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REGISTERED NUMBER: 03993558 (England and Wales)















Report of the Director and

Financial Statements for the Year Ended 31 December 2024

for

Nature Energy UK Limited

Nature Energy UK Limited (Registered number: 03993558)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Report of the Director 2

Report of the Independent Auditors 4

Income Statement 7

Other Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


Nature Energy UK Limited

Company Information
for the Year Ended 31 December 2024







DIRECTOR: T De Boer





REGISTERED OFFICE: 823 Salisbury House
29 Finsbury Circus
London
EC2M 5QQ





REGISTERED NUMBER: 03993558 (England and Wales)





AUDITORS: Ernst & Young LLP
1 More London Place
London
SE1 2AF

Nature Energy UK Limited (Registered number: 03993558)

Report of the Director
for the Year Ended 31 December 2024

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The company used to develop, market, sell and finance total energy systems, which will include everything from initial planning, establishment of energy plants and pipe network up to and including consumer interface.
Additionally, the company used to provide service contracts to operate and maintain customer plants on behalf of the customer.

During the current year, the Company has decided to cease trading and has become dormant. However, there has been no discussion of pursuing alternative activities, nor have any formal steps or decisions been made regarding liquidation.

DIRECTORS
The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

O Hvelplund - resigned 18 March 2024
J J Bergendorff - resigned 18 March 2024
T De Boer - appointed 18 March 2024

GOING CONCERN
The trading of Nature Energy UK Limited ceased in 2024 following a change in strategic direction after Shell Petroleum N.V. acquired Nature Energy Biogas A/S, the holding company of the Nature Energy Group, and integrated it into the Shell Group. Consequently, the Company has since become dormant. Due to the low activity and operations within the entity, as well as the fact that the Company has ceased trading, the preparation of the financial statements on a going concern basis is no longer appropriate.

Accordingly, the financial statements have been prepared on a basis other than going concern for the year ended 31 December 2024. There have been no adjustments made to the financial statements as a result of adopting this basis of preparation.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable United Kingdom law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law, the director has elected to prepare the financial statements in accordance with Financial Reporting Standard FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102"). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:



-
select suitable accounting policies for the Company's financial statements in accordance with section 10
ofFRS 102 and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;


-
present information and accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information;




-
provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the company
financial position and financial performance;


-
state whether FRS 102 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 appropriate to presume that the
company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


Nature Energy UK Limited (Registered number: 03993558)

Report of the Director
for the Year Ended 31 December 2024

STATEMENT OF DIRECTOR'S RESPONSIBILITIES - continued

Under applicable law and regulations, the director is also responsible for preparing a Directors' report that complies with that law and those regulations.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
Krogh & Partners Limited resigned as auditors during the financial year and the director appointed Ernst & Young to fill the vacancy.

SMALL COMPANIES EXEMPTION
This report has been prepared in accordance with the provisions of Section 415A of the Companies Act 2006 relating to small companies.
The director has taken advantage of the small companies' exemption provided by Section 414B of the Companies Act 2006 not to provide a Strategic Report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





T De Boer - Director


14 April 2025

Report of the Independent Auditors to the Members of
Nature Energy UK Limited (Registered number: 03993558)

Opinion
We have audited the financial statements of Nature Energy UK Limited for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Statement of comprehensive income, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 10, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 "Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the 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.

Emphasis of matter
- Financial Statements prepared on a basis other than going concern
We draw attention to note 2 to the financial statements which explains that the directors ceased the operations of the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 2. Our opinion is not modified in respect of this matter

Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this 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 the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:

- the information given in the Directors' report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
- the Directors' report has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Nature Energy UK Limited (Registered number: 03993558)


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or Directors' report.

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

- adequate accounting records have not been kept or returns adequate for our audit have not been received
from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of Directors' remuneration specified by law are not made; or

- the Directors were not entitled to take advantage of the small Companies' exemptions in preparing the
Directors' report and from the requirement to prepare a strategic report.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on pages two and three, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:





- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company
and determined that the most significant are those that relate to the reporting framework (FRS 102 "Reduced
Disclosure Framework", Companies Act 2006, Bribery Act 2010, Companies (Miscellaneous Reporting)
Regulation 2018, those laws and regulations relating to health and safety and employee matters and
relevant tax compliance regulations in the jurisdictions in which the Company operates, including the United
Kingdom).


- We understood how the company is complying with those frameworks and Shell Group policies by making
enquiries of management, those responsible for legal and compliance procedures and the Company
Secretary. We corroborated our enquiries through the review of the following documentation:
- all minutes of board meetings held during the year;

- in relation to compliance with laws and regulations; the Shell Group's code of conduct setting out the
key principles and requirements for all
- any relevant correspondence with local tax authorities;
- and any relevant correspondence received from regulatory bodies.

Report of the Independent Auditors to the Members of
Nature Energy UK Limited (Registered number: 03993558)




- We assessed the susceptibility of the Company's financial statements to material misstatement, including
how fraud might occur by considering the controls that the Company established to address risks identified
by the entity or that otherwise seek to prevent, deter or detect fraud. We gained an understanding of the
entity level controls and policies that the Company applies being part of the Shell Group.




- Based on this understanding we designed our audit procedures to identify noncompliance with such laws and
regulations. Our procedures involved testing of journal entries, with a focus on journals indicating large or
unusual transactions or meeting our defined risk criteria based on our understanding of the business,
enquiries of legal counsel and management, review of internal audit reports and of the volume and nature of
complaints received by the whistleblowing hotline during the year relevant to the Company.

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

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 Report of the Auditors.

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 a Report of the Auditors 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.




Oxana Dorrington (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP
1 More London Place
London
SE1 2AF

16 April 2025

Nature Energy UK Limited (Registered number: 03993558)

Income Statement
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

TURNOVER - -

Administrative expenses 48,368 14,375
OPERATING LOSS (48,368 ) (14,375 )

Interest receivable and similar income 4 8,674 7,933
(39,694 ) (6,442 )

Interest payable and similar expenses 3,704 2,982
LOSS BEFORE TAXATION (43,398 ) (9,424 )

Tax on loss 5 - (32,762 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(43,398

)

23,338

Nature Energy UK Limited (Registered number: 03993558)

Other Comprehensive Income
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (43,398 ) 23,338


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE
(LOSS)/INCOME FOR THE YEAR

(43,398

)

23,338

Nature Energy UK Limited (Registered number: 03993558)

Balance Sheet
31 December 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Debtors 6 574,259 68,150
Cash at bank 48,052 557,745
622,311 625,895
CREDITORS
Amounts falling due within one year 7 42,042 2,228
NET CURRENT ASSETS 580,269 623,667
TOTAL ASSETS LESS CURRENT
LIABILITIES

580,269

623,667

CAPITAL AND RESERVES
Called up share capital 8 10,000 10,000
Retained earnings 570,269 613,667
SHAREHOLDERS' FUNDS 580,269 623,667

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 14 April 2025 and were signed by:





T De Boer - Director


Nature Energy UK Limited (Registered number: 03993558)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 10,000 590,329 600,329

Changes in equity
Total comprehensive income - 23,338 23,338
Balance at 31 December 2023 10,000 613,667 623,667

Changes in equity
Total comprehensive loss - (43,398 ) (43,398 )
Balance at 31 December 2024 10,000 570,269 580,269

Nature Energy UK Limited (Registered number: 03993558)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Nature Energy UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a basis other than going concern. The directors have determined that the accounting policies applied to individual items should be consistent with those adopted in the prior year.

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 Section 1(A), The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

Going concern
The trading of Nature Energy UK Limited ceased in 2024 following a change in strategic direction after Shell Petroleum N.V. acquired Nature Energy Biogas A/S, the holding company of the Nature Energy Group, and integrated it into the Shell Group. Consequently, the Company has since become dormant. Due to the low activity and operations within the entity, as well as the fact that the Company has ceased trading, the preparation of the financial statements on a going concern basis is no longer appropriate.

Accordingly, the financial statements have been prepared on a basis other than going concern for the year ended 31 December 2024. There have been no adjustments made to the financial statements as a result of adopting this basis of preparation.

Interest and similar income and charges
Interest and similar income and charges are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.

Taxation
Current tax and deferred taxation, including UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation is provided in full on an undiscounted basis, on all timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in tax computations in periods different from those in which they are included in the financial statements.

Deferred tax assets are recognised where it is considered more likely than not that future profits will be available for offset.

Foreign currencies
Transactions denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Assets and liabilities in foreign currencies are translated into sterling at rates of exchange ruling at the end of the financial year. All exchange differences are dealt with in the profit and loss account.

Debtors
Debtors are valued individually and there are made provision according to this valuation.

Nature Energy UK Limited (Registered number: 03993558)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Creditors
Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortized cost.

Financial reporting standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these
financial statements, as by FRS 102 "The Financial Reporting Standard applicable in the UK
and Republic of Ireland".

- the requirements of Section 7 Statement of Cash Flows.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Interest income 2,061 5,954
Foreign exchange gains 2,734 -
Intercompany interests 3,879 1,979
8,674 7,933

5. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
Carry back tax - (32,762 )
Tax on loss - (32,762 )

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed by group undertakings 574,259 68,150

Amounts owed by group undertakings are interest fee, unsecured and repayable on demand.

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors - 2,228
VAT 32,502 -
Other creditors 9,540 -
42,042 2,228

Nature Energy UK Limited (Registered number: 03993558)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

The company has recognized a VAT liability of £32,215.17, which includes penalties and interest amounting to £3,703.93. This liability arises from received Purchase VAT from March 2022 to March 2024, during which the company intended to make taxable supplies. However, since the company did not have VAT-liable activity during these years and this is not expected to change in 2024, an assessment has been conducted to rectify the VAT received during these periods.

Since the assessment of non-liable VAT activities has been taken in 2024, management has determined that prior year figures should remain unadjusted, as the correction should be applied from the date of the change in intention, which is in 2024.

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
10,000 Ordinary 1 10,000 10,000

Called-up share capital
Share capital represents the nominal value of the shares that have been issued.

9. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group for the P&L transactions.

The intercompany balances at year end consists of a total receivable of 574,258.99 specified as follows:
Nature Energy Construction A/S: 72,029.43
Shell Intl Petroleum Company Ltd (SIOP): 502,229.56

10. ULTIMATE CONTROLLING PARTY

The parent company of the group into which the financial statements of this company are consolidated is Shell plc.

The parent company are Nature Energy International A/S.

Shell plc prepares group financial statements and copies can be obtained from:

Shell plc
Shell centre
London SE1 7NA