6-K 1 form6-k.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-41975

ENERGYS GROUP LIMITED

(Translation of registrant’s name into English)

Franklyn House, Daux Road

Billingshurst, West Sussex

RH149SJ

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

ENERGYS GROUP Limited

AND SUBSIDIARIES

Unaudited Financial Results For the Six-Month Period Ended December 31, 2024

Cautionary Note Regarding Forward-Looking Statements and Preliminary Notes

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes for the fiscal years ended June 30, 2023 and 2024, which are included in Post-Effective Amendment 1 to the Registration Statement on Form F-1 filed with the SEC on December 2, 2024 (the “Registration Statement”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our current plans, expectations, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” in the Registration Statement and the following:

	●	the deterioration of market conditions, including our dependence on customers’ capital budgets for sales of our energy-saving products and services, and adverse impacts on costs and the demand for our energy-saving products as a result of factors beyond our control;

	●	our ability to manage general economic, business and geopolitical conditions;

	●	our ability to successfully launch, manage and maintain our refocused business strategy to successfully bring to market new and innovative energy-saving products and service offerings;

	●	price fluctuations (including as a result of tariffs), shortages or interruptions of component supplies and raw materials used to manufacture our products;

	●	the availability of additional debt financing and/or equity capital to pursue our evolving strategy and sustain our growth initiatives;

	●	our risk of potential loss related to single or focused exposure within our current customer base and product offerings;

	●	our ability to manage our inventory and avoid inventory obsolescence in a rapidly evolving LED market;

	●	our reliance on third parties for the manufacture of product components, as well as the provision of certain services;

	●	our increasing emphasis on selling more of our products through third-party distributors and sales agents, including our ability to attract and retain effective third-party distributors and sales agents to execute our sales model;

	●	the reduction or elimination of investments in, or incentives to adopt, LED lighting or the elimination of, or changes in, policies, incentives or rebates in certain jurisdictions that encourage the use of LEDs over some traditional lighting technologies;

	●	our failure to comply with the covenants in any of our or our Operating Subsidiaries’ credit or loan agreements;

	●	the cost to comply with, and the effects of, any current and future industry and government regulations, laws and policies; and

	●	potential warranty claims in excess of our reserve estimates, including legal, regulatory and other proceedings arising out of our operations.

The forward-looking statements made in this Report on Form 6-K relate only to events or information as of the date on which the statements are made. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report completely and with the understanding that our actual future results or performance may be materially different from what we expect.

As used this Report, the terms “the Company,” “we,” “our” or “us” refer solely to Energys Group Limited, a company with limited liability organized under the laws of the Cayman Islands. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands and the British Virgin Islands is the U.S. dollar (“US$”). The functional currency of the Company’s United Kingdom subsidiaries is the GBP, and the functional currency of its Hong Kong subsidiaries is the Hong Kong dollar (“HK$”). Capital accounts in our financial statements are translated into U.S. dollars from GBP at their historical exchange rates when the capital transactions occurred. Unless otherwise noted, all translations from GBP to U.S. dollars and from U.S. dollars to GBP in this Report were calculated at the noon buying rate of US$1 = GBP0.7987 on December 31, 2024 as published in H.10 statistical release of the Board of Governors of the Federal Reserve System. The Company makes no representation that the GBP or U.S. dollar amounts referred to in this Report could have been or could be converted into U.S. dollars or GBP, as the case may be, at any particular rate or at all.

All amounts included herein with respect to the six-month periods ended December 31, 2023 and 2024 (“Interim Financial Statements”) are derived from our unaudited interim condensed consolidated financial statements for the six-month periods ended December 31, 2023 and 2024 included elsewhere in this Report. These Interim Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our subsidiary, ECSL, is an energy service company (“ESCO”) founded in the United Kingdom with over 23 years of experience in energy-saving products and applications, including product distribution, research and development, sales and services. Through ECSL, we principally provide end-to-end customized solutions and services involving the retrofitting of existing infrastructures to reduce CO₂ emissions and to reduce costs for the customer.

Our revenues were GBP5,050,459 (US$6,435,800) and GBP4,307,291 (US$5,393,159) for the six-month periods ended December 31, 2023 and 2024, respectively. Our revenues were GBP6,005,563 (US$7,632,470) and GBP9,601,471 (US$12,136,259) for the years ended June 30, 2023 and 2024, respectively. We recorded net losses of GBP645,082 (US$822,028) and GBP292,532 (US$366,279) for the six-month periods ended December 31, 2023 and 2024, respectively. We recorded net losses of GBP2,284,466 (US$2,903,328) and GBP1,109,005 (US$1,401,827) for the years ended June 30, 2023 and 2024, respectively.

Key Factors Affecting the Results of Our Group’s Operations

Our results of operations and financial condition have been, and are expected to continue to be, affected by a number of factors which are set forth below:

	●	Our ability to deliver products to our customers in a timely manner and to satisfy our customers’ fulfillment standards, which abilities are themselves subject to several factors, some of which are beyond our control;

	●	Our ability to enter into new sales contracts with our customers; and

	●	Our ability to compete successfully in the global marketplace, which will require us to develop and introduce innovative new products to meet changing consumer preferences.

Recent Events

Initial Public Offering

On April 2, 2025, we completed our initial public offering (the “Initial Public Offering”). In the Initial Public Offering, we issued 2,250,000 Ordinary Shares at a price of US$4.50 per share. We received gross proceeds in the amount of US$10,125,000, before deducting underwriting discounts, commissions, indemnity escrow retention and other related expenses, and net proceeds of US$8,580,000. The Ordinary Shares began trading on April 1, 2025 on the Nasdaq Capital Market under the ticker symbol “ENGS”.

Results of Operations

Six-month period ended December 31, 2024 compared to six-month period ended December 31, 2023

The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.

SUMMARY OF RESULTS OF OPERATIONS

FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 2024 AND 2023

	For the six months ended December 31,
	2023			2024			2024
	GBP			GBP			US$
Revenues		5,050,459			4,307,291			5,393,159
Cost of revenues		(4,002,689	)		(3,028,944	)		(3,792,541	)
Gross profit		1,047,770			1,278,347			1,600,618

Operating expenses:
Selling and marketing expenses		(47,945	)		(89,494	)		(112,055	)
Employee compensation and benefits		(672,140	)		(649,882	)		(813,717	)
Depreciation		(68,223	)		(70,312	)		(88,038	)
General and administrative expenses		(461,536	)		(444,798	)		(556,932	)
Research and development expenses		(121,773	)		(54,876	)		(68,710	)
(Provision for) reversal of expected credit losses		(3,636	)		36,770			46,040
Total operating expenses		(1,375,253	)		(1,272,592	)		(1,593,412	)

(Loss) gain from operations		(327,483	)		5,755			7,206

Other income (expenses):
Other income, net		29,384			40,518			50,733
Interest expense		(243,777	)		(285,292	)		(357,214	)
Interest expense – related party		(7,430	)		(60,725	)		(76,034	)
Fair value change on promissory notes		(81,133	)		-			-
Exchange loss, net		(14,643	)		7,212			9,030
Total other expenses, net		(317,599	)		(298,287	)		(373,485	)

Loss before income tax expense		(645,082	)		(292,532	)		(366,279	)

Income tax expense		-			-			-

Net loss		(645,082	)		(292,532	)		(366,279	)

Revenues

Revenues decreased by approximately GBP743,168 (US1,042,641), or 15%, to approximately GBP4,307,291 (US$5,393,159) for the six-month period ended December 31, 2024 compared to approximately GBP5,050,459 (US$6,435,800) for the six-month period ended December 31, 2023.

The decrease in revenue resulted from management’s strategic shift of the Company’s focus toward tendering for projects with higher profit margins, which, although it resulted in lower revenue, also resulted in a lower cost of revenue and a higher gross profit margin.

In the six-month period ended December 31, 2023, approximately GBP4,859,826 (96%) of total revenue came from supply & fit projects. For the six-month period ended December 31, 2024, approximately GBP4,183,675 (97%) of total revenue came from supply & fit projects.

Revenues by geographic location

Our revenues are primarily derived from our operations in the United Kingdom, with the balance being derived from our operations in Hong Kong. The following table sets forth our revenues in the United Kingdom and Hong Kong for the six-month periods ended December 31, 2023 and 2024.

	For the six month periods ended December 31,
	2023		2024		2024
	GBP		GBP		US$
The United Kingdom		4,901,183		4,217,370		5,280,569
Hong Kong		149,276		89,921		112,590
Total		5,050,459		4,307,291		5,393,159

Cost of revenues

Cost of revenues consisted of the cost of materials for our lighting fixtures and components, the costs of labor directly incurred for installation services in the customers’ facilities and other indirect costs. Cost of revenues decreased by GBP973,745 (24%) to $3,028,944 (US$3,792,541) for the six-month period ended December 31, 2024 compared to $4,002,689 (US$5,100,627) for the six-month period ended December 31, 2023. Our business model and cost structure remain the same in both six-month periods ended December 31, 2024 and 2023. The decrease in cost of revenues was attributable to the decrease in revenue.

Gross profit and gross profit margin

As a result of the foregoing, gross profit for the six-month period ended December 31, 2024 was approximately GBP1,278,347 (US$1,600,618) compared to approximately GBP1,047,770 (US$1,335,173) for the six-month period ended December 31, 2023. Gross profit for the six-month period ended December 31, 2024 increased by GBP230,577 despite the drop in revenue of GBP743,168, or 15%, due to the GBP973,745, or 24%, drop in cost of revenue. Our gross margin increased from 21% for the six-month period ended December 31, 2023 to 30% for the six-month period ended December 31, 2024 due to our slight change of product mix to increase margins, as well as the improvement of delivery efficiency. Management expects that an approximately 30% gross profit margin will be sustainable.

Selling and marketing expenses

Selling and marketing expenses primarily consisted of transportation and distribution costs of delivering materials to the customers’ premises and our marketing and promoting expenses. Selling and marketing expenses increased by approximately GBP41,549 (US$50,959), or 87 %, to approximately GBP89,494 (US$112,055) for the six-month period ended December 31, 2024 compared to approximately GBP47,945 (US$61,096) for the six-month period ended December 31, 2023. This increase resulted from an increase in online marketing.

Employee compensation and benefits

Employee compensation and benefits decreased by GBP22,258 (US$42,791), or 3%, from approximately GBP672,140 (US$856,508) for the six-month period ended December 31, 2023 to approximately GBP649,882 (US$813,717) for the six-month period ended December 31, 2024. This decrease was in line with our budget expectations.

General and administrative expenses

General and administrative expenses were primarily comprised of the following items during the six-month periods ended December 31, 2023 and 2024:

	For the six-month periods ended December 31,
	2023		2024		2024
	GBP		GBP		US$
Audit fee		117,569		147,031		184,098
Transportation expenses		56,808		64,974		81,354
Computer software, licenses and supporting fee		26,104		41,565		52,044
Bank charges		6,847		10,043		12,575
Professional fees		36,822		17,652		22,102
Entertaining		2,831		3,170		3,969
Insurance		21,705		18,180		22,763
Office utilities		22,768		23,444		29,354
Office supply and sundry expenses		55,025		30,944		38,745
Rent and Rates		115,057		87,795		109,928
Total		461,536		444,798		556,932

General and administrative expenses slightly decreased by GBP16,738 (US$31,203), or 4%, from approximately GBP461,536 (US$588,135) for the six-month period ended December 31, 2023 to approximately GBP444,798 (US$556,932) for the six-month period ended December 31, 2024. This decrease was in line with our budget expectations.

Research and development expenses

Research and development expenses decreased by GBP66,897 (US$86,465), or 55%, from approximately GBP121,773 (US$155,175) for the six-month period ended December 31, 2023 to approximately GBP54,876 (US$68,710) for the six-month period ended December 31, 2024. Our lower research and development expenses resulted from deferring some research and development activities.

Expected credit loss allowance

The expected credit loss allowance was reversed from an expense of approximately GBP3,636 (US$4,633) in the six-month period ended December 31, 2023 to a credit of approximately GBP36,770 (US$46,040) for the six-month period ended December 31, 2024. The decrease in the recognition of expected credit loss resulted from the receivables recovery during the six-month period ended December 31, 2024.

Other income, net

	For the six-month periods ended December 31,
	2023		2024		2024
	GBP		GBP		US$
Rental income⁽¹⁾		29,365		28,258		35,382
Gain on disposal of equipment		-		12,189		15,262
Other income		19		71		89
Total		29,384		40,518		50,733

⁽¹⁾	The Company’s subsidiary leased part of its office to an independent third party for the storage of goods. The period of the lease is less than one year.

Other income, net increased by GBP11,134 (US$13,309), or 38%, from GBP29,384 (US$37,444) for the six-month period ended December 31, 2023 to GBP40,518 (US$50,733) for the six-month period ended December 31, 2024. This increase was mainly due to the gain on the disposal of equipment of GBP12,189 (US$15,262) during the six-month period ended December 31, 2024.

Interest expense

Interest expense increased by GBP41,515 (US$46,559), or 17%, from approximately GBP243,777 (US$310,655) for the six-month period ended December 31, 2023 to approximately GBP285,292 (US$357,214) for the six-month period ended December 31, 2024. The increase was mainly due to an increase in interest rates.

Fair value loss on Promissory Notes

The fair value loss on Promissory Notes was approximately GBP81,133 (US$103,388) and GBP Nil, respectively, for the six-month periods ended December 31, 2023 and 2024. In April 2024, all the Promissory Notes were exchanged for an aggregate of 1,296,000 Preferred Shares issued by the Company.

Loss before income tax expense

As a result of the above, the Company recorded a loss before income tax expense of approximately GBP645,082 (US$822,028) and GBP292,532 (US$366,279) for the six-month periods ended December 31, 2023 and 2024, respectively. This represents an improvement of GBP352,550 (US$455,749), or 55%.

Net loss

The Company realized net losses of approximately GBP645,082 (US$822,028) and GBP292,532 (US$366,279) for the six-month periods ended December 31, 2023 and 2024, respectively, after an income tax expense of approximately GBP Nil for both six-month periods. This represents an improvement of GBP352,550 (US$455,749), or 55%.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Liquidity and Capital Resources

Our liquidity and working capital requirements are primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through financial support from our shareholders or loans from banking facilities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including cash generated from operations, loans from banking facilities, the net proceeds from our Initial Public Offering and other equity and debt financings as and when appropriate.

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this Report, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash generated from operations and other available sources of financing from banks and other financial institutions.

The following table summarizes our cash flows for the six-month periods ended December 31, 2023 and 2024:

	For the six-month periods ended December 31,
	2023			2024			2024
	GBP			GBP			US$
Net cash used in operating activities		(1,116,220	)		(194,566	)		(243,617	)
Net cash (used in)/generated from investing activities		(23,596	)		4,772			5,975
Net cash generated from financing activities		922,572			77,804			97,419
Net cash inflow (outflow)		(217,244	)		(111,990	)		(140,223	)

Net cash used in operating activities

During the six-month period ended December 31, 2024, net cash used in operating activities was approximately GBP194,566 and primarily reflected our net loss of GBP292,532 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of GBP70,312 and reversal of expected credit losses of GBP36,770. Change in operating activities included cash flows that resulted from (i) a decrease in contract assets of GBP513,833; and (ii) an increase in accruals and other payables of GBP340,961, offset by a decrease in accounts payable of GBP392,922.

For the six-month period ended December 31, 2023, net cash used in operating activities of GBP1,116,220 primarily resulted from a net loss of GBP645,082 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items mainly consisted of a fair value loss on promissory notes of GBP81,133 and depreciation of property and equipment of GBP68,223. Change in operating activities included cash flows that resulted primarily from a decrease in contracts receivable of GBP458,291 and contract assets of GBP281,502.

Net cash used in / generated from investing activities

Our cash flows used in investing activities consisted of purchase of property and equipment and proceeds from the disposal of property and equipment.

For the six-month period ended December 31, 2023, our net cash used in investing activities was approximately GBP23,596. For the six-month period ended December 31, 2024, our net cash generated from investing activities was approximately GBP4,772.

Net cash generated from financing activities

Our cash flows from financing activities primarily consists of proceeds from: (i) bank and other borrowings; (ii) advancements from related parties; and (iii) for the six-month period ended December 31, 2023, loan from related parties. These proceeds were offset by repayments to bank and other borrowings and repayments to related parties.

For the six-month period ended December 31, 2024, we recorded net cash generated from financing activities of approximately GBP77,804, which was derived from proceeds from bank and other borrowings of GBP6,798,229, which was offset by repayments of bank and other borrowings of GBP6,831,365, and advances from related parties of GBP2,930,281, which was offset by repayments to related parties of GBP2,819,341.

For the six-month period ended December 31, 2023, we recorded net cash generated from financing activities of approximately GBP922,572, which was derived from proceeds from bank and other borrowings of GBP7,048,646, which was offset by repayments of bank and other borrowings of GBP6,551,540, and advances from related parties of GBP2,732,061 and loan from related parties of GBP199,999, which were partially offset by repayments to related parties of GBP2,506,594.

Working capital

The following table sets forth a summary of the Company’s working capital deficit as of December 31, 2023 and 2024:

	As of December 31,
	2023			2024			2024
	GBP			GBP			US$

Current assets		4,865,416			5,119,486			6,410,108
Current liabilities		14,321,301			10,205,278			12,778,028
Working capital deficit		(9,455,885	)		(5,085,792	)		(6,367,920	)

As of December 31, 2024, current assets were GBP5,119,486 and mainly consisted of contracts receivable, net of GBP1,763,161, prepayments and other receivables, net of GBP1,441,497 and inventories of GBP1,136,191.

As of December 31, 2024, current liabilities were GBP10,205,278 and mainly consisted of current portion of bank and other borrowings of GBP7,808,146, accounts payable of GBP751,185 and accruals and other payables of GBP984,283.

As of December 31, 2023, current assets were GBP4,865,416 and mainly consisted of contracts receivable of GBP1,345,051, prepayments and other receivables of GBP878,466, investment in life insurance policies of GBP516,672 and inventories of GBP1,643,689.

As of December 31, 2023, current liabilities were GBP14,321,301 and mainly consisted of current portion of bank and other borrowings of GBP8,161,252, promissory notes of GBP2,307,149, accounts payable of GBP951,684, accruals and other payables of GBP436,821 and amounts due to related parties of GBP2,074,290.

Material cash requirements

Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations. We have limited credit available from our major vendors and are required to prepay for the majority of our inventory purchases, which further constrains our cash liquidity.

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this Report, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, which include the net proceeds from our Initial Public Offering, and cash flows from our operations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 20, 2025	ENERGYS GROUP LIMITED

	/s/ Kevin Cox
	Kevin Cox
	Chief Executive Officer and Director

ENERGYS GROUP LIMITED AND ITS SUBSIDIARIES

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Pages

Condensed Consolidated Balance Sheets as of June 30, 2024 (Audited) and December 31, 2024 (Unaudited)		F-2
Unaudited Interim Condensed Consolidated Statements of Loss and Comprehensive Loss for the Six Months Ended December 31, 2023 and 2024		F-3
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Six Months Ended December 31, 2023 and 2024		F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2024		F-5
Note to Unaudited Interim Condensed Consolidated Statements		F-6

F-1

ENERGYS GROUP LIMITED AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 AND DECEMBER 31, 2024

(Amounts in GBP and US$, except for number of shares and per share data, or otherwise noted)

	As of June 30, 2024			As of December 31, 2024			As of December 31, 2024
		GBP			GBP			US$
		(Audited)			(Unaudited)			(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		260,719			148,649			186,123
Contracts receivable, net		1,562,947			1,763,161			2,207,654
Contract assets, net		562,199			62,670			78,469
Retention receivables, net		213,696			243,356			304,706
Prepayments and other receivables, net		1,354,771			1,441,497			1,804,898
Investment in life insurance policies, net		319,498			323,962			405,633
Inventories, net		1,086,699			1,136,191			1,422,625
Total current assets		5,360,529			5,119,486			6,410,108

Non-current assets
Long-term investment		-			-			-
Property and equipment, net		3,133,563			3,116,345			3,901,976
Right-of-use assets, net		159,070			133,701			167,407
Rental deposits		30,382			27,725			34,714
Total non-current assets		3,323,015			3,277,771			4,104,097
TOTAL ASSETS		8,683,544			8,397,257			10,514,205

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Bank and other borrowings - current		7,766,282			7,808,146			9,776,580
Accounts payable		1,144,107			751,185			940,559
Contract liabilities		158,329			209,980			262,916
Accruals and other payables		643,041			984,283			1,232,420
Amounts due to related parties		3,291			108,495			135,847
Loan from related parties		671,809			300,316			376,025
Operating lease liabilities - current		48,106			42,873			53,681
Total current liabilities		10,434,965			10,205,278			12,778,028

Non-current liabilities
Bank and other borrowings - non-current		137,500			62,500			78,256
Operating lease liabilities - non-current		110,964			90,828			113,726
Total non-current liabilities		248,464			153,328			191,982
TOTAL LIABILITIES		10,683,429			10,358,606			12,970,010

Commitments and contingencies

SHAREHOLDERS’ DEFICIT
Preferred shares (US$0.0001 par value per share; 3,000,000 authorized, 2,575,250 shares issued and outstanding as of June 30, 2024 and December 31, 2024)		203			203			254
Ordinary shares (US$0.0001 par value per share; 300,000,000 shares authorized, 12,000,000 shares issued and outstanding as of June 30, 2024 and December 31, 2024)		987			987			1,236
Additional paid-in capital		5,108,404			5,485,633			6,868,561
Accumulated deficit		(7,261,982	)		(7,554,514	)		(9,459,007	)
Accumulated other comprehensive income		152,503			106,342			133,151
Total shareholders’ deficit		(1,999,885	)		(1,961,349	)		(2,455,805	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT		8,683,544			8,397,257			10,514,205

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2

ENERGYS GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2024

(Amounts in GBP and US$, except for number of shares and per share data, or otherwise noted)

	For the six months ended December 31,
	2023			2024			2024
	GBP			GBP			US$
Revenues		5,050,459			4,307,291			5,393,159
Cost of revenues		(4,002,689	)		(3,028,944	)		(3,792,541	)
Gross profit		1,047,770			1,278,347			1,600,618

SEC Form 6-K filed by Energys Group Limited