Notes to the Financial Statements

For the year ended 31 December 2025

1.  General information

European Green Transition plc ("EGT", the "Company", the "EGT Group"), was incorporated on 25 January 2024. The Company is a public limited company, incorporated in England and Wales. The Company is limited by shares and is listed on the AIM market of the London Stock Exchange. The registered address of the Company is The Walbrook Building, 25 Walbrook, London, EC4N 8AF, UK. The EGT Group comprises European Green Transition plc and its subsidiary companies.

The Financial Statements are presented in GBP ("£"), except where otherwise indicated. The registered number of the Company is 15442832.

2.  Accounting policies

Basis of preparation

Compliance with applicable law and UK-adopted IAS

The consolidated Financial Statements comprise those of the Company and its subsidiaries (together the "Group"). The consolidated Financial Statements of the Group and the individual Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards ("UK-adopted IAS") as they apply to the Group for the year ended 31 December 2025 and with the requirements of the Companies Act 2006. The Financial Statements are prepared on the historical cost basis.

Principal accounting policies

The principal accounting policies are summarised below. They have been consistently applied throughout the year covered by the Financial Statements.

Consolidation

The consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiaries as at and for the year ended 31 December 2025. Subsidiaries are entities controlled by the Group. Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three of the following elements are present: power over an investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Intergroup balances and any unrealised gains or losses or income or expenses arising from intergroup transactions are eliminated in preparing the consolidated Financial Statements.

Reverse acquisition

The acquisition of European Green Metals Ltd and its subsidiaries by European Green Transition plc on 14 March 2024 was accounted using the principles of reverse acquisition accounting. Although the Group Financial Statements were prepared in the name of the legal parent, European Green Transition plc, they were in substance a continuation of the consolidated Financial Statements of the legal subsidiary, European Green Metals Ltd. The following accounting treatment was applied in respect of the reverse accounting:

The assets and liabilities of the legal subsidiary, European Green Metals Ltd, were recognised and measured in the prior year Group Financial Statements at the pre-combination carrying amounts, without restatement to fair value. The retained earnings recognised in the Group Financial Statements reflect the prior year earnings of European Green Transition plc from its incorporation date of 25 January 2024 to that period end plus the retained earnings of European Green Metals Ltd to the prior period end. The equity structure appearing in the Group Financial Statements reflects the equity structure of the legal parent, European Green Transition plc, including the equity instruments issued in order to affect the business combination.

Comparative period

The comparative period is for the year ended 31 December 2024.

Going concern

Management believe that it is appropriate to prepare these consolidated Financial Statements on the going concern basis. In making that assessment, management are required to consider whether the Group can continue in operational existence for the foreseeable future, being a period of not less than twelve months from the date of the approval of the consolidated Financial Statements. In reaching the going concern conclusion, the cash and cash equivalents of £2,275,720 as at 31 December 2025, the post balance sheet fundraise of £7,500,000 in March 2026  (Note 27) and the Group's forecasts and projections over the foreseeable future, along with sensitivity analysis performed on the projected cashflows taking into account reasonable changes in market conditions, were considered. The Group, therefore, continues to adopt the going concern basis in preparing the consolidated Financial Statements. Further information is provided on page 14 of the Group Directors' Report.

Presentation of balances

The consolidated Financial Statements are presented in Pounds Sterling ("£") which is the functional and presentational currency of both the Company and its subsidiary European Green Metals Ltd. The functional currency of the subsidiaries European Green Metals (Ireland) Limited and Rockfleet Minerals Limited is the Euro ("€"). The functional currency of the subsidiary European Mineral Exploration AB is the Swedish Krona ("SEK").

The following table discloses the major exchange rates of those currencies utilised by the Group:

Changes in accounting policies and disclosures

Except where disclosed otherwise in this note, the accounting policies adopted in the preparation of the consolidated Financial Statements are consistent with those applied when preparing the consolidated Financial Statements for the year ended 31 December 2024.

New accounting standards, amendments and interpretations adopted by the Group

The following standards and amendments became effective for accounting periods beginning on or after 1 January 2025 and have been adopted by the Group for the first time in the consolidated Financial Statements for the year ended 31 December 2025.

These have been assessed by the Directors as having no material impact on the Group's financial position, performance or disclosures.

New standards, amendments and interpretations not yet adopted by the Group

The following standards and amendments were in issue at the balance sheet date but were not yet effective and have not been applied in preparing the consolidated Financial Statements for the year ended 31 December 2025. These standards have not yet been endorsed by the UK Endorsement Board, where applicable.

The Directors do not anticipate that the adoption of the following standards and amendments will have a significant financial or disclosure impact on the Group's Financial Statements in future periods.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of Financial Statements in conformity with UK-adopted IAS requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the period end and the reported amounts of revenues and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group's accounting policy descriptions set out the areas that involve significant estimation, uncertainty and critical judgement. The most significant of which are:

(a)   Carrying value of intangible exploration and evaluation assets - (Note 14)

The capitalisation of exploration costs relating to the exploration and evaluation phase requires management to make judgements as to the future events and circumstances of a project, especially in relation to whether an economically viable extraction operation can be established. In making such judgements, the Directors take comfort from the findings from exploration activities undertaken, and that the Company expects to be able to bring in a partner to support future development of the project.

At each reporting date, management make a judgment as to whether circumstances have changed following the initial capitalisation and whether there are indicators of impairment. If there are such indicators, an impairment review will be performed which could result in the relevant capitalised amount being written off to the income statement. The Directors assess the impairment indicators as presented within IFRS 6 Exploration for and Evaluation of Mineral Resources.

In the current year an impairment charge of £nil (2024: £nil) was made to Intangibles Assets and charged to the Consolidated Statement of Comprehensive Income (Note 14).

(b)   Investment in subsidiaries and recoverability of intercompany receivables (Note 15 and 17)

In addition, the Company has also considered its investment in subsidiaries and loans to subsidiaries. In the current year and at this stage of the Company's development, the Company sees no requirement for impairment of its investment in or loans to its subsidiaries, given the early stage nature of the underlying exploration assets, the fact we have recently completed our first drill programme and we have recently renewed our key exploration licences.

Employee benefits

All employee benefit costs, notably bonuses and contributions to personal pension plans are charged to the Consolidated Statement of Comprehensive Income on an accruals basis.

Financial instruments

Financial instruments are classified on initial recognition as financial assets, financial liabilities or equity instruments in accordance with the substance of the contractual arrangement. Financial instruments are initially recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.

Financial assets

Cash and cash equivalents

Cash and cash equivalents comprise of current bank account balances and short-term deposits with a maturity of three months or less. Amounts are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade and other receivables

Trade and other receivables have fixed or determinable payments that are not quoted in an active market, are measured at initial recognition at fair value, and are subsequently measured at amortised costs using the effective interest method less impairment. Trade and other receivables are reduced by appropriate allowances for estimated irrecoverable amounts. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets

At each Statement of Financial Position date, financial assets are assessed for indicators of impairment. Financial assets are impaired if indications exist that events have occurred after the initial recognition of the financial asset that estimated future cash flows have been impacted. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any impairment loss arising from the review is charged to the Statement of Comprehensive Income whenever the carrying amount of the asset exceeds its recoverable amount.

IFRS 9 requires the Company to make an assessment of expected credit losses relating to loans to subsidiary companies. An expected credit loss model has been used which takes into account the probability of default, the exposure at default and the loss given default at the year end. The Company defines default as the performance against plans, forecasts and the overall progress towards monetisation.

The Company does not expect loans to be recalled within the next 24 months and nor would amounts be available to repay on demand and therefore the Company has considered this in calculating the expected credit loss. The probability of default is considered to be low when considering the performance of the subsidiary companies. The potential recoverable amount has been estimated based on a probability weighted cashflow model. Cashflow assumptions include forecast future licence payments, the amount and timing of which are uncertain. The Company does not believe that there is a significant risk of default and therefore has not recognised a loss provision in the current year.

Financial liabilities

Trade and other payables

Trade and other payables are initially measured at their fair value and are subsequently measured at their amortised cost using the effective interest rate method except for short-term payables when the recognition of interest would be immaterial.

Foreign currency translation

The Company translates foreign currency transactions into its functional currency, £, at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of exchange prevailing at the Statement of Financial Position date. Exchange differences arising are taken to the Statement of Comprehensive Income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

On consolidation, exchange differences arising from the translation of the net investment in foreign subsidiaries (listed below) are taken to Other Comprehensive Income. When a foreign subsidiary is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the Statement of Comprehensive Income as part of the gain or loss on sale.

EGT and European Green Metals Ltd have a functional currency of GBP(£), Rockfleet Minerals Limited and European Green Metals (Ireland) Limited have a functional currency of Euro(€) and European Mineral Exploration AB has a functional currency of Swedish Krona (SEK).

Intangible assets - Exploration for and Evaluation of Mineral Resources

Exploration expenditure relates to the initial search for deposits with economic potential. Evaluation expenditure arises from a detailed assessment of deposits that have been identified as having economic potential. The costs of exploration assets include the cost of acquiring the right to explore. Costs incurred in relation to evaluating the technical feasibility and commercial viability of extracting resources are capitalised as part of exploration and evaluation assets. Exploration costs are capitalised until technical feasibility and commercial viability of extraction of reserves are demonstrable. At that point, all costs which have been capitalised to date and included in exploration and evaluation assets, are assessed for impairment. All impairment losses are recognised immediately in the Statement of Comprehensive Income. If assets are not impaired, then they are reclassified as either tangible assets or intangible assets and amortised over their useful life.

Impairment of intangible assets - Exploration for and Evaluation of Minerals Resources

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. The Group reviews and tests for impairment indicators on an ongoing basis and specifically if the following occurs:

•     the period for which the Group has a right to explore in the specific area has expired during the year or will expire in the near future, and is not expected to be renewed;

•     substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

•     exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities in the specific area;

•     sufficient data exists to indicate that although a development in the specific area is likely to proceed the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Where an impairment indicator is met, the Group performs a full impairment assessment under IAS 36.

Investment in subsidiaries

Investments in subsidiaries are stated at cost less impairment. Investment in subsidiaries are subject to annual impairment review, with any impairment charge being recognised in the Statement of Comprehensive Income. The Group determines whether an investment is a business combination by applying the definition in IFRS 3, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the Group accounts for the transaction as an asset acquisition. Frequently, the acquisition of mining exploration assets is effected through a non-operating corporate structure. As these structures do not represent a business, it is considered that the transaction does not meet the definition of a business combination. Accordingly, the transaction is accounted for as the acquisition of an asset. The net assets acquired are recognised at cost. When IFRS 3 guidance was applied to the acquisition of Rockfleet Minerals Limited, European Mineral Exploration AB and Olree AB (since liquidated) the indicators point to the acquisition being that of assets (primarily mining exploration permits) as opposed to an acquisition of a business. After reviewing the characteristics of the acquisition, the Group has determined that the appropriate accounting treatment of these acquisitions is an asset acquisition.

Impairment of investment in subsidiaries

At each Statement of Financial Position date, the Company reviews the carrying amounts of its investment in subsidiaries to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Any impairment loss arising from the review is charged to the Statement of Comprehensive Income whenever the carrying amount of the asset exceeds its recoverable amount.

The Group assesses each asset annually to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. These assessments require the use of estimates and assumptions such as discount rates, future capital requirements, general risks affecting the green energy industry and other risks specific to the individual asset. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Fair value is generally determined as the present value of estimated future cash flows arising from the continued use of the asset, using assumptions that an independent market participant may take into account. Cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Assets are grouped into the smallest group that generate cash inflows are independent of other assets.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any provision for impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the asset and bringing the asset to its working condition for its intended use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only where it is probable that future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of the replaced asset is derecognised. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred. Any borrowing costs associated with qualifying property, plant and equipment are capitalised and depreciated at the rate applicable to that asset category.

Depreciation on assets is calculated using the straight-line method to allocate their cost to its residual value over their estimated economic useful lives, as follows:

Computer Equipment                                three years

Office Equipment                                       three years

The assets' residual values and useful economic lives are reviewed regularly, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying value is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on the disposal of assets are determined by comparing the proceeds with the carrying amount and are recognised in Administration Expenses in the Statement of Comprehensive Income.

Taxes

Tax comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the reporting date. Deferred tax assets or liabilities are recognised where the carrying value of an asset or liability in the Statement of Financial Position differs to its tax base and is accounted for using the statement of financial position liability method. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. There is no deferred tax asset recognised for the Group or Company as the Company is still pre-revenue, and thus not considered probable that future trading profits would be generated in which this asset could be offset.

Share capital

Ordinary Shares are classified as equity. Proceeds in excess of the nominal value of shares issued are allocated to the share premium account and are also classified as equity. Incremental costs directly attributable to the issue of new Ordinary Shares or options are deducted from the share premium account.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Exceptional items

These are items of an unusual or non-recurring nature incurred by the Group and include transactional costs and one-off items relating to business combinations, such as acquisition expenses, restructuring costs, IPO costs etc.

3.  Segmental information

The Board considers there to be only a single operating segment up to 31 December 2025: Green Energy projects. As at this date all areas of the business were engaged in the development of a range of Green Energy projects. Performance information was reported as a single business unit to the executive management team, who was responsible for reviewing the Group's management information. The Executive Chair and Chief Financial Officer are considered to be the chief operating decision makers.

The Group did not generate revenue during the year or prior year.

Location of non-current assets

Non-current assets consist of intangible assets and tangible assets. Intangible assets are classified under the location where the project is located.

4.  Administrative costs

There were no short-term lease payments expensed during year ended 31 December 2025 (2024: £Nil).

5.  Exceptional items

6.  Auditor remuneration

Services provided by the Company's auditor and its associates. During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates:

7. Directors' emoluments

8.  Employee benefit expense (including Note 7)

9. Average number of people employed

10.  Net finance costs

*All convertible debt securities converted to ordinary shares in EGT on date of IPO 8 April 2024.

11.  Taxation

The tax charge on the Group's loss before tax differs from the theoretical amount that would arise using the standard tax rate applicable to the loss of the consolidated entities as follows:

See Note 20 for details on deferred tax asset.

12.  Loss per share

Basic and diluted

Basic loss per share is calculated by dividing the (Loss) attributable to equity holders of the Company for the year by the weighted average number of ordinary shares in issue during the year.

On incorporation of EGT on 25 January 2024, 2000 shares @ £0.0005 per share were issued. These shares were later converted to 400 shares @ £0.0025 per share when EGT acquired European Green Metals Ltd ("EGM") and its subsidiaries in March 2024.

On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT acquired EGM by issuing 1 EGT share for each 1 EGM share in issue. 56,307,702 EGT shares @ £0.0025 per share were issued as a result.

Convertible debt securities (Note 21) were converted to equity on admission of EGT to AIM on the London Stock exchange on 8 April 2024. 23,691,900 EGT shares @ £0.01 per share were issued as a result.

The Company issued a further 64,620,890 shares @ £0.01 per share as part of a fundraise on admission of EGT to AIM on the London Stock Exchange on 8 April 2024.

EGT adopted an Employee Performance Incentive Plan ("EPIP") for a number of key senior management on admission of EGT to AIM on the London Stock Exchange on 8 April 2024. Due to the losses in the year, the effect of the share options noted in Note 23 are considered to be anti-dilutive. The weighted average number of potentially dilutive shares at 31 December 2025 was 1,300,000 (2024: 1,684,153).

13.  Property, plant and equipment

The Company has no property, plant or equipment.

14.  Intangible fixed assets

The Group reviews the carrying amounts of its intangible assets to determine whether there are any indications that those assets have suffered an impairment loss. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Impairment indications include events causing significant changes in any of the underlying valuation assumptions used.

In the current year an impairment charge of £nil (2024: £nil) was made to the Consolidated Statement of Comprehensive Income.

The Company has no intangible fixed assets.

15.  Investments in subsidiaries

On 14 March 2024, EGT and EGM completed a share exchange agreement whereby EGT acquired EGM by issuing 1 EGT share for each 1 EGM share in issue. 56,308,102 EGT shares @ £0.0025 per share were issued as a result.

The investment in EGM is recorded at cost, which is the fair value of the consideration paid. Following review an impairment provision of Nil (2024: Nil) has been made to the investment in subsidiaries.

All the subsidiaries are included in the consolidation. The proportions of voting shares held by the Parent Company do not differ from the proportion of Ordinary Shares held. The subsidiaries are listed below:

16.  Financial instruments

The Group's financial instruments comprise investments, cash at bank, and various items such as debtors and creditors. The Group has not entered into derivative transactions, nor does it trade financial instruments as a matter of policy. A detailed description of how risk management is carried out by the Directors of the Group is contained in the strategic report on pages 5 and 6.

Financial instruments by category

(a) Assets

Assets in the analysis above are all categorised as 'other financial assets at amortised cost' for the Group and Company. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

(b) Liabilities

Liabilities in the analysis above are all categorised as 'other financial liabilities at amortised cost' for the Group and Company.

(c)  Credit quality of financial assets and liabilities

The Group is exposed to credit risk from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

The Group's maximum exposure to credit risk, due to the failure of counter parties to perform their obligations as at 31 December 2025 and 31 December 2024, in relation to each class of recognised financial assets, is the carrying amount of those assets as indicated in the accompanying Statement of Financial Position.

Cash at bank

The credit quality of cash has been assessed by reference to external credit ratings, based on reputable credit agencies' long-term issuer ratings:

Foreign currency risk

The Group incurs costs denominated in foreign currencies (including Euros and Swedish Krona) which gives rise to short term exchange risk. The Group does not currently hedge against these exposures as they are deemed immaterial and there is no material exposure as at the year end.

Market risk

Market risk is the risk that changes in market prices, such as commodity prices, interest rates, foreign exchange rates, and equity prices will affect the Group's value of its holdings in financial instruments.

17.  Trade and other receivables

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

The carrying amounts of the Group's trade and other receivables denominated in all currencies were as follows:

18.  Cash and cash equivalents

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

The Directors consider that the carrying amount of cash and cash equivalents approximates to its fair value.

19.  Trade and other payables

The fair value of trade and other payables approximates to their book value. All balances are due within 1 year.

20.  Deferred income tax

Deferred tax assets

Deferred income tax assets are recognised to the extent that the realisation of the related tax benefit through future taxable profits is probable. There is no deferred tax asset recognised for the Group or Company's accumulated tax losses of £2.9m and £1.2m respectively as the Group and Company are still pre-revenue.

21.  Borrowings

During 2022, 2023 and 2024, EGM issued convertible debt securities ("CDS") to a collective of high-net-worth investors.

Following novation of all CDSs from EGM to EGT in March 2024, EGT was admitted to trading on AIM on 8 April 2024 and consequently all CDSs were converted into ordinary shares in EGT at this date. (Note 12)

22.  Share capital

The share capital of European Green Transition plc consists only of fully paid ordinary shares. All shares are equally eligible to share in declared dividends, appoint Directors, receive notice of, attend, speak and vote at any general meeting of the Company.

Other reserves

Group and Company

Share premium

Share premium is the difference between the nominal value of share capital and the actual cash received on fundraising less any costs associated with the fund-raising.

Share option reserve

A share option reserve was created in 2024, following the Company adopting an Employee Performance Incentive Plan for a number of key senior management, which granted them share options in EGT following its admission to AIM on 8 April 2024. (Note 23)

Reverse acquisition reserve

The reverse acquisition reserve resulted from the reverse acquisition of European Green Transition plc by European Green Metals Ltd in 2024.

Foreign currency reserve

The presentation currency of the Group is GBP£. This reserve arises from the translation of the subsidiaries which are denominated in Euro and SEK into GBP£ on consolidation.

The Euro denominated subsidiaries are Rockfleet Minerals Limited and European Green Metals (Ireland) Limited. The SEK denominated subsidiary is European Mineral Exploration AB.

Retained Earnings

For the Group and Company, earnings reflect the earnings of European Green Transition plc.

23.  Share based payments

In 2024 an Employee Performance Incentive Plan was launched granting 2,300,000 share options in EGT to 2 Executive Directors and a member of the senior management team. 1,000,000 share options lapsed when an Executive Director left the Company on 30 June 2025 and 1,300,000 remain active.

The value of the share options is measured by the use of a Black Scholes Model. The inputs into the Black Scholes Model on granting of the share options were as follows:

No share options have been exercised to date as the vesting criteria have not been met.  The share-based payment charge for the year ending 31 December 2025 was £7,806 (2024: £24,483).

24.  Cash used in operations

25.  Related Party Disclosures

Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Company. In the opinion of the Board, the Company's key management are the Directors of European Green Transition plc.

Directors

The Directors' emoluments charged during 2025 were £396,036 (2024: £443,136).(Note 7).

Group

Raglan Professional Services Limited, a company controlled by Cathal Friel, Executive Chair, invoiced the Group in 2025 for services in relation to business development opportunities for £19,321 (2024: £105) and  in relation to consultancy services for £168,000 (2024: £124,586).There was a balance of £28,000 outstanding to Raglan Professional Services Limited at year end (2024: £28,170).

Poolbeg Pharma (Ireland) Limited, a company in which Cathal Friel is Executive Chair, invoiced the Group in 2025 for services in relation to shared office and staff costs of £161,338 (2024: £110,664). There was a balance of £15,243 outstanding to Poolbeg Pharma (Ireland) Limited at year end (2024: £35,248).

Mitaks Investment & Management AB, a company controlled by Daniel Akselson, Non-Executive Director of EGT, invoiced the Group in 2025 in relation to consultancy services for £14,667 (2024: £25,000). There was a balance of £5,500 outstanding at year end to Mitaks Investment & Management AB (2024: £nil).

There were no other related party transactions during the year.

Company

At 31 December 2025 the Company was owed £3,904,662 (2024: £3,608,513) by its subsidiaries.

26.  Capital commitments

The Group had no capital commitments at 31 December 2025 or at 31 December 2024.

The projects are all held under exploration licences, with key licences renewed in 2025 as outlined in the Strategic Report on pages 2 to 7. Further renewals are due in the coming years and these renewals will incur associated renewal fees. There are various specific costs relating to the continuance of business activities including staffing and consultancy costs, office costs and various sundry items including warehousing commitments for core storage.

No provision has been made in the Financial Statements for these amounts as the expenditure items are expected to be incurred in the normal course of business operations. Furthermore, whilst maintaining the current portfolio of exploration interests is the intent of the Group, should activities be ceased in any project, aside from modest exit costs, the costs of that project would cease.

27.  Post balance sheet events

The following events have taken place since the year end:

1.            Acquisition of Wind Energy Services Business ("Acquisition")

On 25^th February 2026, European Green Transition plc announced it had entered into a share purchase agreement to acquire an established onshore wind turbine operating, maintenance, repairing, and remote monitoring business in the UK and Ireland. The Business was acquired from the court-appointed liquidators of Arena Capital Partners (in liquidation) for a consideration of £3.5 million in cash. The Consideration was satisfied through existing cash resources and short-term bridging facilities.

The Acquisition was completed on 26^th February 2026 via a new 100% subsidiary of European Green Transition plc named EGT Wind Limited which was incorporated on 19 February 2026, with company number 17042227.

The Wind Energy Services business acquired included a 100% interest in Earthmill Maintenance Ltd, based in Harrogate, England and an 85% interest in WEP Wind Energy Partnership Ltd, based in the Republic of Ireland, and its 100% owned subsidiary Silverford Engineering Ltd, based in Northern Ireland. This Acquisition provides a broad operational footprint to serve over 900 wind turbines across the UK and Ireland. The Acquisition also included a 52% interest in Anemos Analytics Ltd, which is a complementary condition monitoring software technology based in Scotland. This 52% interest in Anemos Analytics Ltd has been increased to a 79% interest in May 2026.

A summary of the combined balance sheets of the Wind Energy Services business acquired is included below.

Details of the approximate indicative net assets acquired, and purchase price allocation are as follows:

The Acquisition completed on 26^th February 2026. Between the acquisition date and 28^th February 2026 no significant transactions were entered into and the balance sheet at 28^th February 2026 (above) is representative of the fair values acquired at the acquisition date.

The Group has not yet completed a full purchase price allocation exercise under IFRS 3. The Group has 12 months to finalise the purchase price allocation and adjust the provisional amounts stated above accordingly.

2.            Fundraise

On 11^th March 2026, European Green Transition plc announced a proposed fundraise to raise gross proceeds of approximately £7.5 million before expenses by the issue of new ordinary shares of £0.0025 per share in the Company at a price of £0.06 per Ordinary Share via a placing and a subscription. 

On 12^th March 2026, European Green Transition plc announced the Company had conditionally raised gross proceeds of £7.5 million in aggregate, via the placing of 64,778,653 new Ordinary Shares of £0.0025 per share by way of a placing and 60,221,347 new Ordinary Shares of £0.0025 per share by way of a subscription, at the Issue Price of £0.06 per Ordinary Share.

The placing shares and subscription shares represented in aggregate 86% of the issued ordinary share capital of the Company prior to the placing and subscription.

On 13^th March 2026, a notice of General Meeting of European Green Transition plc and explanatory circular was distributed to all shareholders seeking approval of the fundraise.

On 30^th March 2026, a General Meeting of European Green Transition plc took place at which all resolutions set out in the circular were duly passed.

On 31^st March 2026, 125,000,000 new European Green Transition plc shares were admitted to trading on the AIM market.

28.  Ultimate controlling party

At 31 December 2025 there was no one ultimate controlling party of EGT plc.