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REGISTERED NUMBER: 13099857 (England and Wales)



















UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

FLUSH ENERGY LIMITED

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


FLUSH ENERGY LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST DECEMBER 2024







DIRECTORS: G M Lodge
A Rowland





REGISTERED OFFICE: The Launchpad
Airport Business Park
Cherry Orchard Way
Rochford
Essex
SS4 1YH





REGISTERED NUMBER: 13099857 (England and Wales)





ACCOUNTANTS: ESW Chartered Accountants
162-164 High Street
Rayleigh
Essex
SS6 7BS

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

BALANCE SHEET
31ST DECEMBER 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 4 2,360,417 2,635,417
Tangible assets 5 1,622,988 1,678,515
Investments 6 100 100
3,983,505 4,314,032

CURRENT ASSETS
Stocks 84,729 141,221
Debtors 7 303,640 566,271
Cash at bank and in hand 27,827 902,295
416,196 1,609,787
CREDITORS
Amounts falling due within one year 8 (3,955,027 ) (1,994,100 )
NET CURRENT LIABILITIES (3,538,831 ) (384,313 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

444,674

3,929,719

CREDITORS
Amounts falling due after more than one
year

9

(6,518,913

)

(6,372,500

)
NET LIABILITIES (6,074,239 ) (2,442,781 )

CAPITAL AND RESERVES
Called up share capital 11 1,667 1,250
Share premium 499,743 -
Retained earnings (6,575,649 ) (2,444,031 )
SHAREHOLDERS' FUNDS (6,074,239 ) (2,442,781 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

BALANCE SHEET - continued
31ST DECEMBER 2024


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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 2nd May 2025 and were signed on its behalf by:




G M Lodge - Director



A Rowland - Director


FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2024

1. STATUTORY INFORMATION

Flush Energy 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.

These financial statements have been prepared on a going concern basis.

As at the balance sheet date the company had negative shareholders funds of £6,216,108 as a result of continued development of the company's asset base and trading activities.

The Directors have considered numerous scenarios to consider the possible further impacts on the business and its ability to continue as a going concern, including the current negotiations with investors and are confident sufficient funds will be available . While the Directors accept there are inherent uncertainties on the business they are satisfied that, based on their assessment of the future possible impacts and their plans to deal with them, the company will continue as a going concern and therefore this is a valid basis for the preparation of the financial statements.

Preparation of consolidated financial statements
The financial statements contain information about Flush Energy Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intellectual property are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - Straight line over 10 years and 5 years
Fixtures and fittings - Straight line over 3 years
Computer equipment - Straight line over 3 years

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset , with the net amounts presented in the financial statements , when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2023 - 8 ) .

4. INTELLECTUAL PROPERTY
Intellectual
Goodwill property Totals
£    £    £   
COST
At 1st January 2024
and 31st December 2024 750,000 2,000,000 2,750,000
AMORTISATION
At 1st January 2024 31,250 83,333 114,583
Amortisation for year 75,000 200,000 275,000
At 31st December 2024 106,250 283,333 389,583
NET BOOK VALUE
At 31st December 2024 643,750 1,716,667 2,360,417
At 31st December 2023 718,750 1,916,667 2,635,417

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2024

5. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1st January 2024 1,733,904 13,923 17,189 1,765,016
Additions 243,165 - 815 243,980
Disposals (60,000 ) - - (60,000 )
At 31st December 2024 1,917,069 13,923 18,004 1,948,996
DEPRECIATION
At 1st January 2024 82,180 1,934 2,387 86,501
Charge for year 233,865 4,641 6,001 244,507
Eliminated on disposal (5,000 ) - - (5,000 )
At 31st December 2024 311,045 6,575 8,388 326,008
NET BOOK VALUE
At 31st December 2024 1,606,024 7,348 9,616 1,622,988
At 31st December 2023 1,651,724 11,989 14,802 1,678,515

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1st January 2024
and 31st December 2024 100
NET BOOK VALUE
At 31st December 2024 100
At 31st December 2023 100

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 3,410 5,406
Amounts owed by group undertakings 95,406 178,000
Other debtors 204,824 382,865
303,640 566,271

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 102,048 137,077
Taxation and social security 9,854 22,037
Other creditors 3,843,125 1,834,986
3,955,027 1,994,100

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2024

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Other creditors 6,518,913 6,372,500

10. PREFERENCE SHARES

On 28 July 2023, the Company issued 5,000,000 non voting A Preference shares with a nominal value of £1.00 per share. The shares carry a right to a cumulative 20% preference dividend and are redeemable at the company's discretion and as such have been treated as a creditor due after more than one year as required by FRS102.

The Company has provided for the preference dividend in this report, which is included within other creditors for the amount totalling £1,430,137 as required under FRS 102. The company will pay the preference dividends as sufficient distributable reserves become available.

11. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
10,000 Ordinary 10p 1,000 1,000
6,668 A 10p 667 250
1,667 1,250

The following shares were issued during the year:

4,168 A shares of 10p for cash of £ 500,160

12. CONTINGENT LIABILITIES

The company has an agreement that upon becoming operational, and certain milestones being met, a 'success fee' of £5,675,878 become payable. As at the balance sheet date these milestones have yet to be reached and as such no provision has been made in the financial statements.

Other creditors includes £1,000,000 of deferred consideration in relation to the initial asset acquisition. The assets initially acquired have yet to be agreed in full and is currently in the process of legal action. At the date of this report, the outcome is still unresolved and whether the liability continues to remain payable remains uncertain.

Other creditors include £499,920 of convertible loan notes issued by the company during the year, which at the date of this report have yet to be converted to equity.

13. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

As at the balance sheet date, Mr G. Lodge owed the company £Nil (2023: £163 was owed by Mr G Lodge).

14. RELATED PARTY DISCLOSURES

Prime Pellets Limited, a wholly owned company of Flush Energy Limited, owed the company a total of £95,406 at the balance sheet date (2023 - £183,406).

Flush Building Services Limited, a company controlled by Mr G. Lodge, were paid by Flush Energy Limited a total of £236,000 during the year for consultancy services (2023 - £210,000).

FLUSH ENERGY LIMITED (REGISTERED NUMBER: 13099857)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2024

15. ULTIMATE CONTROLLING PARTY

The controlling party is G M Lodge.