REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
DISTGEN ROGERSHILL LGC PLC |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
DISTGEN ROGERSHILL LGC PLC |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
CONTENTS OF THE FINANCIAL STATEMENTS |
For The Year Ended 31 March 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 4 |
Income Statement | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Cash Flow Statement | 12 |
Notes to the Cash Flow Statement | 13 |
Notes to the Financial Statements | 14 |
DISTGEN ROGERSHILL LGC PLC |
COMPANY INFORMATION |
For The Year Ended 31 March 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
6 Beaconsfield Road |
Clifton |
Bristol |
BS8 2TS |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
STRATEGIC REPORT |
For The Year Ended 31 March 2024 |
The directors present their strategic report for the year ended 31 March 2024. |
REVIEW OF BUSINESS |
The trading performance of the company is regarded as satisfactory given certain specific repair costs required to ensure that equipment efficiency and safety requirements were satisfied. |
With the turbine operating to predicted levels, the future business outlook is positive. |
The directors consider that the appropriate key performance indicators were: |
- achievement of gross profit of £456,202 (94%) as compared to £229,086 (90%) for the prior year; |
- maintenance of liquidity; |
- payment of dividend to debenture holders. |
The future trading outlook is positive. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The directors have assessed the major risks facing the company as: |
- the technical performance and reliability of equipment to ensure a high level of production and to generate electricity to anticipated levels; |
- the impact on future revenues of changes in the economic climate |
- the continued support of Government subsidies at contractually agreed levels. |
ON BEHALF OF THE BOARD: |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
REPORT OF THE DIRECTORS |
For The Year Ended 31 March 2024 |
The directors present their report with the financial statements of the company for the year ended 31 March 2024. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 March 2024 will be £118,159. These are paid to debenture holders. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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 accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, James, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
DISTGEN ROGERSHILL LGC PLC |
Opinion |
We have audited the financial statements of Distgen Rogershill Lgc plc (the 'company') for the year ended 31 March 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, 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 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
DISTGEN ROGERSHILL LGC PLC |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
DISTGEN ROGERSHILL LGC PLC |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the renewable energy sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- reading the minutes of meetings of those charged with governance; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company’s legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
DISTGEN ROGERSHILL LGC PLC |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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 |
Statutory Auditors |
6 Beaconsfield Road |
Clifton |
Bristol |
BS8 2TS |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
INCOME STATEMENT |
For The Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) |
OPERATING PROFIT | 4 |
Interest receivable and similar income |
PROFIT BEFORE TAXATION |
Tax on profit | 5 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
OTHER COMPREHENSIVE INCOME |
For The Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
BALANCE SHEET |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
10 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 12 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 13 |
Retained earnings | 14 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
STATEMENT OF CHANGES IN EQUITY |
For The Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2024 |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
CASH FLOW STATEMENT |
For The Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Tax paid | ( |
) | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Interest received |
Net cash from investing activities |
Cash flows from financing activities |
Debenture issue (redemption) | ( |
) | ( |
) |
Debenture dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) | ( |
) |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
145,552 |
Cash and cash equivalents at end of year | 2 | 168,408 | 80,453 |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
NOTES TO THE CASH FLOW STATEMENT |
For The Year Ended 31 March 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation |
Depreciation charges |
Finance income | (973 | ) | (265 | ) |
325,201 | 86,290 |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 168,408 | 80,453 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 80,453 | 145,552 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank | 80,453 | 87,955 | 168,408 |
80,453 | 168,408 |
Debt |
Debts falling due within 1 year | (47,778 | ) | - | (47,778 | ) |
Debts falling due after 1 year | (430,000 | ) | 47,778 | (382,222 | ) |
(477,778 | ) | 47,778 | (430,000 | ) |
Total | (397,325 | ) | 135,733 | (261,592 | ) |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
NOTES TO THE FINANCIAL STATEMENTS |
For The Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Distgen Rogershill Lgc plc is a private company , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover represents net value of services supplied, excluding value added tax. |
Tangible fixed assets |
Plant and machinery | - |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 March 2024 nor for the year ended 31 March 2023. |
The average number of employees during the year was NIL (2023 - NIL). |
2024 | 2023 |
£ | £ |
Directors' remuneration |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Year Ended 31 March 2024 |
4. | OPERATING PROFIT |
The operating profit is stated after charging: |
2024 | 2023 |
£ | £ |
Depreciation - owned assets |
Auditors' remuneration |
5. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax |
Tax on profit |
UK corporation tax has been charged at 25% (2023 - 19%). |
6. | DIVIDENDS |
Debenture dividends of £118,159 were payable in respect of the year. |
7. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Accrued income |
Prepayments |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Year Ended 31 March 2024 |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Debentures (see note 11) |
Trade creditors |
Amounts owed to group undertakings |
Tax |
VAT | 4,197 | 4,695 |
Other creditors |
Debenture dividend payable | 80,751 | 30,088 |
Accrued expenses |
10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£ | £ |
Debentures (see note 11) |
11. | LOANS |
An analysis of the maturity of loans is given below: |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or on demand: |
Debentures | 47,778 | 47,778 |
Amounts falling due between one and two years: |
Debentures - 1-2 years |
Amounts falling due between two and five years: |
Debentures - 2-5 years |
Amounts falling due in more than five years: |
Repayable by instalments |
Debentures more than 5 years | 191,111 | 238,889 |
Debentures, issued to private investors, are redeemable over a period of 18 years and are entitled to investment income based on trading performance levels. |
12. | PROVISIONS FOR LIABILITIES |
2024 | 2023 |
£ | £ |
Deferred tax | 36,612 | 41,612 |
DISTGEN ROGERSHILL LGC PLC (REGISTERED NUMBER: 07913307) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Year Ended 31 March 2024 |
12. | PROVISIONS FOR LIABILITIES - continued |
Deferred |
tax |
£ |
Balance at 1 April 2023 |
Utilised during year | ( |
) |
Balance at 31 March 2024 |
Deferred tax relates solely to timing differences between depreciation of fixed assets and capital allowances. |
13. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 12,500 | 12,500 |
14. | RESERVES |
Retained |
earnings |
£ |
At 1 April 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 March 2024 |
15. | ULTIMATE PARENT COMPANY |
Participa Limited is regarded by the directors as being the company's ultimate parent company. |
16. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |