Company Registration No. 09081452 (England and Wales)
PINEAPPLE POWER CORPORATION PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
COMPANY INFORMATION
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Directors
Claudio Morandi – Non-Executive Chairman
Adam Park – Non-Executive Director
Nicholas Nelson – Non-Executive Director
Company Secretary
Orana Corporate LLP
Company number
09081452
Registered office
Eccleston Yards
25 Eccleston Place
London SW1W 9NF
Independent Auditor
PKF Littlejohn LLP
30 Churchill Place
Canary Wharf
London E14 5RE
Broker
AlbR Capital Limited
80 Cheapside
London EC2V 6EE
Registrar
Share Registrars Limited
3 Crosby Way
Farnham
Surrey GU9 7XX
Bankers
Lloyds Bank plc
99–101 South Road
Haywards Heath RH16 4ND
Website
www.pineapple-powercorp.com
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
CONTENTS
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Chairman’s Statement
4
Strategic report
6
Key management personnel
10
Directors’ report
12
Corporate governance statement
15
Directors’ remuneration report
18
Independent auditor’s report
21
Statement of comprehensive income
28
Statement of financial position
29
Statement of changes in equity
30
Statement of cash flows
31
Notes to the financial statements
32
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
CHAIRMAN’S STATEMENT
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I am pleased to present the financial statements for Pineapple Power Corporation plc (the “Company”
or “Pineapple”) for the year ended 31 December 2025.
Rather than attempting to analyse the financial statements for the year and the Company’s past
difficulties, I’d prefer to focus on what is being done today which I believe will be more pertinent for
shareholders considering the Company has been in a holding pattern in 2025. Over the past eight
months a huge level of activity has taken place to bring our business plan back on track – albeit under
new management, investors and with a refreshed focus.
Upon the passing away of Andrew Holland, Non-Executive Director, we were obliged to find a
replacement director under our articles of association and in keeping with the Stock Exchange rules. A
listed company needs two directors at all times.
Our Company stockbrokers introduced us to Adam Park who came with a track record as a company
director and turnaround specialist and happily he agreed to join the board as part of an ambition to take
Pineapple to a group of investors. Adam’s appointment was effective from 11 February 2026.
Adam's initial focus was to strengthen the Company's financial and operational position and to bring its
statutory and corporate obligations up to date. This included securing additional funding to settle certain
outstanding creditors and engage professional advisers, introducing dual authorisation for payments,
transferring bookkeeping and company secretarial responsibilities to Orana Corporate LLP, maintaining
formal creditor and cash flow schedules, and ensuring that the current Directors have appropriate
oversight of the Company's banking and financial reporting arrangements.
Consequently, in June 2026 the Company raised £318,000 through the issue of convertible loan notes
to a group of investors led by William Potts (note 17). One of these investors was Nicholas Nelson, who
joined the Board at around the same time. In September and October 2026, £244,000 of these loan
notes converted into ordinary shares. The conversion of the remaining £74,000 of loan notes, all owned
by William Potts, will take place in cooperation with the Company in due course. The funds raised are
being applied to settle historical creditors and to maintain the Company's operations as it works
towards a transaction in late 2026.
Shareholders would be aware that the Company has experienced difficulty in completing transactions
previously however the Board remains committed to the Company’s original plan described as follows:
‘The Company was formed to undertake an acquisition of a controlling interest in a company or business
(an "Acquisition"). Any Acquisition is expected to constitute a reverse takeover transaction and
consideration for the Acquisition may be in part or in whole in the form of share-based consideration or
funded from the Company's existing cash resources or the raising of additional funds. For details of the
transactions in the year see Merger and Acquisition Activity in the Strategic Report .
Our immediate priority is to take the Company to the position where its share suspension will be lifted
by the FCA. We are confident that this will happen enabling us to continue pursuing acquisition leads
across a broad spectrum of industries and geographies.
.....................................................
Claudio Morandi
Non-Executive Chairman
20 October 2026
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STRATEGIC REPORT
FOR YEAR ENDED 31 DECEMBER 2025
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The Directors present their Strategic Report for the year ended 31 December 2025.
Understanding our business
The Company was incorporated on 11 June 2014, with the view of pursuing an initial public offering of
its securities onto the London Stock Exchange through a Standard Listing to raise the necessary funds
required for the execution of the business strategy and business model, which is to identify potential
companies, businesses or asset(s) for acquisition.
Merger & Acquisition Activity
This section is included as a matter of record and as far as the present board is confirmed, is firmly in
the past.
The Company was formed to undertake an acquisition of a controlling interest in a company or business
(an "Acquisition"). Any Acquisition is expected to constitute a reverse takeover transaction and
consideration for the Acquisition may be in part or in whole in the form of share-based consideration or
funded from the Company's existing cash resources or the raising of additional funds.
On December 23, 2024, the Company announced that it had entered into a non-binding heads of terms
agreement with FUSE-AI GmbH (“FUSE” or “FUSE-AI”), based in Hamburg, Germany, to acquire 100%
of the outstanding shares in FUSE in an all-share transaction, subject to legal, financial and other due
diligence and entry into a legally binding sale and purchase agreement (the “Proposed Acquisition”). The
acquisition was ultimately aborted due to an inability to source appropriate financing as outlined in the
heads of terms.
On May 2, 2025, the Company announced that it had entered into a non -binding heads of terms
agreement with Buffalo Battery Metals PTY LTD (“Buffalo” or “BBM”), based in Perth, Australia, to
acquire 100% of the outstanding shares in BBM in an all-share transaction, subject to legal, financial
and other due diligence and entry into a legally binding sale and purchase agreement. On September 4,
2025 despite significant effort by both parties, as the Company progressed with its due diligence
process it concluded that it was not in the best interest to proceed and it was mutually agreed between
the Company and Buffalo to terminate the proposed acquisition.
As it stands, the board is focused on bringing the Company back into good standing from both a statutory
and an exchange perspective. From a statutory perspective, this means filing the overdue annual report
and financial statements for the year ended 2025 at Companies House, rebuilding the Board following
the death of Andrew Holland in January 2026 through the appointments of Adam Park and Nicholas
Nelson, and resolving the disputed claims from former consultants. From an exchange perspective, the
Company's shares were suspended from trading on the Main Market on 24 April 2023 following the
delay in publishing its annual financial report, and restoring the listing requires publication of these
financial statements and confirmation that the Company has met its continuing obligations under the
UK Listing Rules and the Disclosure Guidance and Transparency Rules. Once these steps are complete,
management believes the Company will be in a position to pursue a transaction that will be accretive
and deliver value to shareholders.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STRATEGIC REPORT
FOR YEAR ENDED 31 DECEMBER 2025
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Key performance indicators
Appropriate key performance indicators will be identified in due course as the business strategy is
implemented following a successful acquisition. Given the current nature of the Company’s business,
the Directors are of the opinion that the primary performance indicator is the completion of an
acquisition.
Principal risks and uncertainties
Acquiring Less than Controlling Interests
The Company may acquire either less than whole voting control of, or less than a controlling equity
interest in, a target, which may limit the Company’s operational strategies and reduce its ability to
enhance Shareholder value.
Inability to Fund Operations Post-Acquisition
The Company may be unable to fund the operations post acquisition of the target business if it does not
obtain additional funding, however, the Company will ensure that appropriate funding measures are
taken to ensure minimum commitments are met.
The Company’s Relationship with the Directors and Conflicts of Interest
The Company is dependent on the Directors to identify potential acquisition opportunities and to
execute an acquisition.
Inability to Access Company’s Xero Accounting Records
In 2025, the Company’s accounting ledger was maintained on Xero by the Company’s former
accounting consultant, who is also a shareholder. In the Spring of 2026, the Board decided to stop
relying on that consultant for financial information, and to regain control of the company’s bank
accounts. The Directors then went through the process of re-establishing the accounting, banking,
governance and other financial controls, so that all access and information sits under the Boards’
control. The Directors are now satisfied that the Company can demonstrate accounting records
sufficient to show and explain its transactions and to disclose with reasonable accuracy its financial
position in 2025.
Suitable Acquisition Opportunities may not be Identified or Completed
The Company’s business strategy is dependent on the ability of the Directors to identify sufficient and
suitable acquisition opportunities. If the Directors do not identify a suitable acquisition target, the
Company may not be able to fulfil its objectives. Furthermore, if the Directors do identify a suitable
target, the Company may not acquire it at a suitable price or at all. In addition, if an acquisition is
identified and subsequently aborted the Company may be left with substantial transaction costs.
Risks Inherent in an Acquisition
Although the Company and the Directors will evaluate the risks inherent in a particular target, they
cannot offer any further assurance that all of the significant risk factors can be identified or properly
assessed. Furthermore, no assurance can be made that an investment in Ordinary Shares in the
Company will ultimately prove to be more favourable to investors than a direct investment, if such an
opportunity were available, in a target business.
Reliance on External Advisors
The Directors expect to rely on external advisors to help identify and assess potential acquisitions and
there is a risk that suitable advisors cannot be placed under contract or that such advisors that are
contracted fail to perform as required.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STRATEGIC REPORT
FOR YEAR ENDED 31 DECEMBER 2025
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Failure to Obtain Additional Financing to Complete an Acquisition or Fund a Target’s Operations
There is no guarantee that the Company will be able to obtain any additional financing needed to either
complete an acquisition or to implement its plans post acquisition or, if available, to obtain such
financing on terms attractive to the Company. In that event, the Company may be compelled to
restructure or abandon the acquisition or proceed with the acquisition on less favourable terms, which
may reduce the Company's return on the investment. The failure to secure additional financing on
acceptable terms could have a material adverse effect on the continued development or growth of the
Company and the acquired business. Separately from any acquisition, the Company requires further
funding to meet its ongoing obligations. The Directors' assessment of this, including the material
uncertainty identified, is set out in the going concern section of the Directors' Report and in note 2 to the
financial statements.
Reliance on Income from the Acquired Activities
Following an acquisition, the Company may be dependent on the income generated by the acquired
business or from the subsequent divestment of the acquired business to meet the Company’s
expenses. If the acquired business is unable to provide the sufficient funds to the Company, the
Company may be unable to pay its expenses or make distributions and dividends on the Ordinary
Shares.
Restrictions in Offering Ordinary Shares as Consideration for an Acquisition or Requirements to
Provide Alternative Consideration
In certain jurisdictions, there may be legal, regulatory or practical restrictions on the Company using its
Ordinary Shares as consideration for an acquisition or which may mean that the Company is required to
provide alternative forms of consideration. Such restrictions may limit the Company’s acquisition
opportunities or make a certain acquisition more costly, which may have an adverse effect on the results
of operations of the Company.
Gender analysis
A split of our employees and directors by gender and average number during the year is shown below:
Male Female
Directors 3 nil
The Directors are aware of the need for gender diversity and will look to address this once the Company
has returned to a more solid operational footing and is executing against its desired strategy.
Corporate social responsibility
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 Company. 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 Company and their own potential.
The Board would like to take this opportunity to thank our shareholders, Board and advisors for their
support during the year.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STRATEGIC REPORT
FOR YEAR ENDED 31 DECEMBER 2025
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Section 172 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. In doing so,
they have had regard to:
• the likely consequences of any decision in the long term;
• the need to act fairly between the members of the Company;
• the desirability of maintaining a reputation for high standards of business conduct;
• the interests of the Company's employees;
• the need to foster the Company's relationships with suppliers, customers and others; and
• the impact of the Company's operations on the community and the environment.
As a cash shell, the Directors' principal focus during the year was working towards restoring the
Company's listed status, managing its financial position and evaluating potential acquisition
opportunities. In making decisions, the Directors considered the likely long-term consequences and
the interests of shareholders, creditors, investors, professional advisers and other stakeholders.
In particular, during the year and since the year end, the Board:
• evaluated prospective transactions by reference to their strategic suitability, funding
requirements, execution risks and potential to create long-term shareholder value;
• monitored the Company's liquidity and creditor position, and considered the interests of
creditors when assessing funding arrangements and the use of available resources;
• maintained engagement with shareholders, prospective investors, the Company's broker and
professional advisers;
• following the changes to the Board in 2026, strengthened oversight of payment approvals,
banking arrangements, creditor monitoring and financial administration, including introducing
dual authorisation for payments and transferring bookkeeping and company secretarial
responsibilities to Orana Corporate LLP; and
• considered the Company's limited impact on employees, the community and the
environment, reflecting its status as a non-trading cash shell with no employees.
Following the year end, the Company secured additional funding through the issue of £318,000 of
convertible loan notes to support its ongoing activities and future strategy. Further information is
provided in note 17, Events after the reporting period.
We aim to work responsibly with all of our stakeholders to deliver value back to the shareholders of the
Company.
This report was approved by the Board and signed on its behalf by:
_______________
Claudio Morandi
Chairman
20 October 2026
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
KEY MANAGEMENT PERSONNEL
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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Claudio Morandi - Chairman
Mr Morandi is a highly qualified company director, and experienced company restructuring and
development specialist. He has enjoyed a long and rewarding career in the financial services industry
predominantly based in Switzerland while working with merchant and investment banks and
corporations based in North America and throughout Europe.
In 2008, he established Valreco AG, based in Zug, Switzerland, a financial services and investment
company specialising in direct investments in public and private corporations, corporate finance,
restructuring and mergers and acquisitions. As the founder and Managing Director of Valreco, he has
been involved in a number of notable transactions, including the restructuring of one of Europe's largest
hedge funds and the reorganisation of distressed investments for a private German corporation in the
biodiesel industry. He sold the company in 2017 and resigned from the board of directors in December
2020.
Previously, as an Investment Manager of Mercer International Inc., he was instrumental in the
acquisition of a number of German industrial companies. During his tenure with Mercer, the company's
net assets grew by acquisitions and restructurings fivefold. Subsequently, as the Senior Vice President
of Investment Banking at MFC Bancorp, a successor company to Mercer, he initiated and co-managed
several transactions including the acquisition and integration of Bank Rinderknecht AG.
Claudio has graduated as a Certified Banker & Merchant at the KV Business School of Zurich,
Switzerland in 1982. After having passed basic military services, he gained his Diplomas in National and
Business Economics in Zurich. He is fluent in German, English and French and speaks some Italian. He
is a resident of Switzerland.
Adam Park - Non Executive Director and Joint Head of Operations
Mr Park joined the Board in February 2026 with a focus on preparing the Company for a short term
fundraising (as completed on 29 June 2026) and finalisation of the audited financial statements for the
year end 31 December 2025 facilitating the lifting of the trading suspension of the Company’s share
capital.
Mr Park is an experienced executive and board director with a strong track record of bringing operational
rigour and financial discipline to growth-stage businesses in the London market. He has specialised in
professionalising founder-led environments, with hands-on expertise across venture capital, trade
sales, and IPOs.
Adam served as Non-Executive Director of AMTE Power plc, where he provided commercial and
governance oversight during the company’s transition to public markets, contributing to both Audit and
Remuneration Committees. Prior to this, he spent a decade as COO of Renaissance Capital Partners,
managing diversified VC portfolios and building the financial frameworks required for scalable growth.
A dual US/UK citizen, Adam held senior roles with HSBC Securities in Chicago and Singapore, giving him
a broad international perspective. He holds an MBA from Ashridge Management College and a BA in
Political Science and Economics from Drake University.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
KEY MANAGEMENT PERSONNEL
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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Nicholas Nelson - Non Executive Director and Joint Head of Operations
Mr Nelson joined the Board on 24 June 2026 as part of the completion of a £300,000 fundraise
announced on the same date.
Mr Nelson has significant experience in UK corporate finance and governance, and in RTO transactions.
He started his career in stockbroking and investment management in 1986 and following 13 years
moved into Financial PR for a further 13 years. Pineapple Power is his eighth UK listed/quoted company
directorship, seven of which started as shell investing companies.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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The Directors present their report, together with the audited financial statements, for the year ended 31
December 2025.
Principal activity
The principal activity of the Company during the year was the identification and evaluation of potential
companies, businesses or assets for acquisition in the clean and renewable energy sectors, or other
disruptive technologies. A review of the business and its future development is set out in the Chairman’s
Statement and the Strategic Report, which form part of this report by cross-reference.
Results and dividends
The Company recorded a loss for the year before and after taxation of £214,713 (2024: £356,589). The
Directors do not recommend the payment of a dividend (2024: £nil).
Directors
Claudio Morandi (Non-Executive Chairman) and Andrew Holland (Non-Executive Director) served
throughout the year ended 31 December 2025. Andrew Holland passed away on 17 January 2026. Adam
Park and Nicholas Nelson were appointed to the Board on 11 February 2026 and 24 June 2026
respectively, and, together with Claudio Morandi, hold office at the date of this report.
Directors’ remuneration
Details of Directors’ remuneration and Directors’ interests in shares are set out in the Directors’
Remuneration Report on pages 18 to 20.
Directors’ interests in shares
The beneficial interests of the Directors in the ordinary share capital of the Company are set out in the
substantial shareholdings table below.
Share capital
Details of the Company’s issued share capital are shown in note 12. The Company has one class of
Ordinary Share, and all shares have equal voting rights and rank pari passu for the distribution of
dividends and repayment of capital. There were no movements in the Company’s issued share capital
during the year.
Substantial shareholdings
As at 8 October 2026, the Company had been informed of the following substantial interests in excess
of 3% of its issued share capital.
Shareholder
Number of
% of issued
shares
share capital
BARNARD NOMINEES LTD
HARGREAVES LANSDOWN (NOMINEES) LIMITED
GLOBAL INVESTMENT STRATEGY UK LIMITED
69,720,000.00
20,020,408.00
16,000,000.00
38.53%
11.07%
8.84%
PERSHING NOMINEES LIMITED
15,137,718.00
8.37%
FREETRADE NOMINEES LIMITED
12,475,220.00
6.89%
RENE NOMINEES (IOM) LIMITED
VIDACOS NOMINEES LIMITED
10,988,885.00
8,079,526
6.07%
4.47%
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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The shareholdings disclosed represent cumulative nominee holdings, which aggregate positions held
on behalf of multiple underlying beneficial owners. As such, the balances do not reflect individual
shareholder interests.
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.
Company law requires the directors to prepare financial statements for each financial year. Under that
law, the Directors have elected to prepare the financial statements in accordance with UK-adopted
international accounting standards in conformity with the requirements of the Companies Act 2006.
Under company law, the directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the company and the group and of the profit or
loss of the group for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• state whether they have been prepared in accordance with UK-adopted international
accounting standards, subject to any material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the Company financial statements comply
with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 Financial Conduct Authority.
The financial statements are published on the Company’s website
(http://www.pineapplepowercorp.com). The work carried out by the Auditor does not involve
consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no
responsibility for any changes that have occurred to the financial statements since they were initially
presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom
covering the preparation and dissemination of the financial statements may differ from legislation in
their jurisdiction.
The Directors confirm that to the best of their knowledge:
• the Company financial statements, prepared in accordance with UK-adopted international
accounting standards in conformity with the requirements of the Companies Act 2006, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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• this Annual report includes the fair review of the development and performance of the business
and the position of the Company together with a description of the principal risks and
uncertainties that it faces; and
• the Annual Report and financial statements, taken as a whole, are fair, balanced and
understandable and provide information necessary for shareholders to assess the Company’s
performance, business and strategy.
Disclosure and Transparency Rules
Details of the Company’s share capital and share options are given in Notes 12 and 13 respectively.
There are no restrictions on transfer or limitations on the holding of the ordinary shares. None of the
shares carry any special rights with regard to the control of the Company. There are no known
arrangements under which the financial rights are held by a person other than the holder and no known
agreements or restrictions on share transfers and voting rights.
As far as the Company is aware there are no persons with significant direct or indirect holdings other
than the Directors and other significant shareholders as shown on page 12.
The provisions covering the appointment and replacement of directors are contained in the Company’s
articles, any changes to which require shareholder approval. There are no significant agreements to
which the Company is party that take effect, alter or terminate upon a change of control following a
takeover bid and no agreements for compensation for loss of office or employment that become
effective as a result of such a bid.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of
the Annual Report or a cross reference table indicating where the information is set out. The Directors
confirm that there are no disclosures required in relation to Listing Rule 9.8.4.
Financial Instruments
The Company has exposure to credit risk, liquidity risk and market risk. Note 14 presents information
about the Company’s exposure to these risks, along with the Company’s objectives, processes and
policies for managing the risks.
Greenhouse Gas (GHG) Emissions
The Company is aware that it needs to measure its operational carbon footprint in order to limit and
control its environmental impact. However, given the very limited nature of its operations during the year
under review, it has not been practical to measure its carbon footprint. In the future, the Company will
only measure the impact of its direct activities, as the full impact of the entire supply chain of its
suppliers cannot be measured practically. The Company has not made separate disclosures relating to
energy consumption and efficiency as the entity consumed less than 40,000 kWh of energy during the
period.
Task Force on Climate-Related Financial Disclosure (TCFD) Report
The Company is aware that it needs to create disclosures on an annual basis to comply with TCFD
recommendations. However, given the very limited nature of its operations during the year under review,
it has not been possible to develop the resources in order to be compliant with these recommendations.
In the future, the Company intends to evaluate our practices and consider opportunities to enhance our
disclosures on an on-going basis.
Future developments after the reporting period
Future developments are addressed above in the Chairman’s Statement and Strategic Report.
Directors’ Indemnity Provisions
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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The Company has not yet implemented Directors and Officers Liability Indemnity insurance.
Going concern
The Directors have assessed the Company's ability to continue as a going concern and have concluded
that it is appropriate to prepare the financial statements on a going concern basis. However, a material
uncertainty exists that may cast significant doubt on the Company's ability to continue as a going
concern. Further details are set out in note 2 to the financial statements.
Anti-corruption and anti-bribery
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. The Company 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 as part of its Admission to the LSE.
Donations
The Company made no political donations during the year (2024: £nil).
Corporate Governance Statement
The Board is committed to maintaining appropriate standards of corporate governance having regard to
the Company’s size, resources and stage of development.
The Company is a special-purpose acquisition vehicle with modest resources and a clear mandate to
allocate those resources efficiently in pursuit of a suitable acquisition. Having regard to its current size
and circumstances, the Board has decided not to apply a formal corporate governance code, but it
strives to maintain a balance between the conservation of limited resources and the maintenance of
robust corporate governance practices. As the Company evolves, and in particular following any
acquisition, the Board is committed to enhancing the Company’s corporate governance policies and
practices as it considers appropriate to the size and maturity of the organisation.
Board of Directors
The Board currently comprises non-executive Directors and meets as necessary throughout the year to
discuss key issues and to monitor the overall performance of the Company. Given the composition and
size of the Board, all matters ordinarily reserved to the Remuneration, Audit and Nominations
Committees are considered by the Board as a whole. The Directors will actively seek to expand Board
membership, and to establish formal committees, at the relevant opportunity, in particular following an
acquisition.
Audit and internal control
The Board seeks to present a balanced and understandable assessment of the Company's position and
prospects in all interim, final and price-sensitive reports and other information required to be presented
by statute.
The Company's accounting records were maintained on the Xero accounting platform by the Company's
former accounting consultant, and following their departure the Company ceased to have access to that
platform and to the records held on it. The Board also recognises that the Company's arrangements for
authorising and monitoring expenditure on professional and consultancy services were insufficient, a
matter which has contributed to the disputed claims described in note 10.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
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Following the appointments of Adam Park on 11 February 2026 and Nicholas Nelson on 24 June 2026,
the Board has taken the following steps:
- The Company's accounting records for the period have been reconstructed using bank
statements, supplier invoices, contracts and other supporting documentation obtained from
third parties and are now held in the Company's own name and are directly accessible to the
Board;
- the Company's banking mandate and authorities have been revised so that payments require
the authorisation of directors;
- responsibility for the preparation of accounting records has been separated from the
authorisation and approval of expenditure, with the enlarged Board providing that oversight; and
- the Company has engaged Orana Corporate LLP to assist with maintaining its accounting
records and assist with financial reporting.
The Board meets regularly to review the Company's financial position, creditor balances and funding
requirements. Having regard to the size of the Company and the nature of its operations, the Board does
not consider an internal audit function to be necessary at present and keeps this position under review.
Shareholder communications
The Company uses a regulatory news service and its corporate website to ensure that its latest
announcements and published financial information are available to all shareholders and other
interested parties. The Board regards the Annual General Meeting as an important opportunity to
communicate with shareholders and to respond to their questions.
Auditors and disclosure of information to auditors
The Directors who held office at the date of approval of the Directors’ Report confirm that:
• so far as they are each aware, there is no relevant audit information of which the Company’s
Independent Auditor is unaware; and
• each Director has taken all the steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Company’s Independent
Auditor is aware of that information.
PKF Littlejohn LLP have indicated their willingness to continue in office as auditor of the Company. In
accordance with section 489 of the Companies Act 2006, a resolution to reappoint them will be
proposed at the forthcoming Annual General Meeting.
This directors’ report was approved by the Board of Directors on the 20 October 2026 and is signed on
its behalf by:
.....................................................
Claudio Morandi
Non-Executive Chairman
20 October 2026
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REMUNERATION REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
16 | P a g e
DIRECTORS’ REMUNERATION REPORT
This report has been prepared in accordance with section 420 of the Companies Act 2006 and
Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008. The information identified as “audited” comprises the auditable part of the
Directors’ Remuneration Report for the purposes of section 497 of the Companies Act 2006. The
remaining information in this report is identified as “unaudited” and forms part of the other
information considered by the auditor in accordance with its responsibilities described in the
independent auditor’s report.
Statement from the Board
The Company does not have a separate remuneration committee. Given the size of the Board,
remuneration matters are considered by the Board as a whole, and no Director takes part in
decisions about their own remuneration. During the year the Board comprised two Non-
Executive Directors, each of whom received a fixed annual fee of £24,000. There were no changes
to Directors’ fees during the year and no variable remuneration was awarded.
Single total figure of remuneration (audited)
Director
Year
Fees £
Benefits
£
Bonus £
LTIP £
Pension
£
Total £
Claudio Morandi
2025
24,000
–
–
–
–
24,000
Claudio Morandi
2024
24,000
–
–
–
–
24,000
Andrew Holland
2025
24,000
–
–
–
–
24,000
Andrew Holland
2024
24,000
–
–
–
–
24,000
Total
2025
48,000
–
–
–
–
48,000
Total
2024
48,000
–
–
–
–
48,000
All remuneration is fixed; no variable remuneration was paid or awarded in either year. At 31
December 2025, fees of £28,000 were outstanding to Andrew Holland and £24,000 to Claudio
Morandi (see note 15).
Bonus and incentive plans (audited)
There were no bonus or incentive plans in place during the year (2024: none). No share options
or other share based awards were granted to Directors during the year. All share options
previously granted lapsed in February 2025, and at 31 December 2025 no Director held any share
options.
Payments to past Directors and for loss of office (audited)
No payments were made to past Directors or for loss of office during the year (2024: none).
Directors’ shareholdings (audited)
The interests of the Directors who served during the year in the ordinary shares of the Company
were:
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REMUNERATION REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
17 | P a g e
Director
31 December 2025
31 December 2024
Claudio Morandi
2,000,000
2,000,000
Andrew Holland
3,833,333
3,833,333
The Company has no shareholding requirement for Directors. Changes in Directors’ interests
after the year end, including the conversion of Nicholas Nelson’s convertible loan notes into
11,600,000 ordinary shares on 21 September 2026, are set out in note 17.
Service contracts
The Non-Executive Directors have entered into letters of appointment with the Company, which
continue until terminated in accordance with their terms. These are contracts for services and
not contracts of employment.
In the event of termination or loss of office, a Director is entitled only to payment of fees in respect
of their notice period of three months. 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.
Each Director is paid at a rate of £24,000 per annum.
The letters of appointment are available for inspection at the Company’s registered office.
Chief Executive remuneration and performance graph
The Company does not yet have a Chief Executive and, as such, no Chief Executive disclosures,
including the Chief Executive pay ratio, have been presented.
Percentage change in Directors’ remuneration
Directors’ fees were unchanged between 2024 and 2025. The Company has no employees other
than the Directors, so no comparison with employee pay is presented.
Relative importance of spend on pay
Total Directors’ fees were £48,000 (2024: £48,000). The Company made no dividend payments
or share buybacks in either year.
Implementation of policy in 2026
Andrew Holland passed away on 17 January 2026, and no payments for loss of office have been
or will be made. Adam Park was appointed on 11 February 2026 and Nicholas Nelson on 24 June
2026, each on an annual fee of £24,000, pro-rated from their dates of appointment. Claudio
Morandi’s fee remains £24,000. No variable remuneration is planned for 2026.
Remuneration Committee
There is no separate Remuneration Committee at present. Instead, all remuneration matters are
considered by the Board as a whole. It meets when required to consider all aspects of directors’
remuneration, share options and service contracts.
From the outset the Board has set out and implemented a policy designed in its view to attract,
retain and motivate executive Directors of the right calibre and ability.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
DIRECTORS’ REMUNERATION REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
18 | P a g e
There have been no major changes during the year either in that policy or its implementation,
including levels of remuneration and terms of service for the Directors.
This report was approved by the Board on 20 October 2026 and is signed on its behalf by:
.....................................................
Claudio Morandi
Non-Executive Chairman
20 October 2026
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
19 | P a g e
Opinion
We have audited the financial statements of Pineapple Power Corporation Plc (the ‘company’) for the year
ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the Statement of Cashflows and notes to the
financial statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its
loss for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards;
and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that at 31 December 2025 the
company had liabilities of £427,665, generated no revenue during the year, incurred a loss of £214,713 and
requires additional funding to meet its liabilities and continue its operations. The company is dependent
on securing further funding. Whilst a prospective investor has provided a non-binding written indication of
support, no binding commitments are currently in place for the funding required during the going concern
assessment period. As stated in note 2.2, these events or conditions, along with the other matters as set
forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the
company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included
the following procedures:
• Obtaining the going concern assessment and the supporting cash flow forecasts to 29 February 2028;
• Comparing previous cash flow forecasts to actual performance in the prior year and post year-end to
assess management’s ability to forecast;
• Ascertaining and challenging the key assumptions applied in the cash flow forecast and assessing the
reasonableness of such assumptions. This included inflows from capital fundraises that the directors
anticipate being achieved in the going concern period;
• Agreeing the inputs to the cash flow forecasts to the underlying supporting documentation;
• Agreeing the company’s actual cash balances at 30 September 2026 to the relevant bank statements
and assessing whether these balances were accurately reflected in the forecast’s opening working
capital position;
• Verifying the post year-end receipt of proceeds from the Convertible Loan Note fundraising to
executed agreements and the company’s bank statements; and
• Testing the mathematical accuracy of the cash flow forecasts including stress testing the key
assumptions.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
20 | P a g e
Based on the procedures performed, we are satisfied that the events and conditions giving rise to the
material uncertainty have been appropriately described and disclosed in Note 2.2 to the financial
statements. We have reviewed the underlying cash flow forecasts, assumptions and supporting evidence
used by management in preparing its going concern assessment. This included considering the written
indication of support received from a prospective investor, the investor’s stated financial capacity to
provide that support and the non-binding nature of the proposed funding. We found the disclosures to be
consistent with the information obtained during the audit.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
in aggregate, on the financial statements as a whole.
Materiality for the financial
statements as a whole
£3,760 (2024: £6,500)
Basis of materiality
2% of total expenses (2024: 2% of total expenses)
Rationale: Benchmark
The company remains a non-trading cash shell, it has no recurring
revenue streams and has accumulated losses since incorporation.
The company also remains in a net liability position as at the reporting
date. Accordingly, profit- or revenue-based benchmarks are not
considered appropriate. We have therefore selected total expenditure
as the primary benchmark, as it represents the most relevant measure
against which users of the financial statements are likely to assess the
company's financial performance, cost management and use of
available resources.
Rationale: Percentage
The percentage applied to the benchmark has been selected to bring
into scope all significant classes of transactions, account balances
and disclosures relevant for the shareholders, and also to ensure that
matters that would have a significant impact on the results were
appropriately considered.
Performance materiality
(65%; 2024: 70%)
£2,450 (2024: £4,500)
Factors considered to
determine performance
materiality
• Our risk assessment of the company’s control environment;
• The number and quantum of identified misstatements in the
prior year audit;
• The directors’ attitude to correcting misstatements identified;
• Our cumulative knowledge of the company and its
environment;
• The consistency in the level of judgement required in key
accounting estimates; and
• The stability in key management personnel.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use
performance materiality to determine the nature and extent of our testing, for example in determining
sample sizes.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
21 | P a g e
We agreed to report to the directors all corrected and uncorrected misstatements we identified through
our audit with a value in excess of £188 (2024: £300). We also agreed to report any other misstatements
below that threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality as described above and assessed the risks of material
misstatement in the financial statements. In particular, we tailored the scope of our audit to address the
company's status as a cash shell, the limited volume of transactions during the year and the loss of access
to the historical accounting system. Our audit focused on areas involving significant judgement and
increased audit risk, including the appropriateness of the going concern basis of preparation, the
completeness of expenditure and liabilities within the reconstructed accounting records, the recognition
and disclosure of balances arising from the dispute with former consultants, and the completeness of
disclosures related to related party transactions and balances.
Given the Directors loss to the company’s accounting system and therefore general ledger, a significant
element of our audit involved obtaining direct access to the company's bank accounts and independently
reconciling transactions to the reconstructed accounting records. We performed extensive substantive
procedures over creditors, accruals and post year-end settlements to assess the completeness of
liabilities and to evaluate the reasonableness of the directors’ reconstruction of the accounting records.
As part of our going concern work, we challenged the assumptions underpinning management's cash flow
forecasts, including proposed fundraising activities, forecast expenditure and available mitigating actions.
We also considered post balance sheet events and funding arrangements entered into after the reporting
date.
In accordance with ISA (UK) 240 The Auditor's Responsibilities Relating to Fraud in an Audit of Financial
Statements, we addressed the presumed risk of management override of controls, including testing
manual journals posted in the reconstructed trial balance, reviewing unusual transactions and evaluating
whether there was evidence of bias in significant judgements made by management.
Our audit was performed from our London office with regular engagement with management and the
directors throughout the audit process. The procedures performed enabled us to obtain sufficient
appropriate audit evidence to support our audit opinion on the financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. In addition to the matter described in the Material uncertainty related to going concern section
we have determined the matters described below to be the key audit matters to be communicated in our
report.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
22 | P a g e
Key Audit Matter
How our scope addressed this matter
Completeness of expenditure and year end
liabilities
The company remains a cash shell and is loss-
making. Consequently, there is an incentive to
understate expenditure and liabilities in order to
reduce reported losses.
During the year, the company's historical Xero
accounting platform became inaccessible
following the departure of the two consultants
who had sole administrative control of the
system. Whilst the company lost access to the
accounting platform and the historical general
ledger maintained within it, the directors retained
access to underlying source documentation,
including bank statements, invoices, legal
correspondence and other supporting
information necessary to prepare the financial
statements.
As a result, the FY2025 Xero accounting platform
information and financial statements were
reconstructed from available documentation
rather than prepared from the Xero general
ledger. Determining the completeness of
liabilities therefore required significant
judgement by the directors. The reconstruction
process involved identifying and assessing
obligations from multiple sources, including
bank activity, creditor information, consultant
claims, legal correspondence, post year-end
settlements and correspondence with creditors.
Accordingly, there was an increased risk that
transactions, accruals and liabilities could have
been omitted from the reconstructed accounting
records and therefore not reflected in the
financial statements.
Our work in this area included:
• Obtaining the company’s bank statements for the entire financial
year and reconciling all transactions to the detailed transaction
listings used in the reconstruction of the trial balance;
• Performing testing over the reconstructed cashbook, including
formula and linkage testing, to verify that all transactions included
in the detailed listings have been accurately transferred into the
trial balance;
• Performing substantive testing over 100% of the expenditure
population recorded within the reconstructed accounting records;
• Performing analytical review procedures over expenditure and
accrued liabilities by comparing FY2025 balances to prior year
audited financial information and investigating unexpected
fluctuations;
• Performing extensive unrecorded liability testing through the review
of post year-end bank statements, supplier invoices and other
supporting documentation to identify liabilities that existed at the
reporting date but may not have been recorded in the reconstructed
trial balance, as well as agreeing liability balances to external
confirmations and statutory demands to assess completeness;
• Reviewing post year end board minutes, Regulatory News Service
(RNS) announcements and other corporate records for evidence of
expenditure commitments, disputes or obligations that may
require recognition or disclosure in the financial statements;
• Obtaining and reviewing legal correspondence, Board minutes and
historical payments relating to previously engaged consultants to
identify any obligations, claims or unpaid amounts outstanding at
the year end. Assessing whether all such liabilities have been
appropriately recognised and disclosed within the financial
statements; and
• Understanding the process undertaken by the Board to identify the
completeness and valuation of year end creditors.
Key observations:
The reconstruction of the accounting records from underlying source
documentation resulted in significant audit focus being placed on the
completeness of liabilities and expenses. Our audit procedures identified a
number of accruals and creditor balances requiring further investigation
and adjustment. Management reflected the adjustments considered
necessary in the final financial statements. Based on the procedures
performed, we concluded that expenditure and year-end liabilities were
appropriately recognised in all material respects. The extent of the work
performed reflected the additional judgement required in reconstructing
accounting records and assessing the completeness of liabilities in the
absence of access to the company's Xero accounting platform.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
23 | P a g e
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements and the part of the directors’ remuneration report to be audited are not
in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
24 | P a g e
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the company and the sector in which it operates to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial
statements. We obtained our understanding in this regard through discussions with management,
industry research and application of cumulative audit knowledge.
• We determined the principal laws and regulations relevant to the company in this regard to be
those arising from the listing rules, disclosure guidance and transparency rules, the Companies
Act 2006, anti-bribery and anti-money laundering regulations and UK-adopted international
accounting standards.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the company with those laws and regulations. These
procedures included, but were not limited to:
- Holding discussions with management and the directors and considering whether there
were any known or suspected instances of non-compliance with laws and regulations or
fraud;
- Reviewing post year end board meeting minutes;
- Reviewing Regulatory News Service (RNS) announcements; and
- Reviewing legal and regulatory correspondence and legal expenses.
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from
management override of controls, whether transactions, liabilities or obligations may have been
omitted from the reconstructed accounting records following the company's loss of access to its
Xero accounting platform and the subsequent reconstruction of the Xero general ledger from
source documentation. We addressed this through extensive substantive procedures, including
reconciliation of bank transactions to the reconstructed records, detailed creditor testing, review
of legal correspondence and statutory demands, and testing of reconstruction adjustments
recorded by management.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls
by performing audit procedures which included, but were not limited to: testing journals and
reconstruction adjustments; reviewing an extended period of post year-end invoices, payments
and creditor balances for evidence of incomplete expenditure or liabilities; and evaluating the
business rationale of significant transactions that were unusual or outside the normal course of
business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware of
instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather
than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
AUDITOR’S REPORT
FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025
25 | P a g e
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Other matters which we are required to address
We were appointed by the board of directors on 10 February 2021 to audit the financial statements for the
period ending 31 December 2020 and subsequent financial periods. Our total uninterrupted period of
engagement is 6 years, covering the periods ending 31 December 2020 to 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we
remain independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
[Signature]
Timothy Harris (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Statutory Auditor E14 5RE
20 October 2026
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STATEMENT OF COMPREHENSIVE INCOME
FOR YEAR ENDED 31 DECEMBER 2025
26 | P a g e
Audited | Audited | ||
Year ended | Year ended | ||
31 December | 31 December | ||
2025 | 2024 | ||
Note | £ | £ | |
Continuing operations | |||
Revenue | |||
Administrative expenses | 3 | ( | ( |
Operating loss | ( | ( | |
Finance income | 5 | ||
Loss before taxation | ( | ( | |
Taxation | 6 | ||
Loss and total comprehensive loss for the year | ( | ( | |
Loss per share – basic and diluted (pence) | 7 | ( | ( |
The above results relate entirely to continuing operations. The notes on pages 32 to 40 form an integral part
of these financial statements.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
27 | P a g e
Audited | Audited | ||
As at | As at | ||
31 December | 31 December | ||
2025 | 2024 | ||
Note | £ | £ | |
Current assets | |||
Trade and other receivables | 8 | ||
Cash and cash equivalents | 9 | ||
Total current assets | |||
Total assets | |||
Current liabilities | |||
Trade and other payables | 10 | ||
Loans from related parties | 11 | ||
Total current liabilities | |||
Total liabilities | |||
Net liabilities | ( | ( | |
Equity | |||
Share capital | 12 | ||
Share premium | 12 | ||
Share-based payment reserve | 13 | ||
Retained losses | ( | ( | |
Total equity | ( | ( |
The financial statements were approved and authorised for issue by the Board on 20 October 2026 and
were signed on its behalf by:
.....................................................
Claudio Morandi
Non-Executive Chairman
The notes on pages 32 to 40 form an integral part of these financial statements.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STATEMENT OF CHANGES IN EQUITY
AS AT 31 DECEMBER 2025
28 | P a g e
Share | SBP | Retained | Total | ||
capital | premium Share | reserve | losses | equity | |
£ | £ | £ | £ | £ | |
At 1 January 2024 | ( | ||||
Loss and total | |||||
comprehensive loss for the year | ( | ( | |||
At 31 December 2024 | ( | ( | |||
| Loss and total | |||||
| comprehensive loss | ( | ( | |||
| for the year | |||||
| Transfer to retained | |||||
losses on lapse of options | ( | ||||
At 31 December 2025 | ( | ( |
The notes on pages 32 to 40 form an integral part of these financial statements.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
STATEMENT OF CASH FLOWS
FOR YEAR ENDED 31 DECEMBER 2025
29 | P a g e
Note | Audited Year ended 31 December 2025 £ | Audited Year ended 31 December 2024 £ | ||||||
Cash flows from operating activities | ||||||||
Loss for the year | ( | ( | ||||||
Adjustments for: | ||||||||
Depreciation | ||||||||
Changes in working capital: | ||||||||
(Increase)/ | Decrease | in | trade | and | other | ( | ||
receivables | ||||||||
Increase in trade and other payables | ||||||||
Net cash used in operating activities | ( | ( | ||||||
Cash flows from financing activities | ||||||||
Proceeds from related party loans | 11 | |||||||
Repayment of related party loan | 11 | ( | ||||||
Net cash from financing activities | ||||||||
Net decrease in cash and cash equivalents | ( | ( | ||||||
Cash and cash equivalents at beginning of year | ||||||||
Cash and cash equivalents at end of year | 9 |
The notes on pages 32 to 40 form an integral part of these financial statements.
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
30 | P a g e
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
31 | P a g e
NOTES TO THE FINANCIAL STATEMENTS | PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452 FOR YEAR ENDED 31 DECEMBER 2025 | |||||||||||||
32 | P a g e | ||||||||||||||
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
33 | P a g e
Standard | Impact on initial application | Effective date | ||||||||||
The amendments clarify when financial assets | ||||||||||||
and liabilities are derecognised. They include | ||||||||||||
an option to derecognise | financial liabilities | |||||||||||
settled through an electronic payment system | ||||||||||||
Amendments to IFRS 9 and | before the settlement date, if certain criteria are | Annual periods | ||||||||||
IFRS 7 – Classification and | met. | They also | clarify | how | to | assess | the | beginning on or after 1 | ||||
Measurement of Financial | contractual cash flows of financial assets with | |||||||||||
Instruments | ESG-linked | and | similar | and | features, | add | January 2026 | |||||
disclosures for such instruments and for equity | ||||||||||||
investments designated at FVOCI. | ||||||||||||
The | Company | does | not | expect | a material | |||||||
impact. | ||||||||||||
These are narrow-scope amendments to IFRS | ||||||||||||
Annual | Improvements | to | 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 that clarify | Annual periods | ||||||||
IFRS | Accounting | wording and remove inconsistencies. | beginning on or after 1 | |||||||||
Standards – Volume 11 | The | Company | does | not | expect | a material | January 2026 | |||||
impact. | ||||||||||||
2025 | 2024 | |
£ | £ | |
Directors’ fees | 48,000 | 48,000 |
Consultancy fees | 47,836 | 180,000 |
Broker fees | 21,600 | 26,400 |
Listed company expenses | 38,997 | 35,249 |
Audit and accountancy fees | 38,400 | 42,000 |
Professional fees | 6,479 | - |
Legal fees | 10,200 | - |
Other administrative expenses | 3,241 | 26,649 |
214,753 | 358,298 | |
Depreciation | – | 51 |
Total administrative expenses | 214,753 | 358,349 |
2025 | 2024 | |
£ | £ | |
Directors’ fees | 48,000 | 48,000 |
48,000 | 48,000 |
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
34 | P a g e
2025 | 2024 | |
£ | £ | |
Bank interest received | 40 | 1,760 |
40 | 1,760 |
2025 | 2024 | |
£ | £ | |
Loss before taxation | (214,713) | (356,589) |
Tax credit at the standard UK rate of 25% (2024: 25%*) | (53,678) | (89,147) |
Impact of costs disallowed for tax purposes | - | 293 |
Tax effect of unrelieved tax losses carried forward | 53,678 | 88,854 |
Tax charge for the year | – | – |
2025 | 2024 | |
Loss attributable to equity holders (£) | (214,713) | (356,589) |
Weighted average number of ordinary shares | 83,332,878 | 83,332,878 |
Basic and diluted loss per share (pence) | (0.26) | (0.43) |
2025 | 2024 | |
£ | £ | |
Prepayments | – | 625 |
Other receivables | 6,661 | - |
6,661 | 625 |
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
35 | P a g e
2025 | 2024 | |
£ | £ | |
Cash at bank | 61 | 19,994 |
61 | 19,994 |
2025 | 2024 | |
£ | £ | |
Trade payables | 78,397 | 17,671 |
Accruals | 119,208 | 203,400 |
Disputed Liability Claims | 182,500 | – |
380,105 | 221,071 |
2025 | 2024 | |
£ | £ | |
P J Mills | 14,978 | 12,500 |
C de Larrabeiti | 39,304 | - |
54,282 | 12,500 |
Share | Share | |||
Number of | capital | premium | Total | |
shares | £ | £ | £ | |
At 1 January 2024 | 83,332,878 | 833,329 | 1,250,382 | 2,083,711 |
Movements in the year | – | – | – | – |
At 31 December 2024 | 83,332,878 | 833,329 | 1,250,382 | 2,083,711 |
Movements in the year | – | – | – | – |
At 31 December 2025 | 83,332,878 | 833,329 | 1,250,382 | 2,083,711 |
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
36 | P a g e
£ | |
At 1 January 2024 | 46,142 |
Movement in the year | – |
At 31 December 2024 | 46,142 |
Transfer to retained losses on lapse of options | (46,142) |
At 31 December 2025 | – |
2025 | 2024 | |
£ | £ | |
Financial assets at amortised cost | ||
Cash and cash equivalents | 61 | 19,994 |
Other receivables | 6,661 | - |
Categorised as financial assets | 6,722 | 19,994 |
Financial liabilities at amortised cost | ||
Trade payables | 78,397 | 17,671 |
Accruals | 119,208 | 203,400 |
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
37 | P a g e
PINEAPPLE POWER CORPORATION PLC – COMPANY NUMBER 09081452
NOTES TO THE FINANCIAL STATEMENTS
FOR YEAR ENDED 31 DECEMBER 2025
38 | P a g e