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Company registration number: 12314038







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


POZITIVE HOLDINGS LTD






































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POZITIVE HOLDINGS LTD
 


 
COMPANY INFORMATION


Directors
N Bhatia 
K F Campbell 
S J Daniels 
V Kumar 




Registered number
12314038



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 HOLDINGS LTD
 



CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditor's Report
6 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Statement of Financial Position
11
Company Statement of Financial Position
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15
Consolidated Analysis of Net Debt
16
Notes to the Financial Statements
17 - 29


 


POZITIVE HOLDINGS LTD
 


 
GROUP 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 Holdings (PHL) was established in November 2019 and is the holding company for Pozitive Energy Ltd., Pozitive Water Limited (formerly First Business Water Ltd.), PE DOT Solutions Ltd., as well as Smart Pay Energy Ltd. (since April 2024), and it continues to be an investment holding company as well as new venture exploration company focused on the utilities market. In February 2024, all the subsidiaries re-branded their customer solutions to 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.
During the year, PHL also established PE DOT Solutions Ltd. as a wholly-owned subsidiary to manage the direct sales operations of Pozitive Energy and Pozitive Water Limited alongside the sales of other PE-branded solutions. This was subsequently followed by the re-naming of First Business Water Ltd. as Pozitive Water Ltd. in late 2024.                                        
Following the formal surrender of Pozitive Energy’s domestic license and the sale of the residual domestic customer book in 2024, we are now exclusively B2B suppliers offering competitively priced energy and water with value-added services. In addition, in early 2025, Ofgem granted Smart Pay Energy Ltd. a non-domestic energy supplier license and it is anticipated that Smart Pay Energy will commence operations in late 2025/early 2026 focusing on a fully-automated, direct-to-customer model primarily focused on the MSME market, a category not particularly targeted by Pozitive Energy. 

The operating businesses of Pozitive Holdings continue to focus on leveraging technology to digitalise the traditional utilities business model by creating a robust low cost-to-acquire, low cost-to-serve business model in an otherwise challenging marketplace. The directors are pleased to report that significant progress continues to be made towards this mission with the subsidiaries completing another year of robust performance and continued profitability.

Page 1

 


POZITIVE HOLDINGS LTD
 



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

Principal risks and uncertainties
 
As a holding company, the majority of Pozitive Holdings' assets comprise of investments in, and/or loans to, subsidiary undertakings. Correspondingly, the principal risks of the Company relate to its inability to recover the carrying value of its investments and loans due to adverse conditions in markets where its subsidiaries operate. The performance of the underlying businesses is subject to a number of principal risks and uncertainties, and the company monitors these continuously, taking appropriate action where necessary.
The principal internal and external risks include, but are not limited to the following areas:
 
1. Wholesale commodity price risk: We mitigate increases in commodity prices in the energy markets 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. 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. 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. The water market has less exposure to commodity price risks given the pass-through nature of that industry’s costs.
 
2.Liquidity risks: Every subsidiary constantly monitors its cash position and maintains sufficient balances with         wholesale/industry participants. Through a combination of hedging where appropriate, timely billing and effective collections, each company ensures that it is able to maintain a healthy cash balance to mitigate any need for unforeseen collateral requirements.
 
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 broadly 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.


Financial 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, OFWAT and MOSL and our wholesale supply/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.

Page 2

 


POZITIVE HOLDINGS LTD
 



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

2024
2023
Revenue (£'000s)

1,218,742

1,296,718
 
Gross profit margin

23.7%

8.2%
 
Operating profit margin

16.0%

3.1%
 
Profit before taxation (£'000s)

194,63

39,557
 
Electricity Supply Hedged

94%

93%
 
Gas Supply Hedged

95%

94%
 
Electricity Meter Points

80,920

70,333
 
Gas Meter Points

36,577

36,489
 
Water & Waste Supply Points

11,294

8,939
 

Directors' statement of compliance with duty to promote the success of the Group
 
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: 11 April 2025

Page 3

 


POZITIVE HOLDINGS 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group 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 for the Group'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 Group 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 the Group 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 the Group 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 £146,020,698 (2023 - £32,098,046).

No dividend was proposed or paid in the period (2023 - nil).

Directors

The Directors who served during the year were:

N Bhatia 
K F Campbell 
S J Daniels 
V Kumar 

Future developments

The Group 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 4

 


POZITIVE HOLDINGS LTD
 


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

Matters covered in the Group 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 business review, details of the principal risks and uncertainties and the company's approach to compliance with Section 172(1) of the Companies Act 2006.

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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group 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: 11 April 2025

Page 5

 


POZITIVE HOLDINGS LTD
 

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

Opinion


We have audited the financial statements of Pozitive Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 March 2024 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 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 Group's or the parent 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 6

 


POZITIVE HOLDINGS LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE HOLDINGS 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


POZITIVE HOLDINGS LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE HOLDINGS 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 Group 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 Group 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;
OFWAT 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 Group 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 Group 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 8

 


POZITIVE HOLDINGS LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POZITIVE HOLDINGS 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

11 April 2025
Page 9

 


POZITIVE HOLDINGS LTD
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

Year ended
31 March
16 months ended
31 March
2024
2023
Note
£
£

  

Turnover
 4 
1,218,786,238
1,296,717,897

Cost of sales
  
(930,237,003)
(1,190,100,368)

Gross profit
  
288,549,235
106,617,529

Administrative expenses
  
(93,061,992)
(67,084,777)

Operating profit
 5 
195,487,243
39,532,752

Interest receivable and similar income
 9 
792,503
26,122

Interest payable and similar expenses
 10 
(1,607,080)
(1,391)

Profit before taxation
  
194,672,666
39,557,483

Tax on profit
 11 
(48,651,968)
(7,459,437)

Profit for the financial year
  
146,020,698
32,098,046

Profit for the year attributable to:
  

Owners of the parent Company
  
146,020,698
32,098,046

  
146,020,698
32,098,046

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

The notes on pages 17 to 29 form part of these financial statements.

Page 10

 


POZITIVE HOLDINGS LTD
REGISTERED NUMBER:12314038



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,273,402
2,530,766

Tangible assets
 13 
653,922
501,209

  
2,927,324
3,031,975

Current assets
  

Debtors: amounts falling due within one year
 15 
276,235,038
318,092,685

Cash at bank and in hand
 16 
273,362,018
184,620,350

  
549,597,056
502,713,035

Creditors: amounts falling due within one year
 17 
(377,010,631)
(476,393,503)

Net current assets
  
 
 
172,586,425
 
 
26,319,532

Total assets less current liabilities
  
175,513,749
29,351,507

Deferred taxation
 18 
(141,544)
-

  
 
 
(141,544)
 
 
-

Net assets
  
175,372,205
29,351,507


Capital and reserves
  

Called up share capital 
 19 
111
111

Profit and loss account
 20 
175,372,094
29,351,396

Equity attributable to owners of the parent Company
  
175,372,205
29,351,507

  
175,372,205
29,351,507


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




S J Daniels
Director
Date: 11 April 2025

The notes on pages 17 to 29 form part of these financial statements.

Page 11

 


POZITIVE HOLDINGS LTD
REGISTERED NUMBER:12314038



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
4,892,425
111

  
4,892,425
111

Current assets
  

Debtors: amounts falling due within one year
 15 
5,123,938
19,866,358

  
5,123,938
19,866,358

Creditors: amounts falling due within one year
 17 
(5,123,938)
(19,866,358)

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
4,892,425
111

  

  

Net assets
  
4,892,425
111


Capital and reserves
  

Called up share capital 
 19 
111
111

Profit for the year
  
4,892,314
-

Profit and loss account carried forward
  
4,892,314
-

  
4,892,425
111


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




S J Daniels
Director
Date: 11 April 2025

The notes on pages 17 to 29 form part of these financial statements.

Page 12

 


POZITIVE HOLDINGS LTD
 



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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 December 2021
111
(2,746,650)
(2,746,539)



Profit for the period
-
32,098,046
32,098,046
Total comprehensive income for the period
-
32,098,046
32,098,046



At 1 April 2023
111
29,351,396
29,351,507



Profit for the year
-
146,020,698
146,020,698
Total comprehensive income for the year
-
146,020,698
146,020,698


At 31 March 2024
111
175,372,094
175,372,205


The notes on pages 17 to 29 form part of these financial statements.

Page 13

 


POZITIVE HOLDINGS LTD
 



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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 December 2021
111
-
111

Profit for the period
-
-
-



At 1 April 2023
111
-
111



Profit for the year
-
4,892,314
4,892,314


At 31 March 2024
111
4,892,314
4,892,425


The notes on pages 17 to 29 form part of these financial statements.

Page 14

 


POZITIVE HOLDINGS LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
146,020,698
32,098,046

Adjustments for:

Amortisation of intangible assets
257,364
394,546

Depreciation of tangible assets
685,809
254,414

Loss on disposal of tangible assets
52,154
-

Interest payable
1,607,080
1,391

Interest receivable
(792,503)
(26,122)

Taxation charge
48,651,968
7,459,437

Decrease/(increase) in debtors
42,149,831
(208,297,368)

(Decrease)/increase in creditors
(129,069,811)
351,314,790

Corporation tax (paid)
(20,156,285)
(1,556,152)

Net cash generated from operating activities

89,406,305
181,642,982


Cash flows from investing activities

Purchase of intangible fixed assets
-
(1,439)

Purchase of tangible fixed assets
(890,676)
(513,940)

Acquisition of subsidiary less cash acquired
-
(227,707)

Interest received
250,569
26,122

Net cash from investing activities

(640,107)
(716,964)

Cash flows from financing activities

Interest paid
(24,530)
(1,391)

Net cash used in financing activities
(24,530)
(1,391)

Net increase in cash and cash equivalents
88,741,668
180,924,627

Cash and cash equivalents at beginning of year
184,620,350
3,695,723

Cash and cash equivalents at the end of year
273,362,018
184,620,350


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
273,362,018
184,620,350

273,362,018
184,620,350


The notes on pages 17 to 29 form part of these financial statements.

Page 15

 


POZITIVE HOLDINGS LTD
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024




At 1 April 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

184,620,350

88,741,668

273,362,018


184,620,350
88,741,668
273,362,018

The notes on pages 17 to 29 form part of these financial statements.

Page 16

 


POZITIVE HOLDINGS LTD
 


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

1.


General information

Pozitive Holdings Ltd is a private company limited by shares and incorporated in England and Wales. Its registered office and registered number are located on the Company Information page.
The principal activity of Pozitive Holdings Ltd is that of energy and water supplier to a range of businesses in the UK.
The accounting period end was changed from 30 November 2022 to 31 March 2023 in last reporting period  to be in line with the rest of the group.  Therefore, the prior period of 16 months is not entirely comparable with the current period 12 months.

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

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 11.41(b), 11.41(c), 11.41(e), 11.41(f), 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.

Page 17

 


POZITIVE HOLDINGS LTD
 


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

2.Accounting policies (continued)

 
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 and water supply revenue is recognised on the basis of the services supplied during the period.
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.

 
2.5

Operating leases: the Group 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

Interest income

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

 
2.7

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.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 18

 


POZITIVE HOLDINGS LTD
 


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

2.Accounting policies (continued)

 
2.9

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 and the Group operate and generate 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.


 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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 estimated useful lives range as follows:

Goodwill
-
10 years
Computer software
-
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 19

 


POZITIVE HOLDINGS 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%
Fixtures and fittings
-
20%
Office equipment
-
10%

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

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.

 
2.14

Financial instruments

The Group 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 Group's Statement of Financial Position when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 20

 


POZITIVE HOLDINGS 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 and other knowledge by management of the likelihood of debts being paid


4.


Turnover

An analysis of turnover by class of business is as follows:


Year ended
31 March
16 months ended
31 March
2024
2023
£
£

Energy supply
1,179,848,653
1,291,105,361

Water supply
38,937,585
5,612,536

1,218,786,238
1,296,717,897


All turnover arose 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:

Year ended
31 March
16 months ended
31 March
2024
2023
£
£

Other operating lease rentals
256,731
143,543

Page 21

 


POZITIVE HOLDINGS LTD
 


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

6.


Auditors' remuneration

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

2024
2023
£
£
Audit of the consolidated and parent Company's financial statements

8,500

7,500
 

Non audit fees payable to the Company's auditors in respect of:

2024
2023
£
£
The auditing of accounts of subsidiaries of the Company

141,100

133,000
 
Taxation compliance services

14,400

13,500
 
Other services

21,500

20,500
 
177,000

167,000
 


7.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
12,689,641
2,906,242

Social security costs
921,783
361,257

Cost of defined contribution scheme
130,291
628,661

13,741,715
3,896,160


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


      Year ended
       31 March
   16 months ended
        31 March
        2024
        2023
            No.
            No.







Administration staff
45
24



Support staff
421
313

466
337

The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £NIL)
Page 22

 


POZITIVE HOLDINGS LTD
 


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

8.


Directors' remuneration

Year ended
31 March
16 months ended
31 March
2024
2023
£
£

Directors' emoluments
6,887,500
1,832,667

6,887,500
1,832,667


During the year retirement benefits were accruing to no Directors (2023 - NIL) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £2,500,000 (2023 - £594,000).


9.


Interest receivable

Year ended
31 March
16 months ended
31 March
2024
2023
£
£


Other interest receivable
792,503
26,122

792,503
26,122


10.


Interest payable and similar expenses

Year ended
31 March
16 months ended
31 March
2024
2023
£
£


Bank interest payable
24,530
1,391

Other interest payable
1,582,550
-

1,607,080
1,391

Page 23

 


POZITIVE HOLDINGS LTD
 


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

11.


Taxation


Year ended
31 March
16 months ended
31 March
2024
2023
£
£

Corporation tax


Current tax on profits for the year
48,197,878
7,350,262

Adjustments in respect of previous periods
47,702
-


48,245,580
7,350,262


Total current tax
48,245,580
7,350,262

Deferred tax


Origination and reversal of timing differences
406,388
109,175

Total deferred tax
406,388
109,175


48,651,968
7,459,437

Factors affecting tax charge for the year/period

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

Year ended
31 March
16 months ended
31 March
2024
2023
£
£


Profit on ordinary activities before tax
194,672,666
39,557,483


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
48,668,167
7,515,922

Effects of:


Non-tax deductible amortisation of goodwill and impairment
64,341
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
22,062
-

Capital allowances for year/period in excess of depreciation
12,470
-

Differing rate taxes on overseas earnings
2,254
-

Adjustments to tax charge in respect of prior periods
47,702
-

Other differences leading to an increase (decrease) in the tax charge
(165,028)
(56,485)

Total tax charge for the year/period
48,651,968
7,459,437

Page 24

 


POZITIVE HOLDINGS LTD
 


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


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Intangible assets

Group and Company





Computer software
Goodwill
Total

£
£
£



Cost


At 1 April 2023
382,775
2,573,660
2,956,435



At 31 March 2024

382,775
2,573,660
2,956,435



Amortisation


At 1 April 2023
382,775
42,894
425,669


Charge for the year on owned assets
-
257,364
257,364



At 31 March 2024

382,775
300,258
683,033



Net book value



At 31 March 2024
-
2,273,402
2,273,402



At 31 March 2023
-
2,530,766
2,530,766



There are no intangible fixed assets held in the parent company.

Page 25

 


POZITIVE HOLDINGS LTD
 


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

13.


Tangible fixed assets

Group






Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost 


At 1 April 2023
318,001
73,812
505,166
896,979


Additions
585,743
-
304,933
890,676


Disposals
-
(62,782)
(7,939)
(70,721)



At 31 March 2024

903,744
11,030
802,160
1,716,934



Depreciation


At 1 April 2023
318,001
12,290
65,479
395,770


Charge for the year on owned assets
585,743
12,211
87,855
685,809


Disposals
-
(14,471)
(4,096)
(18,567)



At 31 March 2024

903,744
10,030
149,238
1,063,012



Net book value



At 31 March 2024
-
1,000
652,922
653,922



At 31 March 2023
-
61,522
439,687
501,209

There are no tangible fixed assets held in the parent company.


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
111


Additions
4,892,314



At 31 March 2024
4,892,425




Page 26

 


POZITIVE HOLDINGS LTD
 


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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Pozitive Energy Ltd
Floor 10 (North West), One Canada Square, Canary Wharf, London, E14 5AB
Ordinary
100%
Pozitive Water Limited
Floor 10 (North West), One Canada Square, Canary Wharf, London, E14 5AB
Ordinary
100%
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%
PE Dot Solutions Ltd
Floor 10 (North West), One Canada Square, Canary Wharf, London, E14 5AB
Ordinary
100%
Pozitive Solutions Ltd
Floor 10 (North West), One Canada Square, Canary Wharf, London, E14 5AB
Ordinary
100%

During the year a group reorganisation took place with the shareholding of Pozitive Water Limited transferring from Pozitive Energy Ltd to Pozitive Holdings Ltd, via a dividend in specie.  
During the year Pozitive Holdings Ltd acquired 100% of the share capital of PE Dot Solutions Ltd and Pozitive Solutions Ltd, being £1 each.


15.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
159,623,412
144,270,935
-
-

Other debtors
53,833,653
64,808,920
5,123,938
19,866,358

Prepayments and accrued income
60,515,545
108,714,288
-
-

Deferred taxation
-
264,844
-
-

Grants receivable
2,262,428
33,698
-
-

276,235,038
318,092,685
5,123,938
19,866,358



16.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
273,362,018
184,620,350

273,362,018
184,620,350


Page 27

 


POZITIVE HOLDINGS LTD
 


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

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Payments received on account
366,245
317,030
-
-

Trade creditors
163,964,543
25,592,816
-
-

Amounts owed to group undertakings
-
-
5,123,938
19,866,358

Corporation tax
35,186,987
5,500,048
-
-

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

Other creditors
420,096
318,232
-
-

Accruals and deferred income
161,858,424
411,130,918
-
-

377,010,631
476,393,503
5,123,938
19,866,358



18.


Deferred taxation


Group



2024


£






At beginning of year
264,844


Charged to profit or loss
(406,388)



At end of year
(141,544)

Company


2024





At beginning of year
-



At end of year
-
The deferred taxation balance is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(152,918)
(101,166)

Timing differences
11,374
366,010

(141,544)
264,844

Page 28

 


POZITIVE HOLDINGS LTD
 


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

19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



11,120 (2023 - 11,120) Ordinary shares of £0.01 each
111
111



20.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.


21.


Commitments under operating leases

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


Group
Group
2024
2023
£
£

Not later than 1 year
784,663
458,783

Later than 1 year and not later than 5 years
2,570,356
2,099,969

Later than 5 years
392,187
928,696

3,747,206
3,487,448

The Company had no commitments under non-cancellable operating leases at the reporting date.


22.Other financial commitments

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


23.


Related party transactions

During the year the Group recognised trading expenses totalling £22,729,193 (2023: £170,966,772) charged by companies over which shareholders of group companies also have significant influence. Balances at the year end due to these companies totalled £114,141,005 (2023: £151,450,731), 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.

 
Page 29