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Registered number: 14286083
















SKY ZESTEC (BBD) LIMITED (FORMERLY FERN ROOTOP SOLAR (BBD) LIMITED)




DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024


































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FERN ROOFTOP SOLAR (BBD) LIMITED

 
COMPANY INFORMATION


DIRECTORS
P E Dias 
D N G Goodwin (appointed 31 January 2024)
L G Halstead (resigned 29 August 2023)
B D Rhys Jones (resigned 19 July 2024)




COMPANY SECRETARY
Octopus Company Secretarial Services Limited



REGISTERED NUMBER
14286083



REGISTERED OFFICE
UK House 5th Floor
164 - 182 Oxford Street

London

England

W1D 1NN




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

Brook House, Winslade Park

Manor Drive

Clyst St Mary

Exeter

EX5 1FY




BANKERS
Barclays Bank
1 Churchill Place

London

Greater London

E14 5HP






FERN ROOFTOP SOLAR (BBD) LIMITED


CONTENTS



Page
Directors' report
1 - 2
Independent auditors' report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Notes to the financial statements
9 - 12


FERN ROOFTOP SOLAR (BBD) LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

DIRECTORS

The directors who served during the year were:

P E Dias 
D N G Goodwin (appointed 31 January 2024)
L G Halstead (resigned 29 August 2023)
B D Rhys Jones (resigned 19 July 2024)

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1


FERN ROOFTOP SOLAR (BBD) LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
This report was approved by the board and signed on its behalf.
 






P E Dias
Director

Date: 28 March 2025

UK House 5th Floor
164 - 182 Oxford Street
London
England
W1D 1NN
Page 2


FERN ROOFTOP SOLAR (BBD) LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERN ROOFTOP SOLAR (BBD) LIMITED
OPINION


We have audited the financial statements of Fern Rooftop Solar (BBD) Limited (the 'Company') for the year ended 30 June 2024, which comprise the Statement of comprehensive income, the Statement of financial position and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


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 Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 3


FERN ROOFTOP SOLAR (BBD) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERN ROOFTOP SOLAR (BBD) LIMITED (CONTINUED)

OPINION 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.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you 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.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 1, 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.


Page 4


FERN ROOFTOP SOLAR (BBD) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERN ROOFTOP SOLAR (BBD) LIMITED (CONTINUED)

AUDITORS' 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 Auditors' 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.


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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

the nature of the sector, control environment and the Company’s performance;
results of our enquiries of management and the Directors, about their own identification and assessment of the risks of irregularities

We have obtained and reviewed the Company’s documentation of their policies and procedures relating to:

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; 
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; 
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations

We have considered the matters discussed among the audit engagement team regarding now and where fraud might occur in the financial statements and any potential indicators of fraud. 
As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off.  In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We identified and obtained an understanding of the laws and regulations that are of significance to the Company by discussions with directors and by updating our understanding of the sector in which the Company operated in. Laws and regulations that are of direct significance to the Company, and of which non-compliance could result in material misstatement, are considered to be the UK Companies Act, FRS 102 and UK tax legislation. 
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate. 
Our procedures to respond to risks identified for the company included the following, as we considered appropriate:

Reviewing the financial statement disclosures and testing to supporting documentation to assess    compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Enquiring of Directors and management concerning actual and potential litigation and claims;
Performing procedures to confirm material compliance with the requirements of the above regulations; 
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Page 5


FERN ROOFTOP SOLAR (BBD) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERN ROOFTOP SOLAR (BBD) LIMITED (CONTINUED)

Reading minutes of Director meetings; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.the nature of the sector, control environment and the Company’s performance;


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


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 2006Our 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 Auditors' 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.






Mark Munro FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
Brook House, Winslade Park
Manor Drive
Clyst St Mary
Exeter
EX5 1FY

31 March 2025
Page 6


FERN ROOFTOP SOLAR (BBD) LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
£

  

Turnover
  
17,102

Cost of sales
  
(26,994)

Gross (loss)
  
(9,892)

Administrative expenses
  
(6,521)

Operating (loss)
  
(16,413)

(Loss) for the financial year
  
(16,413)

There was no other comprehensive income for 2024.

The notes on pages 9 to 12 form part of these financial statements.
Page 7


FERN ROOFTOP SOLAR (BBD) LIMITED
REGISTERED NUMBER:14286083

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
Note
£

Fixed assets
  

Tangible assets
 4 
1,558,346

  
1,558,346

Current assets
  

Debtors: amounts falling due within one year
 5 
80,800

Cash at bank and in hand
 6 
443,924

  
524,724

Creditors: amounts falling due within one year
 7 
(362,983)

Net current assets
  
 
 
161,741

Total assets less current liabilities
  
1,720,087

  

Net assets
  
1,720,087


Capital and reserves
  

Called up share capital 
 8 
17,365

Share premium account
  
1,719,135

Profit and loss account
  
(16,413)

  
1,720,087


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 were approved and authorised for issue by the board and were signed on its behalf by: 





P E Dias
Director

Date: 28 March 2025

The notes on pages 9 to 12 form part of these financial statements.

Page 8


FERN ROOFTOP SOLAR (BBD) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


GENERAL INFORMATION

Sky Zestec (BBD) Limited, formerly Fern Rooftop Solar (BBD) Limited, is a private company, limited by shares, incorporated and domiciled in England, The United Kingdom, company number: 14286083. The registered office is located at, UK House 5th Floor, 162-182 Oxford Street, London, England, W1D 1NN. 

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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 following principal accounting policies have been applied:

 
2.2

GOING CONCERN

After making enquiries and having considered the ongoing support from SKY Renewables S.A.R.L., the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.3

REVENUE

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, including discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue is derived from the production of electricity and is recognised on an accruals basis in the period in which it is generated.

 
2.4

TANGIBLE FIXED ASSETS

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.

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:

Plant and machinery
-
4% - 10% straight line

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.

Page 9


FERN ROOFTOP SOLAR (BBD) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (continued)

 
2.5

DEBTORS

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.

 
2.6

CASH AND CASH EQUIVALENTS

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.

 
2.7

CREDITORS

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.

 
2.8

FINANCIAL INSTRUMENTS

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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.


3.


EMPLOYEES




The Company has no employees other than the directors, who did not receive any remuneration.

The average monthly number of employees, including directors, during the year was 0.

Page 10


FERN ROOFTOP SOLAR (BBD) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

4.


TANGIBLE FIXED ASSETS





Plant and machinery

£



COST OR VALUATION


Additions
1,563,054



At 30 June 2024

1,563,054



DEPRECIATION


Charge for the year on owned assets
4,708



At 30 June 2024

4,708



NET BOOK VALUE



At 30 June 2024
1,558,346


5.


DEBTORS

2024
£


Trade debtors
20,523

Other debtors
60,277

80,800



6.


CASH AND CASH EQUIVALENTS

2024
£

Cash at bank and in hand
443,924

443,924


Page 11


FERN ROOFTOP SOLAR (BBD) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
£

Trade creditors
744

Accruals and deferred income
362,239

362,983



8.


SHARE CAPITAL

2024
£
ALLOTTED, CALLED UP AND FULLY PAID


1,736,500 Ordinary shares of £0.01 each
17,365


During the year ended 30 June 2024, 1,736,500 ordinary shares were allotted for consideration of £1 a share. The shares have a nominal value of £0.01 each, as such the premium has been allocated to a share premium account. 


9.


RELATED PARTY TRANSACTIONS

The company has take advantage of the exemption under paragraph section 33.1A from the provisions of FRS 102, on the grounds that at the year ended 30 June 2024, it was a wholly owned subsidiary.

10.


POST BALANCE SHEET EVENTS

On the 19 July 2024, all of the Company's shares were purchased by Sky Rooftop Holdings 1, a company registered in England and Wales, company regisration number 13480699.


11.


CONTROLLING PARTY

At the year end date, the immediate parent was Fern UK Power Developments Limited, and the ultimate controlling party was Fern Trading Limited.
As of 19 July 2024, the immediate parent undertaking is Sky Rooftop Holdings 1 Limited, which is the smallest group to consolidate these financial statements.
As of 19 July 2024, the ultimate parent undertaking and controlling party is SKY Renewables S.A.R.L. This is incorporated in Luxembourg with the registered address at 60 Avenue J.F Kennedy, L-1855, Luxembourg.

 
Page 12