Company registration number 11116343 (England and Wales)
EE AFRICA POWER HOLDINGS UK LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
EE AFRICA POWER HOLDINGS UK LTD
COMPANY INFORMATION
Directors
Kenneth Wade Cline
Scott George Mackin
Secretary
Intertrust (UK) Limited
Company number
11116343
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AX
EE AFRICA POWER HOLDINGS UK LTD
CONTENTS
Page
Directors' report
1 - 2
Statement of comprehensive income
3
Statement of financial position
4
Statement of changes in equity
5
Notes to the financial statements
6 - 9
EE AFRICA POWER HOLDINGS UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of an investment holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Kenneth Wade Cline
Scott George Mackin
Qualifying third party indemnity provisions
The company has not made qualifying third party indemnity provisions for the benefit of its directors during the year and up to the date of this report.
Subsequent events
The directors are not aware of any events subsequent to the reporting period which requires disclosure in or adjustments to the financial statements.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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.
Going concern
After making appropriate enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For this reason, they have chosen to adopt the going concern basis in preparing the Group’s financial statements. |
Substantial shareholdings
As at the date of this report, the Company did not receive any notifications under chapter 5 of the Disclosure Guidance and Transparency Rules.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
EE AFRICA POWER HOLDINGS UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
On behalf of the board
Scott George Mackin
Director
8 November 2024
EE AFRICA POWER HOLDINGS UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
2023
2022
$
$
Revenue
-
-
Administrative expenses
(52,157)
(214,615)
Loss before taxation
(52,157)
(214,615)
Tax on loss
Loss for the financial year
(52,157)
(214,615)
The income statement has been prepared on the basis that all operations are continuing operations.
There were no components of 'other comprehensive income' which are required to be separately disclosed during the current period.
The notes on pages 6 to 9 form part of these financial statements.
EE AFRICA POWER HOLDINGS UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 4 -
2023
2022
Notes
$
$
$
$
Non-current assets
Investments
4
175,081,227
175,081,227
Current assets
Trade and other receivables
6
37,824
65,251
Cash and cash equivalents
20,294
19,630
58,118
84,881
Current liabilities
7
(998,516)
(973,122)
Net current liabilities
(940,398)
(888,241)
Net assets
174,140,829
174,192,986
Equity
Called up share capital
8
10,000
10,000
Share premium account
173,898,540
173,898,540
Capital contribution
1,192,502
1,192,502
Retained earnings
(960,213)
(908,056)
Total equity
174,140,829
174,192,986
The notes on pages 6 to 9 form part of these financial statements.
For the financial year 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 year in question in accordance with section 476.
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 8 November 2024 and are signed on its behalf by:
Scott George Mackin
Director
Company registration number 11116343 (England and Wales)
EE AFRICA POWER HOLDINGS UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Share capital
Share premium account
Capital contribution
Retained earnings
Total
$
$
$
$
$
Balance at 1 January 2022
10,000
173,898,540
-
(693,441)
173,215,099
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(214,615)
(214,615)
Contribution to equity
-
-
1,192,502
1,192,502
Balance at 31 December 2022
10,000
173,898,540
1,192,502
(908,056)
174,192,986
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(52,157)
(52,157)
Balance at 31 December 2023
10,000
173,898,540
1,192,502
(960,213)
174,140,829
The notes on pages 6 to 9 form part of these financial statements.
EE AFRICA POWER HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
1
Accounting policies
Company information
EE Africa Power Holdings UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in dollars, 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. The principal accounting policies adopted are set out below.
The financial statements contain information about EE Africa Power Holdings UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group.
The Company has availed itself an exemption in accordance with FRS 102 paragraph 9.9C (a) and with sections s402 and s405 (3) (c) of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The Company is held as part of an investment portfolio with investments being classified at cost less impairment.
1.2
Going concern
The financial statements have been prepared on the going concern basis for the reason set out in the director’s report under the heading “Going Concern”. true
1.3
Non-current investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and 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.
1.5
Financial instruments
The company classifies its financial assets in the following categories: loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. The director determines the classification of the financial assets at initial recognition.
Basic financial assets, including trade and other debtors, cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. In this case, the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar instrument.
Basic financial assets are subsequently measured at amortised cost using the effective interest method.
Financial assets and liabilities that are classified as payable or receivable within one year on initial recognition are measured at the undiscounted amounts of the cash or other consideration expected to be paid or received, net of impairment.
EE AFRICA POWER HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
1.6
Equity instruments
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
1.7
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 income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the year. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
1.8
Foreign exchange
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
EE AFRICA POWER HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2
Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
4
Fixed asset investments
2023
2022
$
$
Shares in group undertakings and participating interests
175,081,227
175,081,227
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Endeavor Energy Projects B.V.
Netherlands
Ordinary
100.00
6
Trade and other receivables
2023
2022
Amounts falling due within one year:
$
$
Amounts owed by group undertakings
37,674
65,102
Prepayments
150
149
37,824
65,251
EE AFRICA POWER HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Current liabilities
2023
2022
$
$
Amounts owed to group undertakings
867,172
840,797
Accruals
131,344
132,325
998,516
973,122
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary of $1 each
10,000
10,000
10,000
10,000
On the 18th of December 2017, 1 ordinary share with a nominal value of $1 USD was issued on incorporation. On the 20th of December 2017, 9,999 shares with a nominal value of $9,999 USD were issued for consideration of $20,881.66.
9
Parent company
The Company's immediate parent is Endeavor Energy Power Holdings LLC, incorporated in the United States of America.
The Company's ultimate parent is Denham Capital Management LP, incorporated in the United States.
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