Registration number:
1ENERGY Group Limited
for the Year Ended 31 December 2023
1ENERGY Group Limited
Contents
Company Information |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
1ENERGY Group Limited
Company Information
Directors |
AJ Wettern O Delpon De Vaux JP Bungey AC Sykes |
Registered office |
|
Registered number |
11532815 |
Auditors |
|
1ENERGY Group Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors of the company
The directors who held office during the year and to the date of this report were as follows:
Principal activity
The principal activity of the company is the provision of consultancy services to the energy industry and development of city-centre district energy projects from initial feasibility study through to construction and operation.
Result of the operation of the company
The company has continued to develop low to zero carbon district heating networks across the UK, with funding under the joint venture agreement with Asper Investment Management.
1ENERGY Group Limited
Directors' Report for the Year Ended 31 December 2023
Going concern
The directors have prepared the financial statements on a going concern, having assessed the company’s ability to continue as a going concern and are satisfied that the company has access to sufficient resources to meet its liabilities for a period of at least twelve months from the date of approving these financial statements. The company’s balance sheet includes a net creditor position, therefore the directors have taken into consideration provision of committed funding support from the wider group and ability to drawdown these resources, to support the going concern assertion.
Sources of funding
The wider group includes Asper Investment Management Ltd (Asper), an independent investment management firm specialising in sustainable infrastructure. Asper entered into a Joint Venture Agreement with 1Energy Group in 2021, to develop, acquire, build, and operate low to zero carbon district heating networks across the UK.
Funding for the company is via a £220m investment vehicle Asper DHUK LP (the ‘Duke’ Fund), established and managed by Asper to provide development and delivery funding to 1Energy Group Limited and associated project companies.
The ‘Duke’ Fund is a Dark Green Fund, meaning that the fund has a sustainable investment objective (according to Article 9 of the EU Sustainable Finance Disclosure Regulation), and is focused on climate change mitigation through the construction and operation of sustainable heating networks.
The company has access to fund resources via a Development Loan Agreement between Asper DHUK Holding Company Limited and 1Energy Group Limited for the purposes of financing future development costs, including salary or equivalent costs.
The Directors have assessed future performance and borrowing requirements of the company, are satisfied the ‘Duke’ Fund has sufficient reserves to service these requirements for the foreseeable future and consider it appropriate to prepare the financial statements on a going concern basis.
Subsequent events
On 22 February 2024 1Energy Group Board by way of resolution approved the sale of its 100% shareholding in Middlesbrough Energy Limited to Asper DHUK Holding Company Limited; acquiring 900 ordinary shares of £0.01 in the capital of Middlesbrough Energy Limited at a nominal value of £9.00 and 1Energy Holding 7 Limited; acquiring 100 ordinary shares of £0.01 in the capital of Middlesbrough Energy Limited at a nominal value of £1.00.
On 5 December 2024 1Energy Group Limited by way of resolution approved the sale of its100% shareholding in Bradford Energy Limited to Asper DHUK Holding Company Limited; acquiring 900 ordinary shares of £0.01 in the capital of Bradford Energy Limited at a nominal value of £9.00 and 1Energy Holding 1 Limited; acquiring 100 ordinary shares of £0.01 in the capital of Bradford Energy Limited at a nominal value of £1.00.
1ENERGY Group Limited
Directors' Report for the Year Ended 31 December 2023
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
......................................... |
1ENERGY Group Limited
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), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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.
1ENERGY Group Limited
Independent Auditor's Report to the Members of 1ENERGY Group Limited
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of 1Energy Group Limited (the ‘company’):
• | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
We have audited the financial statements which comprise:
• |
the profit and loss account; |
• |
the balance sheet; |
• |
the statement of changes in equity; and |
• |
the related notes 1 to 14. |
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
1ENERGY Group Limited
Independent Auditor's Report to the Members of 1ENERGY Group Limited
Conclusions relating to going concern
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
1ENERGY Group Limited
Independent Auditor's Report to the Members of 1ENERGY Group Limited
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
• |
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and relevant tax legislation; and |
• |
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. |
1ENERGY Group Limited
Independent Auditor's Report to the Members of 1ENERGY Group Limited
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:
Revenue recognition in connection with consultancy, commercialisation and construction services provided by the Company may be overstated by management to achieve revenue targets through improper allocation of contract costs, misrepresentation of project completion status, and/or through inclusion of fictitious or unearned revenue. To address this risk, we selected a sample of revenue transactions and inspected supported documentation, including:
• Contract terms to verify revenue recognition milestones and criteria;
• Invoices to confirm billing aligns with contract terms and services rendered; and
• Completion certificates or other evidence to validate project completion claims.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
• |
enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and |
• |
reading minutes of meetings of those charged with governance. |
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the directors' report has been prepared in accordance with applicable legal requirements. |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
1ENERGY Group Limited
Independent Auditor's Report to the Members of 1ENERGY Group Limited
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit; or |
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
We have nothing to report in respect of these matters.
Other matter
As the company was exempt from audit under section 477 of the Companies Act 2006 in the prior year we have not audited the corresponding amounts for that year.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
Statutory Auditor
Guernsey
1ENERGY Group Limited
Profit and Loss Account for the Year Ended 31 December 2023
Note |
Year ended 31 December 2023 |
Unaudited |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Operating loss |
( |
( |
|
Other interest receivable and similar income |
- |
|
|
Interest payable and similar charges |
( |
( |
|
(112,519) |
(7,908) |
||
Loss before tax |
( |
( |
|
Taxation |
- |
|
|
Loss for the financial year/period |
( |
( |
1ENERGY Group Limited
(Registration number: 11532815)
Balance Sheet as at 31 December 2023
Note |
31 December 2023 |
Unaudited |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
Amounts owed by group undertakings |
881,772 |
- |
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net liabilities |
( |
( |
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium account |
|
|
|
Profit and loss account |
( |
( |
|
( |
( |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the Section 1A of Financial Reporting Standard 102.
Approved and authorised by the
|
1ENERGY Group Limited
Statement of Changes in Equity for the Year Ended 31 December 2023
Called up share capital |
Share premium account |
Profit and loss account |
Total |
|
At 1 January 2023 |
|
|
( |
( |
Loss for the year |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
( |
( |
At 31 December 2023 |
|
|
( |
( |
Called up share capital |
Share premium account |
Profit and loss account |
Total |
|
At 1 September 2021 |
|
- |
|
|
Loss for the period |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
( |
( |
Issue of share capital |
|
|
- |
|
At 31 December 2022 |
|
|
( |
( |
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Statutory information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
Accounting policies |
Summary of significant accounting policies
The accounting policies adopted by the company have been selected and applied based on the best judgment and in accordance with the requirements of the applicable accounting standards. The company will continue to review and refine its accounting policies as necessary to ensure compliance with the accounting standards and changing needs of the business.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The amounts for the period ended 31 December 2022 are not audited.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
The financial statements are prepared in pounds sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the directors to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.
Disclosure of long period
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Going concern
The directors have prepared the financial statements on a going concern, having assessed the company’s ability to continue as a going concern and are satisfied that the company has access to sufficient resources to meet its liabilities for a period of at least twelve months from the date of approving these financial statements. The company’s balance sheet includes a net creditor position, therefore the directors have taken into consideration provision of committed funding support from the wider group and ability to drawdown these resources, to support the going concern assertion.
Sources of funding
The wider group includes Asper Investment Management Ltd (Asper), an independent investment management firm specialising in sustainable infrastructure. Asper entered into a Joint Venture Agreement with 1Energy Group in 2021, to develop, acquire, build, and operate low to zero carbon district heating networks across the UK.
Funding for the company is via a £220m investment vehicle Asper DHUK LP (the ‘Duke’ Fund), established and managed by Asper to provide development and delivery funding to 1Energy Group Limited and associated project companies.
The ‘Duke’ Fund is a Dark Green Fund, meaning that the fund has a sustainable investment objective (according to Article 9 of the EU Sustainable Finance Disclosure Regulation), and is focused on climate change mitigation through the construction and operation of sustainable heating networks.
The company has access to fund resources via a Development Loan Agreement between Asper DHUK Holding Company Limited and 1Energy Group Limited for the purposes of financing future development costs, including salary or equivalent costs.
The Directors have assessed future performance and borrowing requirements of the company, are satisfied the ‘Duke’ Fund has sufficient reserves to service these requirements for the foreseeable future and consider it appropriate to prepare the financial statements on a going concern basis.
Group accounts not prepared
Turnover
Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Tax
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to non-depreciable property, plant and equipment measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset. In other cases, the measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is recognised in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Tangible fixed assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
Computer and office equipment |
5 years straight-line |
Investments
Investments in subsidiaries and associates are measured at cost less impairment.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank.
Trade debtors
Trade debtors are recognised initially at the transaction price. They are subsequently measured at cost less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Financial instruments
The group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets
Basic financial assets, including trade and other receivables, and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, and loans from fellow group companies, 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 receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.
3 Critical acccounting judgements and key sources of estimation uncertainty
The Directors make estimates and assumptions concerning the future of the Company. The resulting accounting estimates will, by definition, seldom equate to actual results. The Company's Directors are of the opinion that there are no estimates and assumptions that have a significant risk of causing material adjustment to the carrying value of assets and liabilities for the Company within the next financial year due to the nature of the business. There are no other significant judgements or key sources of estimation uncertainty in the accounting policies.
Staff numbers |
The average number of persons employed by the company during the year, was
Auditors' remuneration |
2023 |
Unaudited |
|
Audit of the financial statements |
|
- |
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the profit and loss account
Year ended 31 December 2023 |
Unaudited |
|
Current taxation |
||
UK corporation tax |
- |
( |
UK corporation tax adjustment to prior periods |
- |
|
- |
(9,354) |
The company had tax losses carried forward of £1,109,257 (2022: £397,546) and an unrecognised deferred tax asset of £275,400 (2022: nil).
Tangible assets |
Computer and office equipment |
|
Cost |
|
At 1 January 2023 (unaudited) |
|
Additions |
|
At 31 December 2023 |
|
Depreciation |
|
At 1 January 2023 (unaudited) |
|
Charge for the year |
|
At 31 December 2023 |
|
Net book value |
|
At 31 December 2023 |
|
At 31 December 2022 (unaudited) |
|
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments |
Subsidiaries |
£ |
Cost |
|
At 1 January 2023 (unaudited) |
|
Additions |
|
At 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 (unaudited) |
|
Details of undertakings
Details of the investments are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
Subsidiary undertakings |
||||
|
C/O Pinsent Masons Llp, 1 Park Row, Leeds, LS1 5AB |
Ordinary |
|
|
England & Wales |
||||
|
C/O Pinsent Masons Llp, 1 Park Row, Leeds, LS1 5AB |
Ordinary |
|
|
England & Wales |
||||
|
C/O Pinsent Masons Llp, 1 Park Row, Leeds, LS1 5AB |
Ordinary |
|
|
England & Wales |
The principle activity of Bradford Energy Limited, Rotherham Energy Limited and Middlesbrough Energy Limited is the building of a district heat network.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Debtors: amounts falling due within one year |
Note |
2023 |
Unaudited |
|
Trade debtors |
|
- |
|
Amounts owed by group undertakings |
|
|
|
Prepayments and accrued income |
28,820 |
454,780 |
|
Other debtors |
|
|
|
Corporation tax |
9,409 |
9,409 |
|
|
|
Creditors |
Note |
2023 |
Unaudited |
|
Amounts falling due within one year |
|||
Trade creditors |
|
|
|
Amounts owed to group undertakings |
- |
|
|
VAT |
|
- |
|
Other creditors |
|
- |
|
Accruals |
114,732 |
114,371 |
|
|
|
Note |
2023 |
Unaudited |
|
Due after one year |
|||
Other loans from group undertakings |
2,739,386 |
854,000 |
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share capital |
Allotted, called up and fully paid shares
2023 |
Unaudited |
|||
No. |
£ |
No. |
£ |
|
|
|
2,000 |
|
2,000 |
Related party transactions |
Other transactions with directors |
During the year Wettern Ventures Limited (owned by Andrew Wettern, a director of 1Energy Group Limited) raised invoices of £55,000 (2022: £340,260) for consultancy services and £Nil (2022: £105,000) in respect of 'success fees'. At the year end £Nil (2022: £30,000) was owed to Wettern Ventures Limited.
During the year Woodlea Projects Limited (owned by Jeremy Bungey, a director of 1Energy Group Limited) raised invoices of £60,738 (2022: £301,232) for consultancy services and £Nil (2022: £45,000) in respect of 'success fees'. At the year end £Nil (2022: £Nil) was owed to Woodlea Projects Limited.
Summary of transactions with group companies
As disclosed in note 13 the company is owned equally by Asper DHUK Holding Company Limited and 1Energy Holding Limited. Asper DHUK Holding Company Limited is the immediate parent company of Exeter Energy Limited and Milton Keynes Energy Limited by virtue of their 85% shareholding of the shares of each company.
Detailed below are the transactions with Asper DHUK Holding Company Limited, Exeter Energy Limited and Milton Keynes Energy Limited, members of the Asper DHUK Holding Company Limited group and the company’s subsidiaries Middlesborough Energy Limited, Bradford Energy Limited and Rotherham Energy Limited.
The company also has related companies by virtue of their ownership by two of the company’s directors, these are 1Energy Holding Limited, 1Energy Holding 1 Limited, 1Energy Holding 2 Limited, 1Energy Holding 3 Limited and 1Energy Holding 4 Limited. Included within amounts due to group undertakings is £27,000 in respect of fees payable on behalf of these companies. The amounts outstanding are interest free and repayable on demand.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Summary of transactions with group companies (continued)
Asper DHUK Holding Company Limited
During the year, Asper DHUK Holding Limited advanced £1,881,000 to the company to fund working capital. At the year end £2,739,376 (2022: £739,000) was owing to Asper DHUK Holding Company Limited. This consists of £269,000 advanced in the prior year, £1,881,000 advanced in the current year, and an existing loan of £470,000 which was novated to Asper DHUK Holding Company Limited from Asper Investment Management Limited on 2 December 2022. Interest is charged at 6% and the interest accruing at the year end is £119,386.
The loan is secured by a fixed and floating charge over the company. Interest is due on the last day of each calendar year, and the loan is due to be repaid in full on the tenth anniversary of the Maturity Date.
Exeter Energy Limited
During the year the company made payments on behalf of Exeter Energy Limited for assets under construction that had not been invoiced by the year end. The balance owing to 1ENERGY Group Limited at 31 December 2023 was £150,093. The amount outstanding is interest free and repayable on demand.
Milton Keynes Energy Limited
During the year the company made payments on behalf of Milton Keynes Energy Limited for assets under construction that had not been invoiced by the year end. The balance owing to 1ENERGY Group Limited at 31 December 2023 was £349,710. The amount outstanding is interest free and repayable on demand.
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Summary of transactions with subsidiaries
Bradford Energy Limited
On 24 September 2022 1ENERGY Group Limited made a loan of £90,000 to Bradford Energy Limited. Interest was charged at 6%. On 18 January 2023 the loan was novated to Asper DHUK Holding Company Limited, leaving interest repayable of £1,350 to 1ENERGY Group Limited.
During the year the company made payments on behalf of Bradford Energy Limited for assets under construction that had not been invoiced by the year end. The balance owing to 1ENERGY Group Limited at 31 December 2023 was £177,914. The amount outstanding is interest free and repayable on demand.
Rotherham Energy Limited
On 30 September 2022 1ENERGY Group Limited made a loan of £25,000 to Rotherham Energy Limited. Interest was charged at 6%. On 18 January 2023 the loan was novated to Asper DHUK Holding Company Limited, leaving interest repayable of £375 to 1ENERGY Group Limited.
During the year the company made payments on behalf of Rotherham Energy Limited for assets under construction that had not been invoiced by the year end. The balance owing to 1ENERGY Group Limited at 31 December 2023 was £160,056. The amount outstanding is interest free and repayable on demand.
Middlesbrough Energy Limited
During the year the company made payments on behalf of Middlesbrough Energy Limited of £71,684 (2022: £15,000) for assets under construction that had not been invoiced by the year end. Included within amounts due to group undertakings is £8,500 in respect of fees payable on behalf of Middlesbrough Energy Limited. The amount outstanding is interest free and repayable on demand.
Subsequent events |
|
1ENERGY Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Parent and ultimate parent undertaking |