Company registration number 14633512 (England and Wales)
FLEETWOOD ENERGY INVESTMENTS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
FLEETWOOD ENERGY INVESTMENTS LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Statement of cash flows
3
Notes to the financial statements
4 - 9
FLEETWOOD ENERGY INVESTMENTS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
Notes
£
Non-current assets
Investments
3
32,753,849
Current assets
Cash and cash equivalents
1
Current liabilities
Trade and other payables
4
66,534
Current tax liabilities
8,625
75,159
Net current liabilities
(75,158)
Non-current liabilities
Deferred tax liabilities
5
63,462
Net assets
32,615,229
Equity
Called up share capital
6
32,391,161
Retained earnings
224,068
Total equity
32,615,229
The directors of the company have elected not to include a copy of the income statement within the financial statements.
For the financial Period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the Period in question in accordance with section 476.
These financial statements have been prepared and delivered 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 23 September 2024 and are signed on its behalf by:
B M E Abdel-Wahab
Director
Company registration number 14633512 (England and Wales)
FLEETWOOD ENERGY INVESTMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 2 February 2023
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
224,068
224,068
Transactions with owners:
Issue of share capital
6
32,391,161
-
32,391,161
Balance at 31 December 2023
32,391,161
224,068
32,615,229
FLEETWOOD ENERGY INVESTMENTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
2023
Notes
£
£
Cash flows from operating activities
-
Interest paid
(62,753)
Net cash outflow from operating activities
(62,753)
Investing activities
Repayments of short term loans
(2,508,496)
Purchase of investments
(32,500,000)
Net cash used in investing activities
(35,008,496)
Financing activities
Proceeds from issue of shares
32,391,161
Receipt of short term loans
2,680,089
Net cash generated from/(used in) financing activities
35,071,250
Net increase in cash and cash equivalents
1
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
1
FLEETWOOD ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
Fleetwood Energy Investments Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Alexander & Co, Centurion House, 129 Deansgate, Manchester, M3 3WR. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
The first reporting period started on the date of incorporation and ended on 31 December 2023. Subsequent accounting periods are expected to align to the calendar year end 31 December.
1.2
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 company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, except for the revaluation of Non-current investments. The principal accounting policies adopted are set out below.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.
1.4
Cash and cash equivalents
Cash and cash equivalents includes cash in hand.
1.5
Financial assets
Financial assets are recognised in the company's statement of financial position when the 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.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
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.
FLEETWOOD ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
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.
1.6
Financial liabilities
The company recognises financial debt when the company 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 borrowings, trade payables and other short-term monetary liabilities, 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 company’s obligations are discharged, cancelled, or they expire.
FLEETWOOD ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.7
Equity instruments
Equity instruments issued by the 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 at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The company has no employees other than the directors who receive no remuneration from the company for their services.
2
Employees
2023
Number
2
The company had no employees or officers other than the directors. The directors received no remuneration during the period.
FLEETWOOD ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
3
Investments
Current
Non-current
2023
2023
£
£
Other investments
-
32,753,849
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.
The fair value of investments which are not traded on an active liquid market are determined by the directors in accordance with generally accepted pricing models.
Movements in non-current investments
Investments
£
Cost or valuation
At 2 February 2023
-
Additions
32,500,000
Increase in estimated fair value
253,849
At 31 December 2023
32,753,849
Carrying amount
At 31 December 2023
32,753,849
4
Trade and other payables
2023
£
Amounts owed to associate undertakings
16,695
Accruals
47,113
Other taxes
2,726
66,534
FLEETWOOD ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
5
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Revaluation
£
Liability at 2 February 2023
-
Deferred tax movements in current year
Charge/(credit) to profit or loss
63,462
Liability at 31 December 2023
63,462
6
Share capital
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of £1 each
32,391,161
32,391,161
7
Capital risk management
The company is not subject to any externally imposed capital requirements.
8
Related party transactions
During the year the company received a loan of US$3.2m from EFG Hermes IB Limited. The loan attracted interest at 3.6% above SOFR. The loan was repaid during the period.
During the period Beaufort Management Ltd incurred expenditure of £38,112 on behalf of the company which is included within other creditors in creditors: amounts falling due within one year.
K Moussa and B Abdel-Wahab, who were directors of the company during the period, are directors of Beaufort Management Ltd. EFG Hermes IB Limited and Beaufort Management Ltd are subsidiaries of EFG Holdings SAE, the Executive Committee of which K Moussa is a member.
During the period the company's initial shareholder, Vortex Energy IV, LP, met expenses on behalf of the company. At the period end £16,695 was due to Vortex Energy IV, LP.
Key management personnel, representing the directors, received no remuneration during the period.
FLEETWOOD ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
9
Cash absorbed by operations
2023
£
Profit for the Period before income tax
296,155
Adjustments for:
Finance costs
78,441
Exchange gains on short term loans
(171,593)
Fair value adjustment of investment
(253,849)
Movements in working capital:
Increase in trade and other payables
50,846
Cash absorbed by operations
-
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