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Registered number: 10044238
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KENSA UTILITIES LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 APRIL 2024
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KENSA UTILITIES LIMITED
REGISTERED NUMBER:10044238
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
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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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Capital contribution reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
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 by:
The notes on pages 3 to 12 form part of these financial statements.
Page 1
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KENSA UTILITIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
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Capital contribution reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Shares issued during the year
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Transfer to/from profit and loss account
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Shares issued during the year
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Transfer to/from profit and loss account
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Share based payment expense
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Total transactions with owners
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The notes on pages 3 to 12 form part of these financial statements.
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Page 2
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Kensa Utilities Limited (registered number 10044238) is a private company, limited by shares, and incorporated in England and Wales. The registered office is Mount Wellington Mine, Chacewater, Truro, Cornwall, TR4 8RJ.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
Page 3
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.ACCOUNTING POLICIES (continued)
The Company incurred a net loss of £681,233 (2023: £650,506) during the year ended 30 April 2024 and, as of that date, the Company had net assets of £1,141,930 (2023: £808,379) and net current liabilities of £266,514 (2023: £344,350).
The financial statements disclose all matters of which we are aware that are relevant to the ability of the Company to continue as a going concern, including all significant conditions and events, mitigating factors and plans. The Company also has the intent and ability to take actions necessary to continue as a going concern.
The parent company’s shareholder agreement, with their major investors, includes further funding in the calendar years 2024 and 2025. Post year end, the 2024 funding was received in full (as disclosed in note 31 of Kensa Group Limited’s financial statements), supporting The Kensa Group to pursue its agreed strategy. The Kensa Group includes Kensa Group Limited, Kensa Contracting Limited, Kensa Heat Pumps Limited and Kensa Utilities Limited. The 2025 funding is expected to be received in the second quarter of that year. The funding is split between contractually committed and contingent elements.
Due to the contingent nature of an element of the parent company’s anticipated future funding there is a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern as the parent company provides financial support to the Company. In combination, the anticipated future funding is expected to provide the financial support for The Kensa Group to continue investing in our growth strategy until reaching cash self-sufficiency. In the event that a materially lower amount of funding is received, the Directors would take mitigating action on the operations of The Kensa Group to compensate.
The Directors regularly review financial forecasts and expectations for the market to ensure that funding requirements remain adequate for the Company’s needs. These reviews will also enable the Directors to take appropriate action, if necessary, to the operations of the business to maintain such requirements over time. In forming their view on going concern, the Directors have considered the period of 12 months from the approval of these financial statements.
The Directors also regularly review the uncertainties associated with the policy landscape and the risks the business therefore faces. The ongoing investment into our growth strategy is predicated on the decarbonisation of heat as part of HM Government’s plans to achieve net zero emissions. The Kensa Group maintains regular communication with stakeholders, including the Government, to understand both the scope and timing of regulatory changes. The current expectations, in particular with regard to the Future Homes Standard, which is expected to be a major driver in the expansion of the ground sourced heat pump market, is for legislation to arrive in 2025, for implementation thereafter. The Kensa Group’s financial forecasts have included conservative assumptions in this regard to account for the uncertainty.
Consequently, the Directors conclude that, whilst there is a contingent element of the short-term funding which gives rise to the material uncertainty described above, it is appropriate to adopt the going concern basis in preparing the financial statements for the year ending 30 April 2024.
The Directors’ assumptions and outlook assume continued shareholder support to finance business operations. The financial statements do not reflect the adjustments that would be necessary should the ability of the Company to trade be jeopardised due to the loss of such support.
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.ACCOUNTING POLICIES (continued)
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:
Revenue represents amounts receivable on the installation of ground source heat pump arrays, and connection charges, net of trade discounts, VAT and other sales related taxes.
Where revenue and costs in relation to contract work can be estimated reliably, both revenue and expenses are recognised by reference to the stage of completion of the contract activity at the end of the reporting period. If the outcome cannot be measured reliably, then all contract costs are expensed in the period in which they were incurred and revenue is only recognised to the extent that it is probable such costs are recoverable.
Grant income is recognised on an accruals basis when it is probable that an economic benefit will flow to the entity. Grant income is deferred to future accounting periods and is released to the income statement when the related expenditure is incurred, where grant-funded projects span the year end date.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.ACCOUNTING POLICIES (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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 reporting 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 reporting 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 reporting 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.
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.ACCOUNTING POLICIES (continued)
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TANGIBLE FIXED ASSETS (CONTINUED)
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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:
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straight line over 7 years or 20 years
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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.
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.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.ACCOUNTING POLICIES (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. 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 discussed below.
Critical areas of judgement:
Equity settled share based payments
The Company operates an Employee Share Scheme. The Directors have assessed the fair value of the share options and the corresponding share based payment accounting entries at the grant date with reference to comparable market data.
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The average monthly number of employees, including directors, during the year was 6 (2023: 6).
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Charge for the year on owned assets
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Page 9
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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Prepayments and accrued income
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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A net deferred tax liability of £64,981 in respect of fixed asset timing differences has been offset by a net deferred tax asset in respect of tax losses of £64,844 and short-term timing differences of £137. The Company is still in the formative stages of growing its revenue-generating customer base. Due to lack of certainty as to the timing of when the Company can then utilise the tax losses, a net deferred tax asset of £339,646 has not been recognised.
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ALLOTTED, CALLED UP AND FULLY PAID
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11,000 (2023: 10,000) Ordinary shares of £1.00 each
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On 26 April 2024, 1,000 ordinary shares of £1 each were allotted as fully paid at a premium of £999 per share. The amount paid per share was £1,000 and therefore, £999,000 was credited to the share premium account.
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Share premium account
This reserve is the consideration received for shares issued above their nominal value, net of transaction costs.
On 29 April 2024 a special resolution was passed for the share premium account of the Company to be reduced from £999,000 to £nil. The value was credited to the Company's distributable reserves.
Capital contribution reserve
This reserve represents a capital contribution which has arisen from the accounting of the parent company's share based payment scheme as the Company is not reimbursing its parent company for the share based payment expenses recognised during the vesting period in respect of staff employed by this Company. As detailed in note 11, full disclosure of the scheme is available in the consolidated accounts of Kensa Group Limited.
Profit and loss account
This reserve includes all current and prior retained profits and losses, net of distributions to the shareholders.
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Kensa Group, including its subsidiaries, operates an equity-settled share based remuneration scheme for senior managers in the Group. Under the scheme, options are only exercisable on the event of an exit or transaction. These options include the condition of continued employment until an exit. The options expire 10 years after the grant date.
Full disclosure of the scheme is available in the consolidated accounts of Kensa Group Limited.
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £4,888 (2023: £6,077). Contributions totalling £1,246 (2023: £1,276) were payable to the fund at the reporting date and are included in creditors.
13.OTHER FINANCIAL COMMITMENTS
Kensa Utilities Limited has entered into a grant funding agreement which contains obligations around project delivery, and in the event of default Kensa Group Limited is acting as guarantor. During the year the amount of grant receivable by Kensa Utilities was £596,896 (2023: £1,268,370).
The Company is party to a cross-guarantee in favour of HSBC UK Bank Plc in respect of all amounts owed by Kensa Group Limited, Kensa Contracting Limited, Kensa Heat Pumps Limited and Kensa Utilities Limited. At the year end, the total amounts outstanding comprised of overdrafts of £1,480,232 (2023: £568,330) and term loans of £686,870 (2023: £1,226,261).
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KENSA UTILITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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RELATED PARTY TRANSACTIONS
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As a wholly owned subsidiary undertaking of their ultimate parent, Kensa Group Limited, the Company has taken advantage of the exemption in section 33.1A of FRS 102 in not disclosing intra-group transactions where 100% of the voting rights are controlled within the group.
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The ultimate parent company and controlling party is Kensa Group Limited (registered office: Mount Wellington, Fernsplatt, Chacewater, Truro, Cornwall, TR4 8RJ).
The auditors' report on the financial statements for the year ended 30 April 2024 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
We draw attention to note 2.2 in the financial statements, which indicates that the Company incurred a net loss of £681,233 (2023: £650,506) during the year ended 30 April 2024 and, as of that date, the Company had net assets of £1,141,930 (2023: £808,379) and net current liabilities of £266,514 (2023: £344,350).
The Company's ability to continue as a going concern under its current business operations is dependent on its parent company receiving contingent funding from existing investors in the short-term. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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The audit report was signed on 30 January 2025 by Kevin Connor FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.
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