Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
COMPANY INFORMATION
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RED ENGINEERING DESIGN LIMITED
CONTENTS
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RED ENGINEERING DESIGN LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
Red Engineering Design Ltd (“RED”) is part of the RED Group, itself part of Tractebel and of the wider Engie Group. A global company of specialist building services and ICT engineers, RED has led the drive towards the zero-carbon goal for over a decade. This has been based on, an insistence, from the start, on providing step-change low carbon solutions which are also commercially viable.
Formerly a business unit of Engie Impact, RED is now part of Tractebel, a global engineering and consulting company delivering integrated solutions for sustainable energy and built environment projects. ENGIE is a global energy and services group operating in the three key business sectors of low-carbon electricity generation (with particular emphasis on natural gas and renewables), energy infrastructures and customer solutions. Principal risks and uncertainties facing the Company The Company is exposed to normal risks associated with its sectors of activity, projects and geographies, namely: - Market fluctuations in terms of demand, competition, - Availability and retention of skilled resources, - Debt collection and cash flow management, - Commitments and potential liabilities arising from its ongoing projects, - Exchange rate fluctuations with exposition being mainly in EUR. Risks are managed in accordance with Company’s commercial policy and procedures, with their identification, assessment and management forming an integral part of RED’s decision-making process. The Company is further ISO 9001 certified.
Business review
Development and performance of the company’s business during the year As a result of continued growth in its core markets together with the expansion of its activity base, the turnover in 2022 increased by 22% compared to 2021. Relative margins decrease reflects the extended investments realised in the development of new activities in the UK, which showed progressive growth in their revenue generation. The proportion of overall revenues in Europe increased compared to previous year, now representing 97% of the turnover, with European activities having known a particularly important growth (+29%). Position at the end of the year Company’s operating results reached £-2,013,331 (2021: £3,391,482), and the loss for the period after taxation was of £-1,803,969 (2021: Profit of £2,530,782). In 2022, the negative results are explained by losses incurred in the new segments of activities in the UK as well as by management fees recharged by Engie Impact for £1.4m. As at 31 December 2022, the Company’s current assets were £29,702,736 (2021: £23,062,035), and Net Assets were £11,557,844 (2021: £13,361,813). Other Financial key performance indicators Average staff numbers increased from 240 in 2021 to 331 in 2022, in support of the Company’s continued growth. The balance sheet reflects the evolution of activities, maintaining a healthy financial position of the Company in terms of working capital and cash position.
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RED ENGINEERING DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Promote the success of the Company
Throughout the year RED promoted the long-term success of the company maintaining a strong base of operation in its existing markets, fostering long term relation with its clients through repeated collaboration opportunities, but also keeping its workforce at the heart of its strategy. Engagement with stakeholders RED recognises the importance of stakeholders. Through regular communication and feedback mechanisms, RED actively engaged with clients, suppliers and shareholders, understanding their expectations for sustainable business relationship and growth of activities. Furthermore, RED’s commitment to its employees' welfare, professional development, and well-being remains a key focus, acknowledging their valuable contribution to our success. Likely consequences of any decision in the long term The company establishes on a yearly basis a strategic plan aimed at covering its expected evolution in following year, but also in the medium term, taking into consideration its current and future market position, as well as key stakeholders. RED thereby ensures all major decisions taken are made after careful consideration of long-term impacts. RED further critically evaluates potential outcomes of decisions made, emphasizing on sustainable practices and environmentally friendly initiatives not only aligns with regulatory requirements but also contributes to minimizing our carbon footprint, positively impacting the environment in the long term. Greenhouse gas emissions and energy consumption With the purpose of reducing its environmental footprint, RED tracks its green-house gas emissions, thereby aiming at setting ambitious targets for reducing its carbon footprint, energy efficiency, water consumption and waste disposal. In 2022 emissions and consumption reached following levels: RED has been able to mitigate the expansion of its carbon footprint associated with traveling thanks to lower emissions generated by heating, commuting, and electricity consumption.
Looking ahead, the company is expected to maintain the expansion of its core activities in 2023. RED further remains committed to fostering innovation, maintaining strong corporate governance and adapting to market dynamics while upholding its values. Finally, RED aims to continue investing in sustainable practices and its people to secure long-term growth and value for all stakeholders.
In conclusion, we, as directors, are dedicated to promoting the success of Red Engineering Design by adhering to the principles outlined in Section 172 of the Companies Act 2006. Our decisions are made with careful consideration of the long-term consequences, ensuring the sustainable growth and prosperity of the company.
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RED ENGINEERING DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
This report was approved by the board and signed on its behalf.
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RED ENGINEERING DESIGN LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
The loss for the year, after taxation, amounted to £1,803,969 (2021 - profit £2,530,782).
Dividends of £Nil (2021: £Nil) were paid.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
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RED ENGINEERING DESIGN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company is expected to maintain the expansion of its activities in 2023, together with pursuing investing in the expansion of its consultancy business.
The Company pursued the development of its R&D activities, through engaging in bringing innovative, energy efficient and low emissions solutions to its clients.
Branches The Company has currently three branches outside of the UK, and one in Turkey and UAE as long term bases of operations, as well as in Denmark in support of its local projects.
The company recognises, in its decision-making process and in the running of its operations, the pivotal role of fostering robust business relationships with suppliers, customers, and various stakeholders. Long-term partnerships with suppliers have enabled us to provide tailored solutions to our clients while ensuring the efficiency of RED’s operations.
RED’s customer-centric approach, further emphasizes on strong communication and understanding of its clients’ evolving needs, thereby leading to continued service enhancements, and market expansion strategies.
See note 25 for details of post balance sheet events.
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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RED ENGINEERING DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RED ENGINEERING DESIGN LIMITED
We have audited the financial statements of Red Engineering Design Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council's Ethical Standard 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.
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
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RED ENGINEERING DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RED ENGINEERING DESIGN LIMITED (CONTINUED)
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.
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.
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RED ENGINEERING DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RED ENGINEERING DESIGN LIMITED (CONTINUED)
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.
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.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: • Enquiry of management and those charged with governance around actual and potential litigation and claims; • Enquiry of management and those charged with governance to identify any material instances of non- compliance with laws and regulations; • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; • Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.
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.
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.
for and on behalf of
Chartered Accountants and Statutory Auditor
Reading Bridge House
George Street
Berkshire
RG1 8LS
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RED ENGINEERING DESIGN LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
REGISTERED NUMBER: 05299489
BALANCE SHEET
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 25 form part of these financial statements.
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RED ENGINEERING DESIGN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Red Engineering Design is a private limited company incorporated in the UK and registered in England and Wales. The registered office is 2 Church Street, Burnham, Bucks, SL1 7HZ. The Company's principal places of business are 100 New Oxford St. London, WC1A 1HB and Lower Farm Barns, 1 Bainton Road, Bucknell, OX27 7LT.
The Company’s principal activities are to deliver specialist building services and ICT infrastructure engineering with a focus on innovative, low energy solutions.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following sections, 2.2 to 2.18 detail the principal accounting policies which have been applied.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Red Group Holdings Limited as at 31 December 2022 and these financial statements may be obtained from 2 Church Street, Burnham, Buckinghamshire SL1 7HZ.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest pound.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Taxation The Company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as previous tax submissions. Tangible fixed assets Tangible fixed assets are depreciated over their useful economic lives taking into accounts residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal value. Percentage of completion The Company uses the percentage of completion method to determine the recognition of revenue on projects undertaken. This estimate depends on an accurate assessment of the costs to complete. Project managers who have adequate and sufficient knowledge of the projects undertaken make these estimates as appropriate. However, the estimates are sensitive to unforeseen deviation from expectations, following which the necessary amendments are made.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The main rate of corporation tax rose from 19% to 25% from 1 April 2023. On this basis deferred tax is provided at the future rate of 25%.
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Profit and loss account
- Engie Impact UK Limited - C3 Resources Limited The consideration paid (via an intercompany loan) is greater than the book value of the net assets acquired, meaning goodwill of £808,689 arose from these transactions. The details of the business combinations were as follows:
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RED ENGINEERING DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,089,021 (2021: £833,824). Contributions totalling £152,045 (2021: £82,246) were payable to the fund at the balance sheet date.
- RED Group Services DWC LLC The consideration paid (via an intercompany loan) is equal to the book value of the net liabilities acquired, meaning no goodwill arose from this transaction. The value of the net liabilities acquired was £1,804,344 and an equivalent intercompany debtor has been recognised accordingly.
The controlling party and the smallest group preparing consolidated financial statements is
The ultimate controlling party is
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