Registered number: 13112248
TOKYO GAS UNITED KINGDOM LTD.
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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TOKYO GAS UNITED KINGDOM LTD.
REGISTERED NUMBER: 13112248
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Net assets excluding pension asset
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The Company's financial statements have been prepared in accordance with the provisions applicable to entities
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TOKYO GAS UNITED KINGDOM LTD.
REGISTERED NUMBER: 13112248
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 October 2024.
The notes on pages 5 to 15 form part of these financial statements.
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TOKYO GAS UNITED KINGDOM LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Surplus on revaluation of other fixed assets
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Share of foreign exchange reserve of associate
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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The notes on pages 5 to 15 form part of these financial statements.
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TOKYO GAS UNITED KINGDOM LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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The notes on pages 5 to 15 form part of these financial statements.
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Tokyo Gas United Kingdom Ltd. ("the Company") invests into Octopus Energy Group Limited and other funds as limited partner. The Company was incorporated on 5 January 2021. The company is a private company limited by shares and is incorporated and domiciled in the UK. The address of its registered office is 85 Gresham Street/5.01, London, England, EC2V 7NQ. The principal activity of the Company is an investment holding company.
2.Accounting policies
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Basis of preparation of financial statements
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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 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 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 principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Tokyo Gas Co., Ltd. as at 31 March 2024 and these financial statements may be obtained from Tokyo Gas Bldg., 1-5-20,Kaigan, Minato-Ku, 105-8527.
The directors have prepared the financial statements on the going concern basis as they do not
intend to liquidate the Company or to cease its operations, and as they have concluded that the
Company’s financial position means that this is realistic. They have also concluded that there are no
material uncertainties that could have cast significant doubt over its ability to continue as a going
concern for at least 12 months from the date of approval of the financial statements (“the going
concern period”).
Consequently, the directors are confident that the Company will have sufficient funds to continue to
meet its liabilities as they fall due for at least 12 months from the date of approval of the financial
statements and therefore have prepared the financial statements on a going concern basis.
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Pounds sterling and rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered.
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investment in associates are accounted for using the equity method and is initially recognised in the statement of financial position at cost. Thereafter, the carrying amount of the investment in associates is increased or decreased to recognise the Company's share of the profit or loss and other comprehensive income of the associate, adjusted where necessary to ensure consistency with the accounting policies of the Company. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment. The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Company's investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS23 as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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amortised cost, depending on the classification of the financial assets.
Equity instruments at fair value through other comprehensive income
On initial recognition of an investment in equity instrument, the Company may make an irrevocable election to designate the financial assets as at fair value through other comprehensive income, providing that it is not held for trading nor is it contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies.
Financial liabilities
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and
the amounts reported for incomes and expenses during the period. However, the nature of estimation
means that the actual outcomes could differ from these estimates.
The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are addressed below:
Investments are initially measured at fair value, which is normally the transaction price. Such assets are
subsequently carried at fair value. Determination of the fair value at year end includes various risk factors,
such as future cash flow of the investee, discounting rate, applied currency rate and transaction prices
made by other companies etc. See note 7 for the carrying amount of the investment.
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The total remuneration was:
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The average monthly number of employees, including the directors, during the year was as follows:
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Charge for the year on owned assets
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in associates
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Foreign exchange movement
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The Company acquired additional shares in Octopus Energy Group Limited for £19,999,9999 together with other investors in January 2023.
The Company made several investments as a limited partner in renewable energy funds during the year, with a total investment of £51,367,973. The Company is classified as an associate and accounted for by the equity method as it has significant influence over the fund.
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings has been reclassified to current assets as it has been agreed to be collected by the end of October 2024.
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Amounts owed by group undertakings
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Prepayments and accrued income
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As above, amounts owed by group undertakings has been reclassified to current assets.
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Cash and cash equivalents
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings will be settled by the end of October 2024. For details, see the note10.
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Creditors: Amounts falling due after more than one year
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The Company and Octopus Energy Group Limited have agreed to settle the deferred consideration by the end of October 2024, notwithstanding the condition that the total number of electricity and gas customers of Tokyo Gas Octopus Energy Co., Ltd. exceeds a certain number on or before 31 October 2024. Therefore, deferred consideration is reclassified to creditors due within one year at this year end.
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Charged to profit or loss
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Charged to other comprehensive income
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.Deferred taxation (continued)
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The provision for deferred taxation is made up as follows:
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Fixed assets timing differences
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Tax losses carried forward
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Allotted, called up and fully paid
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265,868,766 (2022 - 207,546,054) Ordinary shares of £1.00 each
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Allotted, called up and unpaid
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19,820,820 (2021 - 19,820,820) Ordinary shares of £1.00 each
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During this financial year, the Company issued ordinary the total 65,881,453 shares of £1 each at par value.
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Post balance sheet events
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The Company received a capital increase of £3,000,000 from TG in March 2024 for working capital requirements.
The Company made an additional investment of €139,187,330 in the Renewable Energy Fund in March 2024 funded by a capital increase of €140,000,000 from Tokyo Gas Co., Ltd (TG).
The Company made an additional investment of £60,570,465 in Octopus Energy Group Limited shares in April 2024 funded by a capital increase of £60,570,466 from TG.
The Company made an investment of $3,903,582 as a limited partner in the Carbon Fund in August 2024, funded by an advance of £3,903,582 from TG.
The immediate and ultimate parent undertaking and ultimate controlling party is Tokyo Gas Co., Ltd., a
company incorporated in Japan.
The smallest and largest group to consolidate these financial statements is Tokyo Gas Co., Ltd. Copies of
the consolidated financial statements can be obtained from the Company at Tokyo Gas Bldg., 1-5-20,Kaigan, Minato-Ku, 105-8527.
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TOKYO GAS UNITED KINGDOM LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 21 October 2024 by Yusuke Takanishi (Senior Statutory Auditor) on behalf of Greenback Alan LLP.
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