Caseware UK (AP4) 2023.0.135 2023.0.135 2024-03-312024-03-31truetruetruetruefalsefalsetrue2023-04-01Renewable energy supplier selling renewable power and offering carbon-neutral gas tariffs to a range of businesses in the UK3022false 09523048 2023-04-01 2024-03-31 09523048 2022-04-01 2023-03-31 09523048 2024-03-31 09523048 2023-03-31 09523048 2022-04-01 09523048 c:Director1 2023-04-01 2024-03-31 09523048 c:Director2 2023-04-01 2024-03-31 09523048 c:Director3 2023-04-01 2024-03-31 09523048 c:Director4 2023-04-01 2024-03-31 09523048 c:RegisteredOffice 2023-04-01 2024-03-31 09523048 d:MotorVehicles 2023-04-01 2024-03-31 09523048 d:MotorVehicles 2024-03-31 09523048 d:MotorVehicles 2023-03-31 09523048 d:MotorVehicles d:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09523048 d:FurnitureFittings 2023-04-01 2024-03-31 09523048 d:FurnitureFittings 2024-03-31 09523048 d:FurnitureFittings 2023-03-31 09523048 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09523048 d:OfficeEquipment 2023-04-01 2024-03-31 09523048 d:OfficeEquipment 2024-03-31 09523048 d:OfficeEquipment 2023-03-31 09523048 d:OfficeEquipment d:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09523048 d:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09523048 d:ComputerSoftware 2024-03-31 09523048 d:ComputerSoftware 2023-03-31 09523048 d:CurrentFinancialInstruments 2024-03-31 09523048 d:CurrentFinancialInstruments 2023-03-31 09523048 d:CurrentFinancialInstruments 3 2024-03-31 09523048 d:CurrentFinancialInstruments 3 2023-03-31 09523048 d:UKTax 2023-04-01 2024-03-31 09523048 d:UKTax 2022-04-01 2023-03-31 09523048 d:ShareCapital 2023-04-01 2024-03-31 09523048 d:ShareCapital 2024-03-31 09523048 d:ShareCapital 2022-04-01 2023-03-31 09523048 d:ShareCapital 2023-03-31 09523048 d:ShareCapital 2022-04-01 09523048 d:SharePremium 2023-04-01 2024-03-31 09523048 d:SharePremium 2024-03-31 09523048 d:SharePremium 2022-04-01 2023-03-31 09523048 d:SharePremium 2023-03-31 09523048 d:SharePremium 2022-04-01 09523048 d:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 09523048 d:RetainedEarningsAccumulatedLosses 2024-03-31 09523048 d:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 09523048 d:RetainedEarningsAccumulatedLosses 2023-03-31 09523048 d:RetainedEarningsAccumulatedLosses 2022-04-01 09523048 d:AcceleratedTaxDepreciationDeferredTax 2024-03-31 09523048 d:AcceleratedTaxDepreciationDeferredTax 2023-03-31 09523048 d:OtherDeferredTax 2024-03-31 09523048 d:OtherDeferredTax 2023-03-31 09523048 c:OrdinaryShareClass1 2023-04-01 2024-03-31 09523048 c:OrdinaryShareClass1 2024-03-31 09523048 c:OrdinaryShareClass1 2023-03-31 09523048 c:FRS102 2023-04-01 2024-03-31 09523048 c:Audited 2023-04-01 2024-03-31 09523048 c:FullAccounts 2023-04-01 2024-03-31 09523048 c:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 09523048 d:Subsidiary1 2023-04-01 2024-03-31 09523048 d:Subsidiary1 1 2023-04-01 2024-03-31 09523048 d:WithinOneYear 2024-03-31 09523048 d:WithinOneYear 2023-03-31 09523048 d:BetweenOneFiveYears 2024-03-31 09523048 d:BetweenOneFiveYears 2023-03-31 09523048 2 2023-04-01 2024-03-31 09523048 6 2023-04-01 2024-03-31 09523048 f:PoundSterling 2023-04-01 2024-03-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 09523048







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2024


POZITIVE ENERGY LTD






































img505d.png                        

 


POZITIVE ENERGY LTD
 


 
COMPANY INFORMATION


Directors
N Bhatia 
K F Campbell 
S J Daniels 
V Kumar 




Registered number
09523048



Registered office
One Canada Square Canary Wharf
Floor 10 (North West)

London

E14 5AB




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

95 Gresham Street

London

EC2V 7AB





 


POZITIVE ENERGY LTD
 



CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditor's Report
7 - 10
Statement of Comprehensive Income
11
Statement of Financial Position
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 26


 


POZITIVE ENERGY LTD
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present their strategic report and the audited financial statements for the 12 months period ended 31 March 2024.

Business review
 
Pozitive Energy was established in 2015 and is a leading supplier of power and gas to the UK SME market. As a technology-led business, we take immense pride in our low cost-to-acquire and low cost-to-serve model in a relatively commoditized industry, The directors are pleased to report yet another year of robust operational and financial performance despite the uncertain macro-economic environment during the reporting period.
We continue to offer competitively priced energy supply with value-added services across Great Britain. Whilst our focus has always been on the SME market we have recently formally exited the domestic market by surrendering our domestic license and selling our residual domestic contracts book to EDF Energy. This allows us to continue our expansion without the additional overheads required to serve a non-core customer base. 
We take immense pride in our technological capabilities and the development and use of proprietary systems to manage our customer servicing, billing, trading as well as debt management. The scalability of our systems is well proven by our ever growing number of customers. Throughout the period, we expanded on our technological and servicing capabilities and invested in people, opening our third location in India in Mumbai in November 2023, with over 75 new colleagues currently in the new office, in addition to the well over 400 staff across Ahmedabad and Chandigarh employed by the wholly-owned subsidiary Pozitive Electricity and Gas (Pvt.) Ltd. Our enhanced customer service capabilities mean that we can even better serve our customers as well as our TPI (third-party intermediaries) partner network. Our partner network comprises of independent agents and is the primary channel through which we approach and manage our customers. We work with over 300 TPIs to cover the UK market.
In February 2024, we also re-branded ourselves as PE, the abbreviated but more nimble version of Pozitive Energy, with the objective of creating a brand that becomes the de facto for all our customers’ utilities requirements and not just energy. With this re-branding we are already seeing a significant change in customer perception about our business activities. During the reporting period we also added to our internal and external marketing capabilities. Given the B2B nature of our business, we have not historically engaged in brand marketing but have proactively chosen the route of leveraging PE-branded events, sponsorships, etc. to create customer affinity. We continue to be a lead sponsor of the RFU and Army Sports in the UK as well as the world-renowned TT Races in the Isle of Man. The Pozitive brand was built on the core of our customer service, technological empowerment of our customer base as well as our TPI network, and we are now seeking to benefit from the many different services and products offered under the PE brand.
Unlike in the past, in recent years many geo-political issues/conflicts have centered around Europe itself and its periphery – Ukraine, Moldova, Israel,  etc. - exacerbating supply-side volatility, which when combined with unpredictable weather, creates the risk of an even bigger impact on energy businesses. Infrastructure issues in the UK and Europe continue to be constraints too with little or no additional gas storage capacity being added and the move to renewables and reliance on nuclear again being questioned, further increasing risk of huge swings should demand rise on account of extreme weather conditions.
We remained substantially hedged during the period but actively managed the portfolio to optimize the outcome. High interest rates also remained an ongoing challenge throughout the reporting period as the government struggled to control inflation with further uncertainties created by the political changes  due to the impending general elections in July 2024. Exodus from the SME market continued with Opus Energy formally announcing the process of exiting the market and eventually selling the bulk of its portfolio to EDF Energy. We are currently in the process of acquiring a small book of remaining meter points from Opus with a target completion date of April 2025.

Page 1

 


POZITIVE ENERGY LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Business review (continued)

We take immense pride in the successful roll-out and seamless administration of various government introduced schemes like EBDS, EBRS, EBSS, EPG and AFP during the period and before, and making the benefits rapidly available to our customers. We have recently successfully off-boarded from all these schemes having completed all audits during the period. We also successfully met our smart meter roll-out targets for the CY23 period for electricity while narrowly missing our targets for gas smart-meter roll-out which remains plagued by industry issues. We also successfully completed all Ofgem and industry audits during the period including those covering the Smart Energy Code, Balancing & Settlement Code and the Debt & Disconnection Assurance Process.
Energy markets also faced ongoing price volatility in light of various conflicts around the globe even as we dealt with the aftermath of the COVID crisis during the period. The high interest rate environment continued through the reporting period to March 2024 and beyond, resulting in a prolonged difficult period for the wider market with SMEs taking a disproportionate hit to their trading activities. We have correspondingly taken a view that rationalizing our portfolio to account for the unlikelihood of recovering longstanding debts pertaining to the reporting period or earlier, would be the prudent thing to do to future-proof the business. We also continued to leverage our blend-and-extend proposition to support customers who were locked into higher prices and were eager to take advantage of falling prices in the market by extending their contracts with us, allowing us to proactively manage the risk of aged debtors. With greater clarity on government policies, we are adapting our debt collection processes to the new regime with increasing investment in internal and external resources, and actively managing our aged debtor book by taking a write-off where appropriate some of which remains a legacy of the SOLR process in 2021.
Our EV roll-out has been slow although we continue to explore ways of expediting the roll-out albeit in a more focused manner targeting sites within our customer base that are more likely to result in a faster ROI. The roll-out has also been impacted by significant uncertainty around green energy/environmental priorities of the government. 
We are pleased to report that despite the ongoing uncertainties, we continue to build a well diversified and high-quality customer portfolio leveraging the scalability of our platform and our partner network.
We streamlined our management structure by combining our separate sales roles for electricity and gas into a commercial director role covering both power and gas, whilst creating a separate UK operation director role to better manage our support and receivables management functions. We also strengthened our finance team with the joining of a Financial Controller in addition to the strengthening of our finance support team in India.

Page 2

 


POZITIVE ENERGY LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Principal risks and uncertainties
 
The Company is subject to multiple external risk factors influencing the energy supply chain. These include for example the turmoil in Europe, Russia and the Middle East, the aftermath of the Covid-19 pandemic, overall macro-economic environment, weather extremities, etc. which have impacted wholesale prices and consumption volumes, resulting in inflation and volatility in the price at which the Company is able to buy and then sell energy to its customers. We monitor these continuously, taking appropriate action where necessary. The principal operating risks of the company include, but are not limited to, the following areas:

1.Wholesale commodity price risk: We mitigate increases in commodity prices by hedging our commodity purchases by using customers' EAC/AQ consumption over the contract term and fine tuning it through active management closer to the time of delivery to reduce our dependence on the imbalanced market. While we do not have any major exposure to flex contracts, we are looking to reduce the need for hedging where appropriate, by introducing framework-based products that offer monthly/daily variable pricing for customers that are not looking to lock themselves to a fixed price over their contract term.
 
2.Geo-political risks: We continue to be subjected to multiple conflicts involving key energy supply chain sources/routes including Russia and the Middle East which have impacted wholesale prices, resulting in inflation and volatility in the price at which the company is able to sell energy to its customers
 
3.Macro-economic environment risk: Interest rates have started to come down in the last few months but remained relatively high during the reporting period backed by very high inflation levels. Although we are shielded from any direct impact of this rise in interest rates due to the absence of any significant borrowings we continue to be impacted indirectly due to its impact on the creditworthiness of our customer base. This was further exacerbated by uncertainties surrounding the timing of UK general elections.
 
4.Technology risk: The use of proprietary technology solutions for our core operations, a private cloud environment for hosting our key software assets, AI and deep data capabilities have been key to our scalability and security. The Company also maintains a business continuity plan wherein all the systems are mirrored which ensures that they can all be re-started within 15 minutes, resulting in a return to 'business as usual' with no effect on operations.
 
5.Customer creditworthiness risk: Slower than expected recovery following COVID, geopolitical uncertainties and higher interests rates that have created uncertainties for the business sector. Whilst we do not have a single point of failure by virtue of reliance on any particular sector(s) or TPI(s), we are not immune to the challenges faced by our customer base. We are taking measures to enhance the credit quality of our portfolio by leveraging Open Banking not just for onboarding but also for ongoing real-time monitoring of the financial health of our customer base and better debt management through outsourcing of legal processes and debt collection to enhance our portfolio quality.

Page 3

 


POZITIVE ENERGY LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Financial & other key performance indicators
 
The business actively tracks the proportion of its supply for both power and gas that is hedged as a measure of risk mitigation in volatile markets. This is also a measure that is required to be reported to OFGEM and our trading partners on a monthly basis. Additionally, we continue to see significant growth in the number of meter points as a measure of revenue diversification across both electricity and gas.

2024
2023
Revenue (£'000s)

1,179,849

1,040,121

 

Gross profit margin %

24.2%

8.1%

 

Operating profit margin %

16.3%

2.7%

 

Profit before taxation (£'000s)

191,953

28,070

 

Value of future secured contracts

1,391m

1,575m

 

Electricity Supply Hedged

94%

93%

 

Gas Supply Hedged

95%

94%

 

Electricity Meter Points

80,920

70,333

 

Gas Meter Points

36,577

36,489

 


 


Directors' statement of compliance with duty to promote the success of the Company
 
The Board recognises the importance of the company's wider stakeholders when performing their duties under Section 172 (1) of the Companies Act 2006, and their duties to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers, customers, and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly between members of the company.
The company has offices in UK and India. For its UK operations, the company is a low energy user.


This report was approved by the board and signed on its behalf.




N Bhatia
Director

Date: 9 April 2025

Page 4

 


POZITIVE ENERGY LTD
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The Directors present their report and the financial statements for the year ended 31 March 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, 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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Results and dividends

The profit for the year, after taxation, amounted to £143,907,635 (2023 - £22,782,376).

A dividend in specie of £4,892,314 was declared in the year (2023 - nil).

Directors

The Directors who served during the year were:

N Bhatia 
K F Campbell 
S J Daniels 
V Kumar 

Future developments

The Company is aiming to expand its market coverage through the roll-out of public EV chargers at customer sites, which has the potential to significantly enhance energy supplied over the coming years, as adoption of electric vehicles ramps up.
Further, the roll-out of smart meters across the customer base will progressively reduce the proportion of billing that is reliant on industry estimates, bringing down the reconciliation time from 14 months to 4 months and correspondingly better working capital management.

Page 5

 


POZITIVE ENERGY LTD
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Matters covered in the Strategic Report

The Company has chosen in accordance with Section 414C(II) of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 to set out within the Company’s Strategic Report, the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the Directors' Report, such as the business review and details of the principal risks and uncertainties.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Menzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





N Bhatia
Director

Date: 9 April 2025

Page 6

 


POZITIVE ENERGY LTD
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE ENERGY LTD

Opinion


We have audited the financial statements of Pozitive Energy Ltd (the 'Company') for the year ended 31 March 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 31 March 2024 and of its profit 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 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 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 Auditor's 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 7

 


POZITIVE ENERGY LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE ENERGY LTD (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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have 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 Strategic Report or 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 8

 


POZITIVE ENERGY LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE ENERGY LTD (CONTINUED)

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.


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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including:

Companies Act 2006;
Financial Reporting Standard 102;
Criminal Finances Act;
OFGEM regulations;

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial
statement items.

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area. We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

Posting of unusual journals and complex transactions; or
The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interests.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's Report.


Page 9

 


POZITIVE ENERGY LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE ENERGY LTD (CONTINUED)

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 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.





Robin Hopkins FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
95 Gresham Street
London
EC2V 7AB

9 April 2025
Page 10

 


POZITIVE ENERGY LTD
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
 4 
1,179,848,653
1,040,120,562

Cost of sales
  
(894,577,007)
(955,625,315)

Gross profit
  
285,271,646
84,495,247

Administrative expenses
  
(92,459,561)
(56,431,641)

Operating profit
 5 
192,812,085
28,063,606

Interest receivable and similar income
 9 
735,355
6,074

Interest payable and similar expenses
 10 
(1,594,788)
-

Profit before tax
  
191,952,652
28,069,680

Tax on profit
 11 
(48,045,017)
(5,287,304)

Profit for the financial year
  
143,907,635
22,782,376

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 26 form part of these financial statements.

Page 11

 


POZITIVE ENERGY LTD
REGISTERED NUMBER:09523048



STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 14 
553,360
419,130

Investments
 15 
1,111
4,893,425

  
554,471
5,312,555

Current assets
  

Debtors: amounts falling due within one year
 16 
265,368,642
312,740,421

Cash at bank and in hand
 17 
271,669,030
179,647,839

  
537,037,672
492,388,260

Creditors: amounts falling due within one year
 18 
(369,068,539)
(468,327,006)

Net current assets
  
 
 
167,969,133
 
 
24,061,254

Total assets less current liabilities
  
168,523,604
29,373,809

Deferred taxation
 19 
(134,474)
-

  
 
 
(134,474)
 
 
-

Net assets
  
168,389,130
29,373,809


Capital and reserves
  

Called up share capital 
 20 
11
11

Share premium account
 21 
179,999
179,999

Profit and loss account
 21 
168,209,120
29,193,799

  
168,389,130
29,373,809


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




S J Daniels
Director
Date: 9 April 2025

The notes on pages 14 to 26 form part of these financial statements.

Page 12

 


POZITIVE ENERGY LTD
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 April 2022
11
179,999
6,411,423
6,591,433



Profit for the year
-
-
22,782,376
22,782,376
Total comprehensive income for the year
-
-
22,782,376
22,782,376



At 1 April 2023
11
179,999
29,193,799
29,373,809



Profit for the year
-
-
143,907,635
143,907,635
Total comprehensive income for the year
-
-
143,907,635
143,907,635


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(4,892,314)
(4,892,314)


At 31 March 2024
11
179,999
168,209,120
168,389,130


The notes on pages 14 to 26 form part of these financial statements.

Page 13

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Pozitive Energy Ltd is a private company limited by shares and incorporated in England and Wales. Its registered office is located at  Floor 10 (North West), One Canada Square, Canary Wharf, London, E14 5AB. The Company's registered number is 09523048.
The principal activity of Pozitive Energy Ltd is that of energy supplier selling power and offering gas tariffs to a range of businesses in the UK.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Pozitive Holdings Limited as at 31 March 2024 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

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. Energy supply revenue is recognised on the basis of electricity and gas supplied during the period and is attributable to the supply of electricity and gas.
This includes an estimate of the sales value of units supplied to customers between the date of the last meter reading and the year-end. Any unbilled revenue is included in accrued income to the extent that is it considered recoverable, based on historical data.

Page 14

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

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.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The computer software is fully amortised in the year of purchase.

 
2.11

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.

Page 15

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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:

Motor vehicles
-
100%
straight-line basis
Fixtures and fittings
-
20%
straight-line basis
Office equipment
-
10%
straight-line basis

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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.

Page 16

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.


 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 17

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Accrued Income
In making this judgement the company uses volume date provided by industry bodies which form the basis of the sales invoices raised. An adjustment is made for line-loss in respect of the electricity volumes and the net figure is used in the accrued income calculation. This is compared to the total value of invoices raised in the period and the difference is accrued, and assumes to be billable post year end.
Bad Debt 
A provision against bad debt is calculated based on the aging of debts, whether accounts are still active, along with other knowledge by management of the likelihood of debts being paid.


4.


Turnover

The whole of the turnover is attributable to the principal activity specified in note 1 and arose solely within the United Kingdom.
Included within turnover is £66,235,328 (2023 - £202,500,148) in relation to the government's Energy Price Guarantee and Energy Bills Relief Scheme. 


5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Other operating lease rentals
4,173
1,727


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
126,000
120,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 18

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Employees

Staff costs, including Directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
9,707,572
2,283,944

Social security costs
800,907
286,744

Cost of defined contribution scheme
114,597
554,677

10,623,076
3,125,365


The average monthly number of employees, including the Directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
30
22


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
6,887,500
1,480,000

6,887,500
1,480,000


The highest paid Director received remuneration of £2,500,000 (2023 - £480,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2023 - £NIL).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
735,355
6,074

735,355
6,074

Page 19

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
12,238
-

Other interest payable
1,582,550
-

1,594,788
-


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
47,594,942
5,167,633

Adjustments in respect of previous periods
34,758
10,496


47,629,700
5,178,129


Total current tax
47,629,700
5,178,129

Deferred tax


Origination and reversal of timing differences
415,317
109,175

Total deferred tax
415,317
109,175


48,045,017
5,287,304
Page 20

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
191,952,652
28,069,680


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
47,988,163
5,333,239

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
22,026
22,764

Capital allowances for year in excess of depreciation
70
(29,111)

Adjustments to tax charge in respect of prior periods
34,758
10,496

Changes to the rate of taxation on deferred tax
-
(50,084)

Total tax charge for the year
48,045,017
5,287,304


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Dividends
4,892,314
-

4,892,314
-

Page 21

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Intangible assets




Computer software

£



Cost


At 1 April 2023
382,775



At 31 March 2024

382,775



Amortisation


At 1 April 2023
382,775



At 31 March 2024

382,775



Net book value



At 31 March 2024
-



At 31 March 2023
-




14.


Tangible fixed assets





Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 April 2023
318,001
14,047
479,750
811,798


Additions
585,743
-
205,571
791,314



At 31 March 2024

903,744
14,047
685,321
1,603,112



Depreciation


At 1 April 2023
318,001
10,238
64,429
392,668


Charge for the year on owned assets
585,743
2,809
68,532
657,084



At 31 March 2024

903,744
13,047
132,961
1,049,752



Net book value



At 31 March 2024
-
1,000
552,360
553,360



At 31 March 2023
-
3,809
415,321
419,130

Page 22

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
4,893,425


Disposals
(4,892,314)



At 31 March 2024
1,111





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Pozitive Electricity and Gas Private Limited
Office No. 13 & 14, Sigma Corporate Park Nr. Man Partyplot, Opp. Pakvan-2, S.G. Highway, Bodakdev, Ahmadabad City, Gujarat, India - 380054
Ordinary
99.99%

During the year the subsidiary Pozitive Water Limited was transferred to the parent company via a dividend in specie (see note 12).


16.


Debtors

2024
2023
£
£


Trade debtors
153,277,542
140,098,107

Amounts owed by group undertakings
4,585,514
19,866,358

Other debtors
45,584,536
44,040,612

Prepayments and accrued income
59,658,622
108,454,501

Deferred taxation
-
280,843

Grants receivable
2,262,428
-

265,368,642
312,740,421


Page 23

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
271,669,030
179,647,839

271,669,030
179,647,839



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
163,431,789
25,197,039

Amounts owed to group undertakings
-
538,424

Corporation tax
34,847,467
5,167,633

Other taxation and social security
15,214,336
33,534,459

Other creditors
204,661
303,125

Accruals and deferred income
155,370,286
403,586,326

369,068,539
468,327,006


Within accruals and deferred income above is £Nil (2023: £73,927,528) relating to government grants received in advance.


19.


Deferred taxation




2024


£






At beginning of year
280,843


Charged to profit or loss
(415,317)



At end of year
(134,474)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(135,006)
(101,166)

Timing differences
532
382,009

(134,474)
280,843

Page 24

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
19.Deferred taxation (continued)


Capital allowances will reverse over the length the assets are held.  The timing differences will reverse in the subsequent period.


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



11,120 (2023 - 11,120) Ordinary shares of £0.001 each
11
11



21.


Reserves

Share premium account

The share premium account represents the premium paid on shares issued less any transaction costs in respect of
new shares issued.

Profit and loss account

This reserve records retained earnings and accumulated losses.


22.


Commitments under operating leases

At 31 March 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
306,855
81,400

Later than 1 year and not later than 5 years
456,021
-

762,876
81,400


23.Other financial commitments

There is a fixed and floating charge over the assets of the Company as security of continuing trading activity with a supplier and associated credit facility.

Page 25

 


POZITIVE ENERGY LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Related party transactions

During the year the company recognised trading expenses totalling £22,729,193 (2023: £170,966,772) charged by companies over which shareholders of this company also have significant influence. Balances at the year end due to these companies totalled £119,264,943 (2023: £171,317,089), included amounts accrued.
Amounts due from directors at the year end totalled £Nil. (2023:£165,000).
During the year family members of directors received remuneration of £85,800 (2023: £100,000).
Key management personnel is considered to be the same as the directors, of which remuneration is disclosed in note 8.


25.


Controlling party

The Company's immediate and ultimate parent company is Pozitive Holdings Ltd to which consolidated accounts include this company.  The consolidated accounts are available from Companies House for the year ended 31 March 2024.
There is not considered to be one controlling party.

 
Page 26