Company registration number 14042216 (England and Wales)
Q-ENERGY HOLDCO UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Q-ENERGY HOLDCO UK LTD
COMPANY INFORMATION
Directors
A Ciruelos
D Parejo
O Perez
Company number
14042216
Registered office
58 Marylebone High Street
London
United Kingdom
W1U 5HT
Auditor
Azets Audit Services
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
Q-ENERGY HOLDCO UK LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Group statement of comprehensive income
6
Group statement of financial position
7 - 8
Group statement of changes in equity
9
Group statement of cash flows
10
Notes to the group financial statements
11 - 20
Parent company statement of financial position
21
Parent company statement of changes in equity
22
Notes to the parent company financial statements
23 - 24
Q-ENERGY HOLDCO UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and consolidated financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the group continued to be that of battery energy storage. The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 6.
No ordinary dividends were paid during the current or prior period. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Ciruelos
D Parejo
O Perez
C Santa Cruz
(Resigned 21 July 2023)
Comparative reporting period
In 2022, the company changed its accounting reference date from 30 April to 31 December to align with other group companies. The prior period consolidated financial statements cover the 8 month period from incorporation on 12 April 2022 to 31 December 2022. Therefore these financial statements are not entirely comparable.
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and financial statements, including the consolidated financial statements and the company financial statements, in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. In preparing the consolidated financial statements, the directors have also elected to comply with IFRS, issued by the International Accounting Standards Board (IASB). The consolidated financial statements are required by law to give a true and fair view of the state of affairs of the Company on a consolidated and individual basis and of the consolidated profit 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;
state that the financial statements comply with IFRS as adopted by the United Kingdom, subject to any material departures disclosed and explained in the financial statements; and
prepare the consolidated financial statements and company financial statements on a going concern basis unless it is inappropriate to presume that the company, on a consolidated and individual basis, will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Q-ENERGY HOLDCO UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the small companies exemption.
On behalf of the board
A Ciruelos
Director
26 July 2024
Q-ENERGY HOLDCO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF Q-ENERGY HOLDCO UK LTD
- 3 -
Opinion
We have audited the financial statements of Q-Energy Holdco UK Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK adopted international accounting standards and the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 group and parent 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, 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.
Conclusions relating to going concern
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 group's and parent 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.
Q-ENERGY HOLDCO UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF Q-ENERGY HOLDCO UK LTD
- 4 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has 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 group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements 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; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Q-ENERGY HOLDCO UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF Q-ENERGY HOLDCO UK LTD
- 5 -
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and 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 indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
David Lawrence BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited
2 August 2024
Chartered Accountants
Statutory Auditor
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
Q-ENERGY HOLDCO UK LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Revenue
4
270,227
509,803
Cost of sales
(259,239)
(194,727)
Gross profit
10,988
315,076
Administrative expenses
(215,824)
(492,913)
Operating loss
5
(204,836)
(177,837)
Finance costs
8
(250,770)
(163,592)
Loss before taxation
(455,606)
(341,429)
Income tax expense
-
-
Loss and total comprehensive income for the year
(455,606)
(341,429)
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The notes on pages 11 to 20 form an integral part of these consolidated financial statements.
Q-ENERGY HOLDCO UK LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
Non-current assets
Goodwill
9
1,722,680
1,722,680
Property, plant and equipment
10
1,928,852
2,040,480
3,651,532
3,763,160
Current assets
Trade and other receivables
11
120,259
136,244
Cash and cash equivalents
207,244
269,090
327,503
405,334
Current liabilities
Trade and other payables
13
113,983
68,605
Lease liabilities
14
9,385
8,928
123,368
77,533
Net current assets
204,135
327,801
Non-current liabilities
Trade and other payables
13
4,057,992
3,828,294
Lease liabilities
14
407,173
416,559
4,465,165
4,244,853
Net liabilities
(609,498)
(153,892)
Equity
Called up share capital
15
100
100
Equity reserve
16
187,437
187,437
Retained earnings
(797,035)
(341,429)
Total equity
(609,498)
(153,892)
The notes on pages 11 to 20 form an integral part of these consolidated financial statements.
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
Q-ENERGY HOLDCO UK LTD
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
The financial statements were approved by the board of directors and authorised for issue on 26 July 2024 and are signed on its behalf by:
A Ciruelos
Director
Company registration number 14042216 (England and Wales)
Q-ENERGY HOLDCO UK LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Equity reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 12 April 2022
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(341,429)
(341,429)
Transactions with owners:
Issue of share capital
15
100
-
-
100
Capital contributions from owners
-
187,437
-
187,437
Balance at 31 December 2022
100
187,437
(341,429)
(153,892)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(455,606)
(455,606)
Balance at 31 December 2023
100
187,437
(797,035)
(609,498)
The notes on pages 11 to 20 form an integral part of these consolidated financial statements.
Q-ENERGY HOLDCO UK LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
17
(61,846)
(2,805)
Interest paid
(142,085)
Income taxes refunded
15,351
Net cash outflow from operating activities
(61,846)
(129,539)
Investing activities
Purchase of subsidiary company
(1,462,774)
Purchase of property, plant and equipment
(19,299)
Net cash used in investing activities
-
(1,482,073)
Financing activities
Proceeds from shareholder contributions
187,537
Proceeds from borrowings
3,828,394
Repayment of borrowings
(2,135,229)
Net cash (used in)/generated from financing activities
-
1,880,702
Net (decrease)/increase in cash and cash equivalents
(61,846)
269,090
Cash and cash equivalents at beginning of year
269,090
Cash and cash equivalents at end of year
207,244
269,090
The notes on pages 11 to 20 form an integral part of these consolidated financial statements.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
Q-Energy Holdco UK Ltd (the 'company') is a private company limited by shares and incorporated in England and Wales. The registered office is 58 Marylebone High Street, London, England, W1U 5HT. The group's and company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of Q-Energy Holdco UK Ltd and all of its subsidiaries.
Comparative reporting period
In 2022, the company changed its accounting reference date from 30 April to 31 December to align with other group companies. The prior period consolidated financial statements cover the 8 month period from incorporation on 12 April 2022 to 31 December 2022. Therefore these consolidated financial statements are not entirely comparable.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the group and company. Monetary amounts in these financial statements are rounded to the nearest £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Business combinations
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company, Q-Energy Holdco UK Ltd, together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truegroup and company has adequate resources to continue in operational existence for the foreseeable future as the group has access to financing from it's shareholders who continue to support the group. The group and company are dependent upon continued support from the ultimate parent company, who have provided written confirmation of their willingness to provide continued support to the group and company for the foreseeable future, defined as at least 12 months from the date of signing these financial statements for the year ended 31 December 2023. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or service to a customer.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sales of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the group and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The company recognises revenue from the following major sources:
The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:
National grid services revenue
Revenue from the supply of electricity and ancillary services is recognised on a monthly basis, when the power is sold to the grid.
1.6
Goodwill
Goodwill represents the excess of the cost of acquisition of incorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.7
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation 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:
Freehold land and buildings
5% straight line
Leasehold land and buildings
over the term of the lease
Plant and equipment
5% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the Consolidated income statement.
1.8
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities 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 parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
1.10
Cash and cash equivalents
Cash and cash equivalents 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.
1.11
Financial assets
Financial assets are recognised in the group's and company's statement of financial position when the group and company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.12
Financial liabilities
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including trade and other payables, and amounts owed to fellow group undertakings, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
1.13
Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.14
Leases
At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
lease payments made at or before the commencement of the lease;
initial direct costs incurred; and
the amount of any provision recognised where the company is contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement, lease liabilities and receivables increase as a result of interest charged at a constant rate on the balance outstanding, and are reduced for lease payments made.
Right-of-use assets are depreciated on a straight-line basis over the remaining terms of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
At each reporting end date, the company reviews the carrying amounts of its tangible and right-of-use assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
2
Adoption of new and revised standards and changes in accounting policies
The group applied the following standards and amendments for the first-time, which are effective for annual periods beginning on or after 1 January 2023:
- Amendments to IAS 1: Disclosure of Accounting Policies and IFRS Practice Statement 2;
- Amendments to IAS 8: Definition of Accounting Estimates;
- Amendments to IAS 12: Deferred Tax related to Assets and Liabiliites arising from a Single Transaction;
- IFRS 17 - Insurance Contracts; and
- Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules (effective from 23 May 2023)
None of the above had a material impact on the group's financial statements.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 16 -
Standards which are in issue but not yet effective
The company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The following amendments are effective for annual reporting periods beginning on or after 1 January 2024:
- Amendments to IFRS 16: Lease Liability in a Sale and Leaseback;
- Amendments to IAS 1: Classification of Liabilities as Current or Non-current; and
- Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements.
These are not expected to have any material impact on the group's financial statements.
3
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors consider there to be no significant critical estimates or judgements that are material to the group or company.
4
Revenue
Year to
Period to
31 December
31 December
2023
2022
£
£
Revenue analysed by class of business
Provision of wholesale energy
270,227
509,803
Revenue for the current and prior period related solely to services provided within the United Kingdom.
5
Operating profit/(loss)
Year to
Period to
31 December
31 December
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
25,042
Depreciation of property, plant and equipment
111,628
79,434
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
6
Auditor's remuneration
Year to
Period to
31 December
31 December
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,700
3,750
Audit of the financial statements of the company's subsidiaries
7,650
6,750
10,350
10,500
7
Employees
The average monthly number of persons (including directors) employed by the group during the year/period was:
2023
2022
Number
Number
3
4
8
Finance costs
2023
2022
£
£
Interest on lease liabilities
21,072
21,507
Other interest payable
229,698
142,085
Total interest expense
250,770
163,592
9
Intangible assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
1,722,680
Carrying amount
At 31 December 2023
1,722,680
At 31 December 2022
1,722,680
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
10
Property, plant and equipment
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Total
Group
£
£
£
£
Cost
At 1 January 2023 and 31 December 2023
24,902
465,703
1,897,186
2,387,791
Accumulated depreciation and impairment
At 1 January 2023
5,190
81,497
260,624
347,311
Charge for the year
1,245
15,524
94,859
111,628
At 31 December 2023
6,435
97,021
355,483
458,939
Carrying amount
At 31 December 2023
18,467
368,682
1,541,703
1,928,852
At 31 December 2022
19,712
384,206
1,636,562
2,040,480
11
Trade and other receivables
2023
2022
£
£
Trade receivables
3,151
VAT recoverable
28,491
10,297
Amount owed by parent undertaking
100
100
Other receivables
-
25,200
Prepayments
91,668
97,496
120,259
136,244
12
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
13
Trade and other payables
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Trade payables
12,573
2,864
-
-
Amount owed to parent undertaking
4,057,992
3,828,294
Amounts owed to fellow group undertakings
-
25,200
-
-
Accruals
101,410
40,541
113,983
68,605
4,057,992
3,828,294
The directors consider that the carrying amount of trade and other payables is approximately equal to their fair value.
All financial instruments held by the group in the current and prior period are carried at amortised cost.
The group's main liquidity risk exposure is with its parent undertaking, which at the reporting date was £4,057,992. The amounts payable are unsecured, repayable after more than 5 years, and bear interest a rate of 6%. Management deems liquidity risk to be low, given that these loans do not expire within 5 years.
14
Lease liabilities - Group
2023
2022
Maturity analysis
£
£
Within one year
9,385
8,928
In two to five years
42,595
40,522
In over five years
364,578
376,037
Total undiscounted liabilities
416,558
425,487
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2023
2022
£
£
Current liabilities
9,385
8,928
Non-current liabilities
407,173
416,559
416,558
425,487
2023
2022
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
21,506
21,507
Q-ENERGY HOLDCO UK LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
The Ordinary shares have full voting rights and no right to fixed income. The shares are entitled to a distribution of dividends and capital distribution.
16
Equity reserve
2023
2022
£
£
At the beginning of the year
187,437
Arising in the year
187,437
At the end of the year
187,437
187,437
17
Cash absorbed by operations
2023
2022
£
£
Loss for the year before income tax
(455,606)
(341,429)
Adjustments for:
Finance costs
-
142,085
Depreciation and impairment of property, plant and equipment
102,699
79,434
Movements in working capital:
Decrease in trade and other receivables
15,985
74,494
Increase in trade and other payables
275,076
42,611
Cash absorbed by operations
(61,846)
(2,805)
18
Capital risk management
The group is not subject to any externally imposed capital requirements.
Q-ENERGY HOLDCO UK LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 21 -
2023
2022
Notes
£
£
£
£
Non-current assets
Investments
20
187,537
187,537
Current assets
Trade and other receivables
22
4,054,800
3,828,294
Cash and cash equivalents
61
61
4,054,861
3,828,355
Current liabilities
24
(7,848)
-
Net current assets
4,047,013
3,828,355
Total assets less current liabilities
4,234,550
4,015,892
Non-current liabilities
24
(4,057,992)
(3,828,294)
Net assets
176,558
187,598
Equity
Called up share capital
100
100
Equity reserve
187,437
187,437
Retained earnings
(10,979)
61
Total equity
176,558
187,598
The notes on pages 23 to 24 form an integral part of these consolidated financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £11040 (2022: £61 profit).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 July 2024 and are signed on its behalf by:
26 July 2024
A Ciruelos
Director
Company registration number 14042216 (England and Wales)
Q-ENERGY HOLDCO UK LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
Share capital
Equity reserve
Retained earnings
Total
£
£
£
£
Period from 12 April to 31 December 2022:
Issue of share capital on incorporation
100
-
-
100
Profit and total comprehensive income
-
-
61
61
Capital contributions from owners
-
187,437
-
187,437
Balance at 31 December 2022
100
187,437
61
187,598
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(11,040)
(11,040)
Balance at 31 December 2023
100
187,437
(10,979)
176,558
The notes on pages 23 to 24 form an integral part of these consolidated financial statements.
Q-ENERGY HOLDCO UK LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
19
Accounting policies - Company
Company information
Q-Energy Holdco UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 58 Marylebone High Street, London, United Kingdom, W1U 5HT. The company's principal activities and nature of its operations are disclosed in the directors' report.
19.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.
19.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
20
Investments - Company
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
187,537
187,537
Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Investment in subsidiary undertakings
Details of the company's principal operating subsidiaries are included in {note.note78}.
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 & 31 December 2023
187,537
Carrying amount
At 31 December 2023
187,537
At 31 December 2022
187,537
Q-ENERGY HOLDCO UK LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
21
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
GBSL Dorking Limited
58 Marylebone High Street, London, United Kingdom, W1U 5HT
Energy storage
Ordinary
-
100.00
Q-Energy Bidco 1 Limited
As above
Holding company
Ordinary
100.00
-
Q-Energy Bidco 2 Limited
As above
Holding company
Ordinary
-
100.00
22
Trade and other receivables - Company
2023
2022
£
£
VAT recoverable
1,308
-
Amount owed by parent undertaking
100
100
Amounts owed by fellow group undertakings
4,053,392
3,828,194
4,054,800
3,828,294
23
Trade and other payables - Company
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Amount owed to parent undertaking
4,057,992
3,828,294
Accruals
7,848
7,848
-
4,057,992
3,828,294
24
Liabilities - Company
Current
Non-current
2023
2022
2023
2022
Notes
£
£
£
£
Trade and other payables
23
7,848
-
4,057,992
3,828,294
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