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COMPANY REGISTRATION NUMBER: 05560436
Ryse Energy (UK) Limited
Filleted Financial Statements
31 December 2023
Ryse Energy (UK) Limited
Financial Statements
Year ended 31 December 2023
Contents
Page
Officers and professional advisers
1
Statement of financial position
2
Notes to the financial statements
4
Ryse Energy (UK) Limited
Officers and Professional Advisers
The board of directors
Alistair Munro
Richard Caldow
Registered office
Disley Close
Whitehills Business Park
Blackpool
Lancashire
FY4 5FN
Auditor
McMillan Woods Audits Limited
Chartered Certified Accountants & statutory auditor
42-44 Bishopsgate
London
England
EC2N 4AH
Ryse Energy (UK) Limited
Statement of Financial Position
31 December 2023
2023
2022
Note
£
£
£
£
Fixed assets
Tangible assets
5
109,009
48,128
Current assets
Stocks
609,503
467,650
Debtors
7
404,435
359,252
Cash at bank and in hand
19,313
74,379
-------------
----------
1,033,251
901,281
Creditors: amounts falling due within one year
8
1,885,304
1,439,955
-------------
-------------
Net current liabilities
852,053
538,674
----------
----------
Total assets less current liabilities
( 743,044)
( 490,546)
Creditors: amounts falling due after more than one year
9
136,694
164,822
Provisions
18,118
6,059
----------
----------
Net liabilities
( 897,856)
( 661,427)
----------
----------
Ryse Energy (UK) Limited
Statement of Financial Position (continued)
31 December 2023
2023
2022
Note
£
£
£
£
Capital and reserves
Called up share capital
2
2
Profit and loss account
( 897,858)
( 661,429)
----------
----------
Shareholders deficit
( 897,856)
( 661,427)
----------
----------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.
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.
These financial statements were approved by the board of directors and authorised for issue on 12 November 2024 , and are signed on behalf of the board by:
Alistair Munro
Director
Company registration number: 05560436
Ryse Energy (UK) Limited
Notes to the Financial Statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is Disley Close, Whitehills Business Park, Blackpool, Lancashire, FY4 5FN.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The company has incurred recurring losses during 2022 and 2023, and recent management accounts indicate further losses, resulting in an increase in net liabilities of approximately £1.4 million during the year. As at the balance sheet date, the company's net liabilities were £897,856 (2022: £661,427). The directors have assessed the company's ability to continue as a going concern and note that it is dependent on the financial support of its parent company. The parent company has provided a formal written commitment not to demand repayment of the outstanding balance dues from the company and continue to provide financial support for a period of at least 12 months from the date of approval of the financial statements for the smooth running of the business. Furthermore, the parent company has signed a a USD 15 million subscription agreement, with the initial tranche of USD 8 million expected to be received within two months of the approval date of these financial statements. Based on the parent company's financial support and the anticipated funding, the directors believe the company will be able to meet its liabilities as they fall due. Therefore, the directors believe that the going concern is appropriate and have prepared the financial statements on a going concern basis.
Changes in accounting estimates
Following a review of the company fixed assets, a new category - Tools and equipment - was created and a number of assets were transferred in order to more appropriately reflect the useful life of those assets.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Plant and machinery
-
10% straight line
Motor vehicles
-
20% straight line
Tools and equipment
-
33% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Finance leases and hire purchase contracts
Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 21 (2022: 18 ).
5. Tangible assets
Plant and machinery
Motor vehicles
Tools and equipment
Total
£
£
£
£
Cost
At 1 January 2023
64,822
75,747
140,569
Additions
541
79,937
8,617
89,095
Disposals
( 13,734)
( 15,995)
( 29,729)
Transfers
( 12,805)
417
12,388
---------
----------
---------
----------
At 31 December 2023
38,824
140,106
21,005
199,935
---------
----------
---------
----------
Depreciation
At 1 January 2023
41,225
51,216
92,441
Charge for the year
2,965
19,649
5,600
28,214
Disposals
( 13,734)
( 15,995)
( 29,729)
Transfers
( 1,776)
42
1,734
---------
----------
---------
----------
At 31 December 2023
28,680
54,912
7,334
90,926
---------
----------
---------
----------
Carrying amount
At 31 December 2023
10,144
85,194
13,671
109,009
---------
----------
---------
----------
At 31 December 2022
23,597
24,531
48,128
---------
----------
---------
----------
6. Investments
Shares in joint venture
£
Cost
At 1 January 2023
Additions
50
----
At 31 December 2023
50
----
Impairment
At 1 January 2023
Impairment losses
50
----
At 31 December 2023
50
----
Carrying amount
At 31 December 2023
----
At 31 December 2022
----
Investments in joint ventures
Country of Proportion of voting Nature of
incorporation Holding rights and shares held business
All held by the company:
Providing equipment
Rey Energy for large renewable
Ltd England Ordinary 50% contracts
The net liabilities of Rey Energy Ltd at 31 December 2023 were £41,740. The loss for the year was £41,840.
Under the provision of section 384 of the Companies Act 2006 the company is exempt from preparing consolidated accounts and has not done so, therefore the accounts show information about the company as an individual entity.
7. Debtors
2023
2022
£
£
Trade debtors
145,079
106,713
Amounts owed by group undertakings and undertakings in which the company has a participating interest
27,961
81,716
Corporation tax repayable
77,227
73,194
Other debtors
154,168
97,629
----------
----------
404,435
359,252
----------
----------
8. Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
74,000
74,000
Trade creditors
234,147
233,746
Amounts owed to group undertakings
1,360,358
746,454
Accruals and deferred income
160,650
214,778
Social security and other taxes
24,969
111,204
Obligations under finance leases and hire purchase contracts
31,180
6,367
Director loan accounts
53,406
-------------
-------------
1,885,304
1,439,955
-------------
-------------
9. Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
101,774
156,333
Obligations under finance leases and hire purchase contracts
34,920
8,489
----------
----------
136,694
164,822
----------
----------
The bank loans and overdrafts figure comprises a loan of £146,675 (2022 - £192,000) from Lancashire County Developments (Property) Limited and a loan of £29,099 (2022 - £38,333) from HSBC UK Bank plc. The loan from Lancashire County Developments (Property) Limited is secured by way of a fixed and floating charge over the assets of the company. The loan from HSBC UK Bank plc is secured by way of a fixed charge over the cash deposits of the company.
10. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2023
2022
£
£
Not later than 1 year
23,377
8,905
Later than 1 year and not later than 5 years
52,500
---------
---------
23,377
61,405
---------
---------
11. Summary audit opinion
The auditor's report dated 12 November 2024 was unqualified .
The senior statutory auditor was Krishna Prasad Dahal , for and on behalf of McMillan Woods Audits Limited .
12. Related party transactions
The company was under the control of Ryse Energy Limited, its parent company, throughout the current and previous year. At 31 December 2023, the company was due £Nil to Alistair Munro (2022 - £50,000). Mr Munro is a director. This loan is interest free with no specific terms for repayment. At 31 December 2023, the company was due £Nil to Richard Caldow (2022 - £3,406). Mr Caldow is a director. This loan is interest free with no specific terms for repayment. During the year, the company sold goods to Ryse Energy Limited amounting to £Nil (2022 - £30,073). At 31 December 2023, the company owed Ryse Energy Limited £198,702 (2022 - £178,914). This amount is interest free with no specific terms of repayment. During the year, the company received loans from Ryse Energy (Holdings) Limited. At 31 December 2023, the company owed Ryse Energy (Holdings) Limited £1,127,825 (2022 - £559,390). This amount is interest free with no specific terms of repayment. Ryse Energy (Holdings) Limited is the ultimate parent company in the group. At 31 December 2023, Ryse Energia SL owed the company £21,280 (2022 - creditor - £8,150). This amount is interest free with no specific terms of repayment. Mr Munro is a director of Ryse Energia SL. At 31 December 2023, the company owed Ryse Energy International £33,831 (2022 - debtor - £81,501). This amount is interest free with no specific terms of repayment. Mr Munro is a director of Ryse Energy International. During the year, the company sold goods and services to Access Energy Limited amounting to £92,968 (2022 - £55,203). At 31 December 2023, Access Energy Limited owed the company £36,088 (2022 - £16,078). This amount is interest free with no specific terms of repayment. Mr Munro is a director of Access Energy Limited. At 31 December 2023, Rey Energy Ltd owed the company £6,400 (2022 - £Nil). This amount is interest free with no specific terms of repayment. Rey Energy Ltd is 50% owned by Ryse Energy (UK) Limited .
13. Controlling party
The company is a wholly owned subsidiary of Ryse Energy Limited , a company registered in Scotland.