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Registration number: 06363524

NextPower Development Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

NextPower Development Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 10

Consolidated Profit and Loss Account

11

Consolidated Statement of Comprehensive Income

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 31

 

NextPower Development Limited

Company Information

Directors

Mr A Beolchini

Mr M F Bonte-Friedheim

Mr R Grier

Company secretary

Lea Secretaries Limited

Registered office

75 Grosvenor Street
London
W1K3JS

Auditors

The Audit Experts Limited 4th Floor, 3 Shortlands,
Hammersmith
London
W6 8DA

 

NextPower Development Limited

Strategic Report for the Year Ended 31 December 2023

The Directors present the Strategic Report for NextPower Development Limited for the year ended 31 December 2023.

References in this report to the “Company” mean NextPower Development Limited, together with its subsidiaries, the “Group”.

Principal Activities
The principal activity of the company is that of an investment holding company which focuses its investment activities on renewable energy in the UK.

Business Review
The profit for the financial year ended 31 December 2023 was £21.7m (profit 2022: £31.3m).
During the year, the Group successfully continued its renewable energy plant development activities, further reinforcing its commitment to sustainability and innovation. Additionally, as part of its portfolio optimisation strategy, two plants were divested, with a portion of the proceeds being reinvested to support the ongoing development of projects currently in the pipeline. During the year, the Group used its cash balances to lend funds to related parties, thus explaining the significant rise in the value of Debtors and corresponding fall in Cash at bank and in hand.
The level of debtors at the year end reflects amounts due from group companies and trade receivables arising in the normal course of business. The directors consider these balances to be fully recoverable.
Cash at bank and in hand remained at a level sufficient to meet the company’s operational needs. The company maintains a prudent approach to liquidity, ensuring adequate cash reserves are available to support ongoing activities and any short-term obligations.

Principal Risks and Uncertainties
The management of the business and execution of the Group’s strategy are subject to a number of risks. The principal risks are market risk, credit risk and liquidity risk. The principal risks of the group are monitored by Management. Where Management identifies that specific risks are material to the Group, the financial impact of these risks is considered as part of business planning and capital management.

Market Risk
Market risk is the risk of fluctuations in the financial markets that can affect investor appetite. Economic downturns may lead to reduced asset values and liquidity challenges.

Liquidity Risk
Liquidity risk is the risk of an entity encountering difficulty in meeting obligations with financial liabilities. Liquidity management is performed centrally by Group Finance with oversight from the CFO. The Group has a scalable business model allowing it to be able to react effectively and quickly.

Credit Risk
Credit risk is the risk that a counterparty will fail to complete it contractual obligations when they fall due. The Company mitigates this risk by placing priority of this payment over other obligations of the funds and undertaking thorough due diligence on investors.

Future Development

The company will continue to develop its SPVs. All sales are expected to be made at a significant profit. The comapny is expected to sell all thier SPVs in three years and expected to record healthy profits in FY 2024, 2025 and 2026.

 

 

NextPower Development Limited

Strategic Report for the Year Ended 31 December 2023

Approved and authorised by the Board on 9 April 2025 and signed on its behalf by:
 

.........................................
Mr M F Bonte-Friedheim
Director

 

NextPower Development Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the for the year ended 31 December 2023.

Directors of the group

The directors who held office during the year were as follows:

Mr A Beolchini

Mr M F Bonte-Friedheim

Mr R Grier

Results and dividends

The group reported profits after tax of £2,178,845 for the financial year (2022: £31,384,301).

The directors approved the payment of dividends of £1,400,000 in the current year (2022: £6,500,000).

Political donations

The company did not make any political donations or incur any political expenditure during the year (2023: £nil).

Qualifying third party indemnity provisions

The group has not made qualifying third party indemnity provisons for the benefit of its directors during the year.

Employee involvement

The Group do not have any employees to place considerable involvement to its employees.

Director's interest

None of the directors had any interest in any contracts or arrangements with the Group and its subsidiaries during the year.

Going concerns

The directors are confident that the company has sufficient resources to continue its operations for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements. As such, the going concern basis has been adopted in the preparation of the annual report and financial statements.

In reaching this conclusion, the directors have considered the company’s current financial position, projected cash flows, and the ongoing support from its parent and other group companies. No material uncertainties have been identified that would cast significant doubt on the company’s ability to continue as a going concern.

Post balance sheet events

The directors confirms that there were no significant events occurring after the balance sheet date, up to the date of this report that would meet the criteria to be disclosed or adjusted in the financial statements for the year ended 31 December 2023 other than those which are mentioned in note 17 of the financial statements.

 

NextPower Development Limited

Directors' Report for the Year Ended 31 December 2023

Disclosure of information to the auditor

Each of the persons who are directors at the time when this Director’s 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 directors 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.

This information is given and should be interpreted in accordance with the provision of s418 of the Companies Act 2006.

Reappointment of auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and The Audit Experts will therefore continue in office.

Approved and authorised by the Board on 9 April 2025 and signed on its behalf by:
 

.........................................
Mr M F Bonte-Friedheim
Director

 

NextPower Development Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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). 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 group and the company and of the profit or loss of the group 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;

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

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

NextPower Development Limited

Independent Auditor's Report to the Members of NextPower Development Limited

Opinion

We have audited the financial statements of NextPower Development Limited (the 'company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of material accounting policies. 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).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the company's affairs as at 31 December 2023 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 group's and the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 matters

We draw attention to the fact that this is the first year of our audit of the financial statements. As a result, we have not been engaged to audit the opening balances or comparative numbers for the prior period presented in the financial statements. These opening balances and comparative figures are unaudited, and we have not expressed any assurance on them. Our opinion is based solely on the audited financial statements for the current period.

 

NextPower Development Limited

Independent Auditor's Report to the Members of NextPower Development Limited

Other information

The other information comprises all of the information 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, accordingly, we do not express and audit opinion or, except to the extent otherwise explicitly stated in the report, any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatement, we are required to perform procedures to determine whether this gives rise to a material misstatements in the financial statements themselves If, based on work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
 

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of our 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 and the Directors' Report.
 

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

• the company financial statements are not in agreement with the accounting records and returns; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 and the group’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.

 

NextPower Development Limited

Independent Auditor's Report to the Members of NextPower Development Limited

Auditor 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.

• Enquiries of management including consideration of knowns or suspected instances of non-compliance with laws and regulations and fraud;

• Using analytical procedures to identify any unusual or unexpected relationships;

• Performing audit work over the risk of management override of controls, including testing or journals entries and other adjustments for appropriateness , evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though we have properly planned and performed our audit in accordance with the auditing standards, including those leading to a material misstatement in the financial statements or non-compliance with regulations. 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 conclusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

NextPower Development Limited

Independent Auditor's Report to the Members of NextPower Development 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.

......................................
Irfan Ahmed Zuberi ACCA (Senior Statutory Auditor)
For and on behalf of The Audit Experts Limited, Statutory Auditor
 4th Floor, 3 Shortlands,
Hammersmith
London
W6 8DA

9 April 2025

 

NextPower Development Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022 (Unaudited)
£

Turnover

-

-

Gross profit/(loss)

 

-

-

Administrative expenses

 

(61,239)

(3,029,330)

Operating loss

4

(61,239)

(3,029,330)

Gain on sale of investments

 

2,598,926

35,074,395

Other interest receivable and similar income

5

872,074

3,191,762

Interest payable and similar expenses

6

(232,414)

(4,851,028)

   

3,238,586

33,415,129

Profit before tax

 

3,177,347

30,385,799

Tax on profit

 

(998,502)

998,502

Profit for the financial year

 

2,178,845

31,384,301

Profit/(loss) attributable to:

 

Owners of the company

 

2,178,845

31,384,301

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

 

NextPower Development Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022 (Unaudited)
£

Profit for the year

2,178,845

31,384,301

Total comprehensive income for the year

2,178,845

31,384,301

Total comprehensive income attributable to:

Owners of the company

2,178,845

31,384,301

 

NextPower Development Limited

(Registration number: 06363524)
Consolidated Balance Sheet as at 31 December 2023

Note

2023
£

2022 (Unaudited)
£

Fixed assets

 

Investments

10

5,369,597

5,996,853

Current assets

 

Debtors

11

21,514,441

6,272,598

Cash at bank and in hand

 

2,405,927

16,604,168

 

23,920,368

22,876,766

Creditors: Amounts falling due within one year

13

(40,049)

(402,579)

Net current assets

 

23,880,319

22,474,187

Net assets

 

29,249,916

28,471,040

Capital and reserves

 

Called up share capital

14

2

2

Retained earnings

29,249,914

28,471,038

Equity attributable to owners of the company

 

29,249,916

28,471,040

Shareholders' funds

 

29,249,916

28,471,040

Approved and authorised by the Board on 9 April 2025 and signed on its behalf by:
 

.........................................
Mr M F Bonte-Friedheim
Director

 

NextPower Development Limited

(Registration number: 06363524)
Company Balance Sheet as at 31 December 2023

Note

2023
£

2022 (Unaudited)
£

Fixed assets

 

Investments

10

250

1,265

Current assets

 

Debtors

11

3,670,457

3,906,307

Cash at bank and in hand

 

49,746

742,341

 

3,720,203

4,648,648

Creditors: Amounts falling due within one year

13

(13,094)

(265,149)

Net current assets

 

3,707,109

4,383,499

Net assets

 

3,707,359

4,384,764

Capital and reserves

 

Called up share capital

14

2

2

Retained earnings

3,707,357

4,384,762

Shareholders' funds

 

3,707,359

4,384,764

The company made a profit after tax for the financial year of £722,595 (2022 - profit of £11,289,665).

Approved and authorised by the Board on 9 April 2025 and signed on its behalf by:
 

.........................................
Mr M F Bonte-Friedheim
Director

 

NextPower Development Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 January 2023

2

28,471,069

28,471,071

28,471,071

Profit for the year

-

2,178,845

2,178,845

2,178,845

Dividends

-

(1,400,000)

(1,400,000)

(1,400,000)

At 31 December 2023

2

29,249,914

29,249,916

29,249,916

Share capital
(Unaudited)
£

Retained earnings
(Unaudited)
£

Total
(Unaudited)
£

Total equity
(Unaudited)
£

At 1 January 2022

2

3,586,737

3,586,739

3,586,739

Profit for the year

-

31,384,301

31,384,301

31,384,301

Dividends

-

(6,500,000)

(6,500,000)

(6,500,000)

At 31 December 2022

2

28,471,038

28,471,040

28,471,040

 

NextPower Development Limited

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

Share capital
£

Retained earnings
£

Total
£

At 1 January 2023

2

4,384,762

4,384,764

Profit for the year

-

722,595

722,595

Dividends

-

(1,400,000)

(1,400,000)

At 31 December 2023

2

3,707,357

3,707,359

Share capital
(Unaudited)
£

Retained earnings
(Unaudited)
£

Total
(Unaudited)
£

At 1 January 2022

2

(404,903)

(404,901)

Profit for the year

-

11,289,665

11,289,665

Dividends

-

(6,500,000)

(6,500,000)

At 31 December 2022

2

4,384,762

4,384,764

 

NextPower Development Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022 (Unaudited)
£

Cash flows from operating activities

Profit for the year

 

2,178,845

31,384,301

Adjustments to cash flows from non-cash items

 

Profit from disposals of investments

3

(2,598,926)

(35,074,395)

Finance income

5

(872,074)

(3,191,762)

Finance costs

6

232,414

4,851,028

Income tax expense

9

998,502

(998,502)

Foreign exchange gains/losses

 

(24)

677

 

(61,263)

(3,028,653)

Working capital adjustments

 

Increase in trade debtors

11

(16,240,345)

(4,793,245)

Decrease in trade creditors

13

(362,530)

(12,077,497)

Net cash flow from operating activities

 

(16,664,138)

(19,899,395)

Cash flows from investing activities

 

Interest received

872,074

3,191,762

Proceeds from disposal of financial investments other than trading investments

 

3,226,182

41,473,515

Net cash flows from investing activities

 

4,098,256

44,665,277

Cash flows from financing activities

 

Interest paid

6

(232,414)

(4,851,028)

Dividends paid

(1,400,000)

(6,500,000)

Net cash flows from financing activities

 

(1,632,414)

(11,351,028)

Net (decrease)/increase in cash and cash equivalents

 

(14,198,296)

13,414,854

Cash and cash equivalents at 1 January

 

16,604,168

3,189,991

Effect of exchange rate fluctuations on cash held

 

55

(677)

Cash and cash equivalents at 31 December

 

2,405,927

16,604,168

 

NextPower Development Limited

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

1

General information

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

The principal activity of the company is that of an investment holding company which focuses its investment
activities on renewable energy in the UK.

The address of its registered office is:
75 Grosvenor Street
London
W1K3JS
United Kingdom

These financial statements were authorised for issue by the Board on 9 April 2025.

2

Material accounting policies

Summary of material accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value. The functional and presentational currency is Pound Sterling (£).
The company has taken advantage of exemption provided by FRS 102 section 33 “Related Party Transactions” not to disclose transactions with other Next Energy Capital Sarl wholly owned subsidiaries who are related parties.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023. Under FRS 102, para 9.9(b), SPVs were excluded from consolidation as they are held as part of an investments protfolio and has never been previously consolidated within the group financial statements.

 

NextPower Development Limited

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

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

As mentioned in the Directors’ Report, the directors are confident that the company has sufficient resources to continue its operations for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements. As such, the going concern basis has been adopted in the preparation of the annual report and financial statements.

In reaching this conclusion, the directors have considered the company’s current financial position, projected cash flows, and the ongoing support from its parent and other group companies. No material uncertainties have been identified that would cast significant doubt on the company’s ability to continue as a going concern.

 

NextPower Development Limited

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

Judgements

Management has determined that certain special purpose vehicles (SPVs) are held as part of investment protfolio and are not consolidated under FRS 102 Section 9. This judgement is based on management’s intention and the structure of these investments, and it affects the presentation of the Group’s consolidated financial statements.

The Group holds investments in various entities, including early-stage renewable energy projects. Management assesses whether these should be accounted for as subsidiaries, associates, or financial assets. This classification involves judgement regarding control, significant influence, and the business model for holding the investment.

Key sources of estimation uncertainty

The preparation of financial statements under FRS 102 requires the use of estimates and assumptions. The following areas involve significant estimation uncertainty that could result in a material adjustment to the carrying amounts of assets or liabilities in the next financial year:.

The Group reviews the carrying values of investments in subsidiaries and associates for impairment where indicators exist. Estimating the recoverable amount involves significant assumptions, including forecast cash flows, discount rates, and market valuations. Given the early-stage nature of some investments, these assumptions are inherently uncertain..

The Group has exposure to balances denominated in foreign currencies. The retranslation of these balances at each reporting date can affect the reported results and net asset position. Judgement is involved in selecting appropriate exchange rates and assessing whether differences should be recognised in profit or loss or equity.

.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

 

NextPower Development Limited

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

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in the Company’s balance sheet are stated at cost less any impairment. They are reviewed annually for indicators of impairment.


Investments in subsidiaries are measured at cost less impairment. Investments in subsidiaries held as part of an investment portfolio are measured at Fair value with fair value changes recognised in profit or loss. The entity uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of inputs determined by reference to a market price in an active market.

Where the fair value of investments can not be reliably measured due to an absent active market or due to no other reliable method to calculate fair value the Investment is recognised at cost less impairment

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Receivables represent amounts due for services rendered in the ordinary course of business.

They are initially recognised at the transaction price, and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

An impairment provision is recognised when there is objective evidence that the Group will not collect the full amount due under the terms of the receivable.

 

NextPower Development Limited

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

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

 

NextPower Development Limited

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

Financial instruments

Classification
Financial instruments are classified as either basic or other depending on the nature of the instrument.

• Basic financial instruments include cash, receivables, payables, loans, and similar debt instruments that meet the criteria of Section 11 of FRS 102. These are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method.

• Other financial instruments include derivatives and instruments that do not meet the definition of basic financial instruments under FRS 102. These are measured at fair value through profit or loss, unless designated as part of a hedging relationship that qualifies for hedge accounting under Section 12.

 Recognition and measurement
Initial Recognition
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

• Basic financial instruments are initially measured at transaction price, including any transaction costs.
• Other financial instruments are initially recognised at fair value, with any transaction costs recognised in profit or loss.

Subsequent Measurement

• Basic financial instruments are subsequently measured at amortised cost using the effective interest method.
• Investments in non-convertible preference shares and non-puttable ordinary shares that are publicly traded or whose fair value can otherwise be reliably measured are subsequently measured at fair value through profit or loss.
• Derivatives and other non-basic financial instruments are measured at fair value, with changes recognised in the profit and loss account unless part of a qualifying hedge.

Derecognition

• A financial asset is derecognised when the contractual rights to the cash flows expire or are settled, or when the asset is transferred and the Group has transferred substantially all the risks and rewards of ownership.
• A financial liability is derecognised when it is extinguished — i.e., when the obligation is discharged, cancelled, or expires.

 Impairment
At each reporting date, the Group assesses whether there is objective evidence that a financial asset or group of financial assets measured at amortised cost is impaired.

Objective evidence includes:

• Significant financial difficulty of the counterparty,
• Default or delinquency in interest or principal payments,
• Probability that the counterparty will enter bankruptcy or financial reorganisation.

If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognised, the impairment loss is reversed through profit or loss.

 

NextPower Development Limited

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

3

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2023
£

2022 (Unaudited)
£

Gain from disposals of investments

2,598,926

35,074,395

The proceed from the sale of invetment was £3,266,206. The cost of these invetments were £627,280 resulting in a gain of sale of investments of £2,598,926.

4

Operating profit

Arrived at after charging/(crediting)

2023
£

2022 (Unaudited)
£

Other expenses

61,263

2,991,153

Foreign exchange (gains)/losses

(24)

677

5

Other interest receivable and similar income

2023
£

2022 (Unaudited)
£

Interest income on bank deposits

-

786

Other finance income

872,074

3,190,976

872,074

3,191,762

6

Interest payable and similar expenses

2023
£

2022 (Unaudited)
£

Interest on bank overdrafts and borrowings

-

3,661,627

Interest expense on other finance liabilities

232,414

1,189,401

232,414

4,851,028

7

Staff costs

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

8

Directors' remuneration

No directors received any emoluments from the company during the year (2022: £nil). Emoluments were paid by a group company and were considered de minimis in relation to this entity.

 

NextPower Development Limited

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

9

Taxation

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

2023
£

2022 (Unaudited)
£

Profit before tax

3,177,347

30,385,799

Corporation tax at standard rate

746,677

5,773,302

Effect of revenues exempt from taxation

(746,677)

(3,588,302)

Tax decrease from effect of dividends from UK companies

-

(2,185,000)

Total tax charge/(credit)

-

-

Tax charged/(credited) in the consolidated profit and loss account

2023
£

2022 (Unaudited)
£

Deferred taxation

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

(219,510)

(998,502)

Arising from write-down or reversal of write-down of deferred tax asset

1,218,012

-

Total deferred taxation

998,502

(998,502)

Deferred tax recognised in sudsidries finacial statements for the year was £219,510 (2022:£998,502). Total amount of deferred tax assets of £1,218,012 was written down during the year as it is not probable that there will be sufficient future taxable profits available against which the comapny can use the benefits therefrom.

 

NextPower Development Limited

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

10

Investments

Group

Details of undertakings

Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

2022

Subsidiary undertakings

NextPower SPV 14 Ltd

Ordinary

100%

100%

United Kingdom

NextPower SPV 15 Ltd

Ordinary

100%

100%

United Kingdom

NextPower SPV 16 Ltd

Ordinary

100%

100%

United Kingdom

Moss Lane Farm Solar ltd

Ordianry

100%

100%

United kingdom

NextPower SPV 9 Ltd

Ordinary

100%

100%

United Kingdom

NextPower SPV 12 Ltd

Ordianry

100%

100%

United kingdom

NextPower SPV 13 Ltd

Ordianry

100%

100%

United kingdom

NextPower SPV 17 Ltd

Ordianry

100%

100%

United KLingdom

NextPower SPV 18

Ordianry

100%

100%

United kingdom

 

NextPower Development Limited

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

Subsidiary undertakings

NextPower SPV 14 Ltd

The principal activity of NextPower SPV 14 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 15 Ltd

The principal activity of NextPower SPV 15 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 16 Ltd

The principal activity of NextPower SPV 16 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

Moss Lane Farm Solar ltd

The principal activity of Moss Lane Farm Solar ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 9 Ltd

The principal activity of NextPower SPV 9 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 12 Ltd

The principal activity of NextPower SPV 12 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 13 Ltd

The principal activity of NextPower SPV 13 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 17 Ltd

The principal activity of NextPower SPV 17 Ltd is the development of solar photovoltaic ("Solar PV") projects with the

NextPower SPV 18

The principal activity of NextPower SPV 18 is the development of solar photovoltaic ("Solar PV") projects with the

Company

2023
£

2022 (Unaudited)
£

Investments in subsidiaries

200

1,215

Investments in associates

50

50

250

1,265

 

NextPower Development Limited

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

Subsidiaries

£

Cost or valuation

At 1 January 2023

1,215

Disposals

(1,015)

At 31 December 2023

200

Provision

Carrying amount

At 31 December 2023

200

At 31 December 2022

1,215

Associates

£

Cost

Additions

50

Provision

Carrying amount

At 31 December 2023

50

At 31 December 2022

50

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

2022

Subsidiary undertakings

Nightshade Topco

5th Floor, North Side, 7/10
Chandos Street, London,W1G
9DQ

United Kingdom

Ordinary

100%

100%

NPD Top Devco

5th Floor North Side, 7/10
Chandos Street, Cavendish Square,
London, United Kingdom, W1G
9DQ

United Kingdom

Ordinary

100%

100%

NextSTEP SRL SB

Sestiere San Polo 2170 - 30125
Venezia

Italy

Ordinary

0%

33%

 

NextPower Development Limited

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

Subsidiary undertakings

Nightshade Topco

The principal activity of Nightshade Topco is that of an investment holding company..

NPD Top Devco

The principal activity of NPD Top Devco is that of an investment holding company..

NextSTEP SRL SB

The principal activity of NextSTEP SRL SB is a start-up accelerator supporting the environmental sustainability industry..

11

Debtors

   

Group

Company

Current

Note

2023
£

2022 (Unaudited)
£

2023
£

2022 (Unaudited)
£

Trade debtors

 

2,424

159,917

-

165,750

Amounts owed by related parties

20,185,125

3,854,907

3,552,670

3,557,097

Other debtors

 

113,997

178

112,779

(50)

Other Current assets

 

1,026,716

893,927

-

-

VAT Control account

 

184,107

365,168

2,936

(6,076)

Prepayments

 

2,072

(1)

2,072

189,586

Deferred tax assets

9

-

998,502

-

-

   

21,514,441

6,272,598

3,670,457

3,906,307

- Other Current assets represnts capitalization of Construction & Development Cost for Nightshade DevCo and Nightshade DevCo 2.
 

12

Cash and cash equivalents

 

Group

Company

2023
£

2022 (Unaudited)
£

2023
£

2022 (Unaudited)
£

Cash at bank

2,405,927

16,604,168

49,746

742,341

 

NextPower Development Limited

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

13

Creditors

 

Group

Company

2023
£

2022 (Unaudited)
£

2023
£

2022 (Unaudited)
£

Due within one year

Trade creditors

6,098

299,514

11,384

265,149

Other payables

-

75,352

-

-

Accruals

33,951

27,713

1,710

-

40,049

402,579

13,094

265,149

14

Share capital

Allotted, called up and fully paid shares

2023

2022 (Unaudited)

No.

£

No.

£

Ordinary shares of £1 each

2

2

2

2

       
 

NextPower Development Limited

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

15

Dividends

2023

2022 (Unaudited)

£

£

Interim dividend of £700,000.00 (2022 - £3,250,000.00) per ordinary share

1,400,000

6,500,000

 

 

16

Parent and ultimate parent undertaking

The company's immediate parent is NextEnergy Capital Sàrl, incorporated in Luxembourg.

 The ultimate parent is NextEnergy Capital Sàrl, incorporated in Luxembourg.

 

17

Post balance sheet events

The comapny has sold two of its SPVs after the year ending 31 December 2023 namely; Lock’s Farm was sold in November 2024 and Moss & Drury in March 2025.

18

Auditor Limitation liability

An auditors’ limitation of liability agreement has been approved by the directors for the financial year ended 31
December 2023.
The principal terms and conditions are as below:

• The agreement limits the amount of any liability owed to the Company by the auditors in respect of any
negligence default, breach of duty or breach of trust , occurring in the course of audit of the Company’s
accounts and pursuant to this agreement of which the auditor may be guilty in relation to the Company.

• The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances
stated above.