engineering and delivery of renewable energy solutions, energy transition services and green fuel project development, conducted principally through Technologies New Energy S.A. ("TNE S.A."), a company incorporated in Portugal (NIPC: PT514711159).

Technologies New Energy plc ("TNE" or the "Company") is incorporated in England and Wales as a public limited company (registered number 13672588) with registered office at 9th Floor, 107 Cheapside, London EC2V 6DN. The Company changed its name from Codex Acquisitions plc to Technologies New Energy plc on 25 February 2025.

On 30 April 2025, the Company completed the reverse takeover of Technologies New Energy S.A., which became a wholly-owned subsidiary. The transaction is accounted for as a reverse acquisition under IFRS 3, with TNE S.A. as the accounting acquirer. In August 2025, the Group acquired Diverfuel S.A. for nil consideration; Diverfuel was substantially dormant at the date of acquisition and remains so at the year end.

2.  ACCOUNTING POLICIES

Basis of preparation

The consolidated financial statements have been prepared in accordance with UK adopted International Accounting Standards ("UK-adopted IAS") and under the historical cost convention. The consolidated financial statements are presented in Euros (€), being the functional and presentational currency of Technologies New Energy S.A. as the accounting acquirer. The parent company financial statements are presented in Pounds Sterling (£) and are included separately on pages 44 to 47. All amounts in the consolidated financial statements are rounded to the nearest Euro.

2.1  Reverse acquisition and basis of consolidation

The acquisition of TNE S.A. by TNE plc on 30 April 2025 has been accounted for as a reverse acquisition under IFRS 3. TNE S.A. is the accounting acquirer. These consolidated financial statements represent a continuation of the financial statements of TNE S.A. The comparative information for the year ended 31 December 2024 reflects the standalone results and financial position of TNE S.A. A Reverse Acquisition Reserve has been recognised in equity representing the difference between TNE plc's equity at the acquisition date and TNE S.A.'s net assets. No goodwill arises. All intra-group transactions and balances are eliminated on consolidation.

The consolidated balance sheet includes shareholder loan balances classified as non-current liabilities (Diverstock Investment S.A. suprimentos €327,013) and current liabilities (shareholder loans to TNE plc: Diverstock £451,354 and Tranergy £182,167). These instruments have been classified as financial liabilities under IAS 32 on the basis that the holders retain contractual rights to receive cash; the subordination provisions under Portuguese law (in the case of suprimentos) restrict timing of repayment but do not extinguish the obligation. The equity figure per the Statement of Changes in Equity of €(828,169) represents the correct total equity attributable to equity holders under IFRS 3 reverse acquisition accounting. The 2024 comparative balances in these consolidated financial statements have been aligned to the approved 2025 statutory accounts of Technologies New Energy, S.A. (signed by the sole director and audited by Crowe & Associados, SROC, Lda, dated 13 April 2026). This resulted in corrections to the 2024 comparative cash balance (restated from €37,777 to €17,494), trade receivables, current liabilities, and the addition of 2024 non-current borrowings of €169,013. The 2024 comparative retained deficit in the Statement of Changes in Equity has also been corrected to reflect the audited closing retained earnings position.

2.2  Going concern

The financial statements have been prepared on a going concern basis. As at 31 December 2025, the Group held total cash of approximately €762,638 (€473,805 in TNE S.A.'s accounts and £233,368 in TNE plc's accounts). Subsequent to the year end, as at 29 April 2026, the Group held total cash of approximately €401,000, comprising €335,000 in its Portuguese accounts and £57,000 (approximately €66,000 at the prevailing exchange rate) in its UK account. TNE S.A. generated a net profit of €359,948 in its standalone statutory accounts for the year ended 31 December 2025 and is forecast to continue to generate positive cash flows and operating profits. The Directors have considered the Group's cash flow forecasts, the trading performance and profitability of TNE S.A., available shareholder support and the Group's ability to access funding. Based on current forecasts, the Board believes that the funding position is sufficient to meet the Group's working capital requirements for at least the next 12 months from the date of approval of these financial statements. The Directors have not identified a material uncertainty that casts significant doubt on the Group's ability to continue as a going concern.

2.3  Foreign currency translation

The consolidated financial statements are presented in Euros. Technologies New Energy plc's functional currency is Pounds Sterling. The assets and liabilities of TNE plc are translated into Euros at the ECB reference closing exchange rate at the balance sheet date (31 December 2025: €1.1459/£1, being the ECB official reference rate of GBP 0.87260 per EUR). Share capital and share premium are translated at the historical transaction rate in accordance with IAS 21 (30 June 2025: €1.1687/£1, per the published interim accounts; 3 July 2025 subscription: €1.1682/£1). TNE plc's income and expenses are translated at the average ECB reference rate for the post-RTO period (30 April 2025 to 31 December 2025: €1.1554/£1). Exchange differences arising on translation are recognised in other comprehensive income and accumulated in the currency translation reserve within equity, in accordance with IAS 21.39(c). These differences are not recycled to profit or loss unless the foreign operation is disposed of.

2.4  Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and current and deposit balances at banks.

2.5  Inventories

Inventories are stated at the lower of cost and net realisable value.

2.6  Trade and other receivables

Due to the short-term nature of current receivables, their carrying amount is considered to be the same as their fair value.

2.7  Trade and other payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost.

2.8  Financial instruments

Financial assets are recognised at fair value on initial recognition and at amortised cost in subsequent periods. Financial liabilities are measured at amortised cost. The Group does not utilise complex financial instruments or hedging mechanisms.

2.9  Impairment

The Group applies the IFRS 9 simplified approach to calculate expected credit losses for trade receivables and other financial assets.

2.10  Revenue recognition

Revenue from consulting and advisory services is recognised over time as performance obligations are satisfied. Revenue from O&M and contracting services is recognised using the percentage-of-completion method. Revenue from service contracts is recognised on a straight-line basis over the contract term.

2.11  Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation is charged on a straight-line basis over estimated useful lives.

2.12  Earnings per share

Basic earnings/(loss) per share is calculated by dividing the profit or loss attributable to owners by the weighted average number of ordinary shares outstanding. In accordance with IFRS 3 and IAS 33, the weighted average shares for 2025 are based on TNE plc's capital structure. The comparative EPS for 2024 has been calculated as if the 158,839,050 ordinary shares in issue immediately after completion of the reverse takeover had been in issue throughout the entire comparative period. Share warrants are anti-dilutive and are excluded from the diluted EPS calculation.

2.13  Critical accounting judgements and key sources of estimation uncertainty

Reverse acquisition accounting: The identification of TNE S.A. as the accounting acquirer and the calculation of the Reverse Acquisition Reserve of €(35,706,823) are significant accounting judgements under IFRS 3.

IAS 32 classification of shareholder loans: The Directors are assessing whether the Diverstock Investment S.A. suprimentos (€327,013) and the shareholder loans to TNE plc (Diverstock £451,354 and Tranergy £182,167) meet the definition of financial liabilities or equity instruments under IAS 32. Based on the terms of these instruments as described in Note 12, the Directors have concluded that they are financial liabilities under IAS 32 as the holders have contractual rights to receive cash repayment.

Other operating income: Other operating income of €402,495 recognised in TNE S.A.'s accounts includes amounts arising in connection with the reverse takeover transaction structure. The Directors are satisfied that the amounts are appropriately presented.

2.14  Standards, amendments and interpretations

New standards effective for the period beginning 1 January 2025 have not had a material impact on these financial statements. IFRS 18 and IFRS 19 (both effective 1 January 2027) are not expected to have a material impact.

2.15  Segmental reporting

The Board, as chief operating decision-maker, considers the Group to operate as a single operating segment focused on renewable energy services and project development. Accordingly, no separate segmental disclosures are presented.

2.16  Financial Risk Management

The main financial risks are market risk, interest rate risk, foreign exchange risk, credit risk, liquidity risk and capital risk management. Further details are provided in Notes 18 and 19.

3.  REVENUE

All revenue arises from contracts with customers in the renewable energy sector, principally from operations in Portugal and Morocco. All revenue relates to TNE S.A.

4.  OTHER OPERATING INCOME

Other operating income of €402,495 represents contracted income receivable by TNE S.A. from a client under an agreement to supply services and equipment. During the year the client confirmed in writing that the advance payments received are non-refundable and TNE S.A. has no further performance obligation in respect of these amounts. The Directors have reviewed the treatment in the Portuguese statutory accounts of TNE S.A. and are satisfied that recognition as income in the period is appropriate.

5.  ADMINISTRATIVE EXPENSES - TECHNOLOGIES NEW ENERGY PLC

This note discloses the administrative expenses of Technologies New Energy plc from 30 April 2025 to 31 December 2025 (the consolidated period), translated at the average exchange rate of €1.1554/£1. Expenses incurred by TNE plc prior to 30 April 2025 are not included in the consolidated financial statements.

Legal fees include a credit of £127,007 in respect of recoveries and reversals of previously accrued amounts. TNE S.A. administrative expenses are presented within supplies and external services, staff costs and other operating expenses in the consolidated income statement.

6.  DIRECTORS AND STAFF COSTS

Directors' remuneration totalling £165,218 (2024: nil at group level) is disclosed in the Directors' Remuneration Report and represents fees for services only. Of this, £137,605 represents the post-acquisition (30 April to 31 December 2025) charge in Technologies New Energy plc's accounts, included within Note 5 Administrative Expenses (translated at €158,989 at the average rate of €1.1554:£1). The remaining £33,884 (€39,150) represents fees paid in Euros by TNE S.A. to Ricardo Guimarães Da Costa Eiras in respect of executive and operational services, included within supplies and external services in the consolidated income statement. The staff costs line of €125,922 represents solely the wages and salaries of TNE S.A. employees.

Total remuneration paid to the Directors of Technologies New Energy plc during the year was £165,218 (2024: £131,086), comprising £137,605 of Sterling-denominated fees paid by TNE plc and £33,884 translated from Euro-denominated payments (€39,150 at €1.1554:£1). This represented fees for services only; no bonuses, pension contributions, long-term incentive awards or share-based payments were made. The remuneration per Director is stated in the Directors' Remuneration Report.

The average number of employees of TNE S.A. during the year was 6 (2024: 4). Including the five directors of Technologies New Energy plc, the average headcount for the Group was 11 (2024: 4).

7.  TAXATION

The tax charge of €26,268 (2024: nil) relates entirely to Technologies New Energy S.A. and represents Portuguese corporation tax (IRC) for the year ended 31 December 2025. No deferred tax asset has been recognised at the group level due to uncertainty over recovery. Technologies New Energy plc has generated losses in the period and no deferred tax asset has been recognised.

8.  EARNINGS / (LOSS) PER SHARE

In accordance with IFRS 3 and IAS 33, the weighted average number of shares for 2025 has been calculated by time-weighting the actual share movements during the year. From 1 January to 29 April 2025 (119 days): 8,500,000 shares. From 30 April to 2 July 2025 (64 days): 158,839,050 shares (comprising the 8,500,000 opening shares, 140,000,000 vendor consideration shares, 2,000,000 subscription shares and 8,339,050 sponsor shares, all issued on 30 April 2025 on completion of the reverse takeover). From 3 July to 31 December 2025 (182 days): 159,263,550 shares (following the 424,500 share placing on 3 July 2025). The resulting weighted average is 8,500,000 × 119/365 + 158,839,050 × 64/365 + 159,263,550 × 182/365 = 109,997,409 shares. The comparative EPS for 2024 has been calculated as if the 158,839,050 ordinary shares in issue immediately after completion of the reverse takeover had been in issue throughout the entire comparative period.

9.  INVENTORIES

10.  TRADE AND OTHER RECEIVABLES

Trade receivables of €1,215 (2024: €26,234) represent amounts due from customers of TNE S.A. as at 31 December 2025. The significant reduction reflects collection of receivables outstanding at 31 December 2024. VAT and Estado receivable of €134,450 (TNE S.A. €104,553 and Diverfuel S.A. €29,897) represents the balance of Portuguese IVA refundable to TNE S.A. Other debtors of €166,577 represent sundry debtors, advances and credit card balances within TNE S.A. No material impairment provision is required.

11.  CASH AND CASH EQUIVALENTS

The 2024 comparative reflects TNE S.A. standalone only.

12.  TRADE AND OTHER PAYABLES

Current liabilities

Non-current liabilities

Trade payables of €647,548 at TNE plc represent amounts payable to professional advisers and service providers in respect of the reverse takeover and ongoing listing costs. Shareholder loans of €725,952 at TNE plc represent amounts lent to the Company by Diverstock Investment S.A. (£451,354) and Tranergy Lda (£182,167), who are shareholders of the Company. These loans are unsecured, interest free and repayable on demand, unless otherwise agreed between the parties.

The non-current liability of €327,013 represents suprimentos (supplementary shareholder contributions) advanced to TNE S.A. by Diverstock Investment S.A. under Portuguese company law. These are subordinated and unsecured. These instruments are classified as financial liabilities under IAS 32 as the holders retain contractual rights to seek repayment; the subordination provisions under Portuguese law restrict timing but do not extinguish the contractual obligation.

13.  PROPERTY, PLANT AND EQUIPMENT

All property, plant and equipment relates to Technologies New Energy S.A. and comprises principally plant and machinery. Additions of €45,633 (2024: nil) comprise €7,282 of capital expenditure on existing plant and €38,351 representing right-of-use assets recognised on commencement of two vehicle leases in 2025. The vehicle leases have a term of four years and are accounted for under IFRS 16. The associated lease liabilities are classified as short-term (within one year) as the remaining lease term at the balance sheet date falls within twelve months; accordingly they are included within trade and other payables in the consolidated statement of financial position and no separate non-current lease liability is recognised. Accumulated impairment losses of €53,313 recognised in prior periods are presented separately above and are unchanged in the year. The depreciation charge for the year of €9,664 includes €87 on existing plant and €9,577 on right-of-use assets.

14.  SHARE CAPITAL AND RESERVES

As at 31 December 2025, the Company had 159,263,550 ordinary shares of £0.10 each in issue. The Reverse Acquisition Reserve of €(35,706,823) is permanent and will not be recycled through profit or loss. The Capital Contribution Reserve of €723,128 comprises: (i) €666,817 representing the Diverstock suprimentos contribution to TNE S.A.; (ii) €47,928 representing the net assets of Diverfuel S.A. received on consolidation in August 2025 (capital contribution); and (iii) €8,383 representing the exchange difference on elimination of the intercompany loan.

15.  WARRANT RESERVE AND SHARE-BASED PAYMENTS

The Group has outstanding warrants over ordinary shares of Technologies New Energy plc. The warrants were originally issued on 2 March 2022. On 4 June 2025, pursuant to a deed of amendment dated 4 June 2025 and written consent from all affected warrant holders, the terms were amended as follows: (i) the exercise price was reduced from £0.20 to £0.10 per share; and (ii) the exercise periods were each extended by 12 months.

All 15,883,904 outstanding warrants are exercisable in two equal tranches of 7,941,952 warrants each:

The consolidated warrant reserve of €505,858 (2024: nil) represents the incremental fair value conferred on warrant holders by the modification of the warrant instrument on 4 June 2025, principally the reduction in exercise price from £0.20 to £0.10 per share and the extension of the exercise periods. The fair value was determined using the Black-Scholes option pricing model at the modification date with the following assumptions: share price £0.125 (TNE.L closing price, 4 June 2025); exercise price £0.10 (post-amendment); expected volatility 80% (derived from listed clean energy peers including ITM Power and AFC Energy); risk-free rate 4.25% (UK nominal gilt yield, 2-3 year maturity, Bank of England yield curve, 5 June 2025); remaining life to expiry 1.90 years (Tranche 1, to 30 April 2027) and 2.91 years (Tranche 2, to 30 April 2028); dividend yield nil. The incremental fair value in GBP of £432,838 has been translated at the ECB rate of €1.1687/£1 prevailing at 30 June 2025 to give a warrant reserve of €505,858. The parent company financial statements recognise a warrant reserve of £1,090,000, being the total post-amendment fair value of all outstanding warrants as recorded in the Company's legal entity books, with the corresponding debit recognised in the RTO sponsor reserve. The consolidated warrant reserve of €505,858 represents the incremental fair value arising from the modification, being the excess of the post-modification fair value over the pre-modification fair value at the modification date, determined by applying the Black-Scholes model separately at the pre- and post-modification terms. In accordance with IFRS 2, only this incremental amount is recognised as an additional charge in the consolidated financial statements. No warrants were exercised or lapsed during the year.

16.  SUBSIDIARIES

17.  CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

There were no capital commitments or contingent liabilities at 31 December 2025 (2024: nil).

18.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial assets

Financial liabilities at amortised cost

Credit risk

The Group's maximum credit risk exposure is limited to cash (€762,638) and trade and other receivables (€311,051). Cash is held with reputable financial institutions.

Liquidity risk

The table below sets out the contractual maturity profile of the Group's financial liabilities at 31 December 2025. Within 1 year: trade and other payables €1,001,841; shareholder loans (current, repayable on demand) €725,952. Total within 1 year: €1,727,793. Between 1 and 5 years: suprimentos €327,013; long-term supplier payables €5,010. Total between 1 and 5 years: €332,023. Total financial liabilities: €2,059,816. The shareholder loans of €725,952 are unsecured, interest free and technically repayable on demand; the Directors have received comfort from the relevant shareholders that these will not be called during the going concern period. Trade and other payables of €1,001,841 represent amounts payable principally to professional advisers in respect of the reverse takeover and ongoing listing costs, expected to be settled within twelve months. The Group monitors its liquidity requirements closely and believes it maintains adequate cash balances and access to equity markets to meet obligations as they fall due.

Foreign exchange risk

The Group has Euro-denominated operations and a Sterling-denominated legal parent. A 10% movement in EUR/GBP would have a material impact on reported results. The Group does not currently hedge currency exposure.

Interest rate risk

The Group has no significant exposure to interest rate risk. A small amount of interest income was received during the year (€69).

19.  CAPITAL MANAGEMENT

The Group manages its capital to ensure it can continue as a going concern while maximising returns to shareholders. The capital structure at 31 December 2025 consisted of equity of €(828,169) and non-current liabilities of €332,023. The Group monitors working capital requirements on an ongoing basis, primarily through TNE S.A.'s operating cash flows and the availability of equity capital at the plc level.

20.  RELATED PARTY TRANSACTIONS

The compensation paid to key management personnel (Directors of TNE plc) was £165,218 for the year (2024: £131,086), representing fees for services only.

José Meneses da Silva Moura's fees are paid through Diverstock Investment S.A. Diverstock Investment S.A. has also advanced shareholder loans to Technologies New Energy plc of £451,354 (€517,207) and to TNE S.A. as suprimentos of €327,013. These loans are unsecured.

Tranergy Lda has advanced shareholder loans to Technologies New Energy plc of £182,167 (€208,745). Tranergy Lda holds 8.80% of the issued share capital of the Company. These loans are unsecured, interest free and repayable on demand.

At 31 December 2025, TNE plc had advanced £167,205 to TNE S.A. by way of an intercompany loan. This balance is eliminated on consolidation.

All related party transactions were conducted on an arm's length basis.

21.  EVENTS SUBSEQUENT TO YEAR END

On 3 February 2026, the Company completed the acquisition of a 90% controlling interest in Cleversearch Lda, a project development company based in the Azores. Cleversearch is expected to support the development of a biorefinery project for the Group. As the transaction was completed after the balance sheet date, no amounts in respect of Cleversearch have been recognised in these financial statements. The consideration paid was not material.

On 20 April 2026, TNE Technologies New Energy S.A. assigned to Technologies New Energy plc, at par and without recourse, a receivable of €120,000 due from Diverfuel S.A. In consideration, the intercompany loan due from Technologies New Energy S.A. to Technologies New Energy plc was reduced from €200,000 to €80,000. The transaction forms part of an internal group financing reorganisation. No adjustment has been made to the 31 December 2025 financial statements in respect of this transaction.

No other post-balance sheet events require disclosure or adjustment in these financial statements.

22.  CONTROL

The Directors consider that no single shareholder exercises ultimate control over the Company. José Meneses da Silva Moura holds beneficial interests representing approximately 44.22% of the issued share capital. The Directors have assessed whether de facto control exists and, taking into account the Company's governance arrangements and the distribution of the remaining shareholdings, have concluded that no single party exercises control within the meaning of IFRS 10.

AS AT 31 DECEMBER 2025

These parent company financial statements are presented in Pounds Sterling (£), being the functional currency of Technologies New Energy plc.

As permitted by section 408 of the Companies Act 2006, the parent company profit and loss account has been omitted. The loss of the parent company for the year ended 31 December 2025 was £889,937 (2024: loss of £506,491).

These parent company financial statements were approved by the Board of Directors on 29 April 2026 and were signed on its behalf by:

 Julio Perez

Chief Executive Officer

Company number: 13672588

The accompanying notes form part of these parent company financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2025

All amounts in Pounds Sterling (£). The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its own profit and loss account.

Total shares in issue at 31 December 2025: 159,263,550 ordinary shares of £0.10 each (2024: 8,500,000). The parent company loss for the year of £889,937 (2024: £506,491) is included in the retained deficit. Refer to Note D for details.

The accompanying notes on pages 46-47 form part of these parent company financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2025

These notes relate solely to Technologies New Energy plc. All amounts are in Pounds Sterling (£) unless otherwise stated.

A.  INVESTMENT IN SUBSIDIARY UNDERTAKINGS

The investment in Technologies New Energy S.A. is carried at £28,633,521 at cost. This comprises: (i) the fair value of 140,000,000 ordinary shares of £0.10 each issued at a reference price of £0.20 per share (£28,000,000); and (ii) £633,521 representing additional acquisition consideration arising from the assignment to the Company, on 29 December 2025, of shareholder loan claims previously owed by TNE S.A. to Diverstock Investment S.A. (£398,998, being £451,354 less amounts already reflected as liabilities of TNE plc prior to the assignment date) and Tranergy Lda (£182,167), together with a deferred share consideration receivable assigned from Diverstock (£52,356). These amounts represent obligations assumed by the Company as part of the acquisition structure and have been capitalised as additional cost of investment in accordance with IAS 27. The Directors have assessed the carrying value against the net assets and trading performance of TNE S.A. and are satisfied that no impairment provision is required at 31 December 2025.

The investment in Diverfuel S.A. was acquired for nil consideration in August 2025. Diverfuel was substantially dormant at acquisition and at the year end, and is carried at £nil.

The additional consideration of £633,521 capitalised within the investment carrying value represents a significant accounting judgement, in particular the assessment that the loan assignment obligations assumed by the Company constitute additional cost of the investment rather than financing transactions. The Directors consider that the carrying value of £28,633,521 fairly represents the cost of the investment in TNE S.A. No impairment indicator has been identified.

B.  AMOUNTS OWED BY SUBSIDIARY UNDERTAKINGS

The intercompany loan is unsecured, interest-free and repayable on demand. The Directors consider the full amount recoverable. This balance is eliminated on consolidation.

C.  TRADE AND OTHER PAYABLES (PARENT COMPANY)

Current liabilities

Trade and other payables of £565,100 (2024: £278,903) represent amounts payable to professional advisers and service providers in respect of the reverse takeover and ongoing listing costs. Accrued liabilities of £223,110 represent further professional and advisory fees accrued but not yet invoiced.

The shareholder loans from Diverstock Investment S.A. and Tranergy Lda are classified as current financial liabilities in these financial statements in accordance with IAS 32. Both loans are unsecured, interest free and repayable on demand.

D.  SHARE CAPITAL AND RESERVES (PARENT COMPANY)

The RTO sponsor reserve of £(1,757,124) (2024: nil) represents the debit side of equity transactions connected with the reverse takeover structure: £667,124 being the nominal value of 8,339,050 sponsor/promote shares issued at nil premium on 30 April 2025, and £1,090,000 being the fair value of the warrant reserve modification recognised in June 2025 and charged against the investment in subsidiary account on reclassification. This reserve is not distributable.  The retained deficit of £(1,714,588) (2024: £(824,651)) represents accumulated losses of Technologies New Energy plc. The loss for the year of £889,937 (2024: £506,491) principally comprises professional and advisory fees connected with the reverse takeover and the Company's Main Market listing, together with Directors' remuneration.

The parent company loss for the full year (January to December 2025) was £889,937. This includes costs incurred prior to the reverse takeover completion on 30 April 2025, which are excluded from the consolidated income statement on the grounds that TNE plc is treated as the accounting acquiree under IFRS 3.