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Registered number: 13112248










TOKYO GAS UNITED KINGDOM LTD.










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
TOKYO GAS UNITED KINGDOM LTD.
REGISTERED NUMBER: 13112248

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Non-current assets
  

Tangible assets
 5 
9,299
-

Fixed asset investments
 6 
541,849,379
309,105,065

Debtors: amounts falling due after more than one year
 7 
-
19,820,820

  
541,858,678
328,925,885

Current assets
  

Debtors: amounts falling due within one year
 7 
20,234,807
17,737

Cash at bank and in hand
 8 
5,190,290
20,412,044

  
25,425,097
20,429,781

Creditors: amounts falling due within one year
 9 
(20,187,488)
(136,493)

Net current assets
  
 
 
5,237,609
 
 
20,293,288

Total assets less current liabilities
  
547,096,287
349,219,173

  

Creditors: amounts falling due after more than one year
 10 
-
(19,820,820)

  
547,096,287
329,398,353

Provisions for liabilities
  

Deferred taxation
 11 
(65,501,923)
(25,534,448)

  
 
 
(65,501,923)
 
 
(25,534,448)

  

Net assets excluding pension asset
  
481,594,364
303,863,905

Net assets
  
481,594,364
303,863,905


Capital and reserves
  

Called up share capital 
 12 
285,689,586
227,366,874

Revaluation reserve
  
198,127,082
77,043,633

Foreign exchange reserve
  
628,951
-

Profit and loss account
  
(2,851,255)
(546,602)

  
481,594,364
303,863,905


The Company's financial statements have been prepared in accordance with the provisions applicable to entities
Page 1

 
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.




Koji Yoshizaki
Director

The notes on pages 5 to 15 form part of these financial statements.

Page 2

 
TOKYO GAS UNITED KINGDOM LTD.
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Revaluation reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
227,366,874
77,043,633
-
(546,602)
303,863,905


Comprehensive income for the year

Loss for the year

-
-
-
(2,304,653)
(2,304,653)

Surplus on revaluation of other fixed assets
-
121,083,449
-
-
121,083,449

Share of foreign exchange reserve of associate
-
-
628,951
-
628,951


Other comprehensive income for the year
-
121,083,449
628,951
-
121,712,400


Total comprehensive income for the year
-
121,083,449
628,951
(2,304,653)
119,407,747


Contributions by and distributions to owners

Shares issued during the year
58,322,712
-
-
-
58,322,712


Total transactions with owners
58,322,712
-
-
-
58,322,712


At 31 December 2023
285,689,586
198,127,082
628,951
(2,851,255)
481,594,364


The notes on pages 5 to 15 form part of these financial statements.

Page 3

 
TOKYO GAS UNITED KINGDOM LTD.
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
161,485,421
77,043,633
(206,904)
238,322,150


Comprehensive income for the year

Loss for the year

-
-
(339,698)
(339,698)


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
(339,698)
(339,698)


Contributions by and distributions to owners

Shares issued during the year
65,881,453
-
-
65,881,453


Total transactions with owners
65,881,453
-
-
65,881,453


At 31 December 2022
227,366,874
77,043,633
(546,602)
303,863,905


The notes on pages 5 to 15 form part of these financial statements.

Page 4

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

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.

 
2.3

Going concern

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.

Page 5

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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.

 
2.5

Revenue

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.

Page 6

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

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.

 
2.7

Tangible fixed assets

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:

Office equipment
-
20%

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.

Page 7

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Valuation of investments

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. 

 
2.9

Debtors

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.

 
2.10

Cash and cash equivalents

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.

 
2.11

Creditors

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.

 
2.12

Financial instruments


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
Page 8

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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.

Page 9

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Employees

The total remuneration was:


2023
2022
£
£

Wages and salaries
908,920
84,926

908,920
84,926


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
4
3



Admin staff
2
-

6
3


5.


Tangible fixed assets





Office equipment

£



Cost or valuation


Additions
10,695



At 31 December 2023

10,695



Depreciation


Charge for the year on owned assets
1,396



At 31 December 2023

1,396



Net book value



At 31 December 2023
9,299



At 31 December 2022
-

Page 10

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Fixed asset investments





Investments in associates
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 January 2023
-
309,105,066
309,105,066


Additions
51,367,973
19,999,999
71,367,972


Foreign exchange movement
628,951
-
628,951


Revaluations
-
161,444,598
161,444,598


Share of profit/(loss)
(697,208)
-
(697,208)



At 31 December 2023
51,299,716
490,549,663
541,849,379




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.

Page 11

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
-
19,820,820

-
19,820,820


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.

2023
2022
£
£

Due within one year

Amounts owed by group undertakings
19,820,820
-

Other debtors
101,253
17,737

Prepayments and accrued income
312,734
-

20,234,807
17,737


As above, amounts owed by group undertakings has been reclassified to current assets.


8.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
5,190,290
20,412,044

5,190,290
20,412,044


Page 12

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
26,499
-

Amounts owed to group undertakings
149,068
29,784

Deferred consideration
19,820,820
-

Accruals and deferred income
191,101
106,709

20,187,488
136,493


Amounts owed to group undertakings will be settled by the end of October 2024. For details, see the note10.


10.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Deferred consideration
-
19,820,820

-
19,820,820


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.


11.


Deferred taxation




2023


£






At beginning of year
(25,534,448)


Charged to profit or loss
393,675


Charged to other comprehensive income
(40,361,150)



At end of year
(65,501,923)

Page 13

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Fixed assets timing differences
(2,325)
-

Tax losses carried forward
542,763
146,763

Revaluation gain
(66,042,361)
(25,681,211)

(65,501,923)
(25,534,448)


12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



265,868,766 (2022 - 207,546,054) Ordinary shares of £1.00 each
265,868,766
207,546,054

Allotted, called up and unpaid



19,820,820 (2021 - 19,820,820) Ordinary shares of £1.00 each
19,820,820
19,820,820


During this financial year, the Company issued ordinary the total 65,881,453 shares of £1 each at par value.


13.


Post balance sheet events

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.


14.


Controlling party

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.

Page 14

 
TOKYO GAS UNITED KINGDOM LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Auditors' information

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.

Page 15