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Registration number: 13919895

Middlesbrough Energy Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Middlesbrough Energy Limited

Contents

Company Information

1

Directors' Report

2 to 3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 9

Profit and Loss Account

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13 to 14

 

Middlesbrough Energy Limited

Company Information

Directors

AJ Wettern

JP Bungey

AC Sykes

O Delpon De Vaux

Registered office

C/o Pinsent Masons Llp
1 Park Row
Leeds
LS1 5AB

Registered number

13919895

Auditors

Deloitte LLP
Regency Court
Glategny Esplanade
Guernsey
GY1 3HW

 

Middlesbrough Energy 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:

AJ Wettern

JP Bungey

The following directors were appointed after the year end:

AC Sykes (appointed 22 February 2024)

O Delpon De Vaux (appointed 22 February 2024)

Principal activity

The principal activity of the company is that of the building of a district heat network.

Results of the operation of the company

The company has not traded during the year.

Going concern

The directors have prepared the financial statements on a going concern basis which assumes that the company will have sufficient financial resources to meet its liabilities for a period of at least twelve months from the date of approving these financial statements.

Sunsequent 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.

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.

 

Middlesbrough Energy Limited

Directors' Report for the Year Ended 31 December 2023

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 Board on 13 March 2025 and signed on its behalf by:
 

.........................................
AJ Wettern
Director

 

Middlesbrough Energy Limited

Statement of Directors' Responsibilities

The directors are responsibile 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.

 

Middlesbrough Energy Limited

Independent Auditor's Report to the Members of Middlesbrough Energy Limited

Report on the audit of the financial statements


Opinion
In our opinion the financial statements of Middlesbrough Energy 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 results for the year 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 8.

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.

 

Middlesbrough Energy Limited

Independent Auditor's Report to the Members of Middlesbrough Energy 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.

 

Middlesbrough Energy Limited

Independent Auditor's Report to the Members of Middlesbrough Energy 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.

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.

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:

 

Middlesbrough Energy Limited

Independent Auditor's Report to the Members of Middlesbrough Energy Limited

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.

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.

 

Middlesbrough Energy Limited

Independent Auditor's Report to the Members of Middlesbrough Energy Limited

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.

......................................
Stuart Crowley, FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP,
Statutory Auditor
Guernsey

13 March 2025

 

Middlesbrough Energy Limited

Profit and Loss Account for the Year Ended 31 December 2023

Year ended 31 December 2023
 £

Unaudited
16 February 2022 to 31 December 2022
 £

Turnover

-

-

Operating profit/(loss)

-

-

Profit/(loss) before tax

-

-

Taxation

-

-

Profit/(loss) for the financial year

-

-

 

Middlesbrough Energy Limited

(Registration number: 13919895)
Balance Sheet as at 31 December 2023

Note

2023
£

Unaudited
2022
£

Current assets

 

Debtors

4

10

10

Capital and reserves

 

Called up share capital

10

10

Total shareholders funds

 

10

10

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 for issue by the Board on 13 March 2025 and signed on its behalf by:
 

.........................................

AJ Wettern
Director

 

Middlesbrough Energy Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Total
£

At 1 January 2023

10

10

At 31 December 2023

10

10

Share capital
£

Total
£

New share capital subscribed but not yet paid

10

10

At 31 December 2022

10

10

 

Middlesbrough Energy Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

Statutory information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
C/o Pinsent Masons Llp
1 Park Row
Leeds
LS1 5AB
United Kingdom

2

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.

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 £.

Going concern

The directors have prepared the financial statements on a going concern basis which assumes that the company will have sufficient financial resources to meet its liabilities for a period of at least twelve months from the date of approving these financial statements.

Expenses

Certain administrative expenses are being borne by 1Energy Group Limited and will not be reimbursed. 1Energy Group Limited is a related party by virtue of the directors of this company being on the board of 1Energy Group Limited.

Share capital

Ordinary shares are classified as equity.

 

Middlesbrough Energy Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2022 - 0).

4

Debtors: amounts falling due within one year

2023
£

Unaudited
2022
£

Other debtors

10

10

10

10

5

Share capital

Allotted, called up and fully paid shares

 

2023

Unaudited
2022

 

No.

£

No.

£

Ordinary shares of £0.01 each

1,000

10

1,000

10

         

6

Related party transactions

Summary of transactions with parent

1ENERGY Group Limited
 At the period end £10 is due from 1ENERGY Group Limited in respect of unpaid share capital.
 

7

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.

8

Parent and ultimate parent undertaking

The company's immediate parent is 1ENERGY Group Limited, incorporated in England and Wales.