Limited Liability Partnership registration number OC385313 (England and Wales)
P.N. GENERATIONS LLP
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
PAGES FOR FILING WITH REGISTRAR
P.N. GENERATIONS LLP
CONTENTS
Page
Members' report
1
Balance sheet
2 - 3
Reconciliation of members' interests
4 - 5
Notes to the financial statements
6 - 13
P.N. GENERATIONS LLP
MEMBERS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -

The members present their annual report and financial statements for the year ended 31 March 2023.

Principal activities

The limited liability partnership was incorporated under LLPA 2000 on 22 May 2013.

 

The principal activity of the limited liability partnership continued to be that of to make, hold and manage investments.

Members' drawings, contributions and repayments

The members' drawing policy allows each member to draw a proportion of their profit share, subject to the cash requirements of the business.

 

A member's capital requirement is linked to their share of profit and the financing requirement of the limited liability partnership. There is no opportunity for appreciation of the capital subscribed. Just as incoming members introduce their capital at "par", so the retiring members are repaid their capital at "par".

Designated members

The designated members who held office during the year and up to the date of signature of the financial statements were as follows:

Bscope Limited
Mr V Meng
Mr S Piech
Mr F Piech
Small LLPs exemption

This report has been prepared in accordance with the special provisions relating to small LLPs within Part 15 of the Companies Act 2006.

Approved by the members on 22 November 2023 and signed on behalf by:
22 November 2023
Mr V Meng
Designated Member
P.N. GENERATIONS LLP
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
13,388,756
12,963,484
Current assets
Debtors
-
8,540
Cash at bank and in hand
214,593
257,760
214,593
266,300
Creditors: amounts falling due within one year
(3,852)
(51,849)
Net current assets
210,741
214,451
Total assets less current liabilities
13,599,497
13,177,935
Creditors: amounts falling due after more than one year
7
(1,057,664)
(983,596)
Net assets attributable to members
12,541,833
12,194,339
Represented by:
Members' other interests
Members' capital classified as equity
22,784,282
22,784,282
Other reserves classified as equity
(10,242,449)
(10,589,943)
12,541,833
12,194,339

In accordance with section 444 of the Companies Act 2006 as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008, all of the members of the limited liability partnership have consented to the abridgement of the financial statements pursuant to paragraph 1A of Schedule 1 to the Small Limited Liability Partnerships (Accounts) Regulations (SI 2008/1912)(a).

The members of the limited liability partnership have elected not to include a copy of the profit and loss account within the financial statements.

For the financial year ended 31 March 2023 the limited liability partnership was entitled to exemption from audit under section 477 of the Companies Act 2006 (as applied by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) relating to small limited liability partnerships.

The members acknowledge their responsibilities for complying with the requirements of the Act (as applied to limited liability partnerships) with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime.

P.N. GENERATIONS LLP
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2023
31 March 2023
- 3 -
The financial statements were approved by the members and authorised for issue on 22 November 2023 and are signed on their behalf by:
22 November 2023
Mr V Meng
Designated member
Limited Liability Partnership registration number OC385313 (England and Wales)
P.N. GENERATIONS LLP
RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -
Current financial year
EQUITY
TOTAL
Members' other interests
MEMBERS'
INTERESTS
Members' capital
Other reserves
Total
2023
£
£
£
Members' interests at 1 April 2022
22,784,282
(10,589,943)
12,194,339
Profit for the financial year available for discretionary division among members
-
0
347,494
347,494
Members' interests after profit for the year
22,784,282
(10,242,449)
12,541,833
Members' interests at 31 March 2023
22,784,282
(10,242,449)
12,541,833
P.N. GENERATIONS LLP
RECONCILIATION OF MEMBERS' INTERESTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
Prior financial year
EQUITY
TOTAL
Members' other interests
MEMBERS'
INTERESTS
Members' capital
Other reserves
Total
2022
£
£
£
Members' interests at 1 April 2021
22,784,282
(10,585,321)
12,198,961
Loss for the financial year available for discretionary division among members
-
(4,622)
(4,622)
Members' interests after loss for the year
22,784,282
(10,589,943)
12,194,339
Members' interests at 31 March 2022
22,784,282
(10,589,943)
12,194,339
P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 6 -
1
Accounting policies
Limited liability partnership information

P.N. Generations LLP is a limited liability partnership incorporated in England and Wales. The registered office is Unit 3 Woodgrove Farm, Fulbrook Hill, Fulbrook, Oxfordshire, OX18 4BH.

 

The limited liability partnership's principal activities are disclosed in the Members' Report.

1.1
Accounting convention

These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The limited liability partnership has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the limited liability partnership as an individual entity and not about its group.

1.2
Going concern

The limited liability partnership meets its day to day working capital requirements through the financial support of its members. The nature of the limited liability partnership's business is such that there can be considerable unpredictable variation in the timing of cash inflows.

 

The members believe that the LLP is well placed to manage its business risks successfully. The members have a reasonable expectation that the LLP has adequate resources available to continue in operational existence for the foreseeable future. The members have agreed to continue financially support the LLP 12 months from the date of their approval of these financial statements. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

1.3
Members' participating interests

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).

 

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.

P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 7 -

All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.

 

Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.

Profits are divided only after a decision by the LLP or its representative, so the LLP has an unconditional right to refuse payment. Such profits are classed as equity rather than as liabilities. They are therefore shown as a residual amount available for discretionary division among members in arriving at the result for the year and are shown as appropriations of equity when they are allocated.

The members’ agreement limits the amount of losses that can be allocated to and recovered from members to the pro-rata amount of undrawn profits remaining in the LLP. Losses are therefore only allocated, in the profit sharing ratios, to the extent that they would not create or increase a debtor balance for any member. Where losses are in excess of undrawn profits these are retained in equity until such time as a decision is made to allocate them in accordance with the members agreement.

Once an unavoidable obligation has been created in favour of members through allocation of profits or other means, any undrawn profits remaining at the reporting date are shown as ‘Loans and other debts due to members’ to the extent they exceed debts due from a specific member.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets comprise primarily licence fees paid in advance for the use of trade marks and technology. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives of 10 years. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Intellectual property
10 years straight line
1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the limited liability partnership. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 8 -
1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The limited liability partnership has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the limited liability partnership's statement of financial position when the limited liability partnership becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the limited liability partnership transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 9 -
Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the limited liability partnership’s obligations expire or are discharged or cancelled.

1.8
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the limited liability partnership is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
2
Judgements and key sources of estimation uncertainty

In the application of the limited liability partnership’s accounting policies, the members are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The LLP had no employees during this or the preceding period.

4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
4,170,000
4,170,000
Loans to group undertakings and participating interests
4,315,553
3,890,281
Other investments other than loans
4,903,203
4,903,203
13,388,756
12,963,484
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Other investments
Total
£
£
£
£
Cost or valuation
At 1 April 2022
4,170,000
3,890,281
4,903,203
12,963,484
Interest and preference shares
-
436,915
-
436,915
Repayments
-
(11,643)
-
(11,643)
At 31 March 2023
4,170,000
4,315,553
4,903,203
13,388,756
Carrying amount
At 31 March 2023
4,170,000
4,315,553
4,903,203
13,388,756
At 31 March 2022
4,170,000
3,890,281
4,903,203
12,963,484
P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
5
Significant undertakings

The limited liability partnership also has significant holdings in undertakings which are not subsidiaries of the limited liability partnership and are not classified as joint ventures or associated undertakings:

Name of undertaking
Registered
Class of
% Held
office
shares held
Direct
Horizon Fuel Cell Technologies Pte. Ltd
Singapore
E Preference
10.90

The results above are for the year ended 31 December 2019.

 

On 28 March 2014, the LLP acquired 9,471 E Preference shares of Horizon Fuel Cell Technologies Pte. Ltd (HFCTL) for £601,034 ($1,000,000).

 

On 13 May 2014 and 28 May 2014, the LLP acquired 24,813 E Preference shares of HFCTL for £1,562,253 ($2,620,000).

 

On 11 December 2015 and 15 February 2016, the LLP acquired 20,077 E Preference shares of HFCTL for £788,384 ($1,200,000) and £634,800 ($920,000) that was paid direct from Mid-Autumn Investments.

 

On 25 April 2016 and 23 June 2016, the LLP made further equity investments into Horizon Fuel Cell Technologies Pte. Limited totalling £1,316,461 ($1,940,000) for 18,373 E Preferred Shares that concluded the 4th closing of the E Preferred Share Sale and Purchase Agreement (dated March 2014).

 

At the balance sheet date the LLP owned 72,734 E Preference shares at a historical cost of £4,903,203 ($ 7,680,000).

 

The E Preferred Shares shall have (i) a preferred dividend in priority to all Existing Preference Shares and the Ordinary Shares of an aggregate amount equal to two times the subscription price for the E Preferred Shares, (ii) if the amount referred to in (i) is not paid by the Company within five years of the relevant subscription date (or such later date as may be agreed with the holders of such E Preferred Shares in writing), then a preferential cumulative coupon of 20% will begin to accrue on such amounts (the aggregate of amounts accrued on the E Preferred Shares in (i) and (ii) being the "E Dividend Preference") and (iii) after full payment of the E Dividend Preference, a fixed preferential cumulative coupon on the subscription price, starting from the date of issue (i.e. the "Preferred Dividend" as defined in the existing articles of association)

 

The shares pay fixed dividend of 8% per annum after the Preferred Dividend is paid.

 

The different classes of redeemable cumulative convertible preferred shares can be converted into ordinary shares at any time by giving notice in writing to the Company to convert all or any of fully paid preferred shares into fully paid ordinary shares at the pre- greed ratio. As there is no fixed specific date of conversion or redemption of the respective classes of preferred shares, it is not practicable to determine the fair value of the conversion component of the preferred shares as equity.

 

At the balance sheet date £19,256,757 is due in respect of E Super Preferred Dividend and E Preferred Dividend totalling £11,143,956 and £8,112,801 respectively. The Designated Members have not recognised the right to the dividends as there is insufficient evidence at the balance sheet date that the inflow of economic benefits are more likely than not.

 

P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 12 -
6
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
4,315,553
3,898,768
Equity instruments measured at cost less impairment
4,903,203
4,903,203
Carrying amount of financial liabilities
Measured at amortised cost
1,061,516
1,035,445
P.N. GENERATIONS LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 13 -
7
Creditors: amounts falling due after more than one year
Creditors which fall due after five years are as follows:
2023
2022
£
£
Payable other than by instalments
983,596
983,596
8
Loans and other debts due to members

In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.

9
Events after the reporting date

After the balance sheet date, Horizon Fuel Cell Technologies Pte. Ltd entered into an redistribution agreement, the effect of which is that security instruments held by PN Generations have been exchanged for 17,596,197 shares/options in Hyzon Motors Inc. representing 7.2% holding. Hyzon Motors is listed on the Nasdaq stock exchange.

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