Company registration number SC814857 (Scotland)
SPHERE ENERGY CONNECT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCORPORATION TO 31 DECEMBER 2024
SPHERE ENERGY CONNECT LIMITED
COMPANY INFORMATION
Director
Helen Fairlie
(Appointed 27 June 2024)
Secretary
Steven Graham
Company number
SC814857
Registered office
320 St Vincent Street
Glasgow
Scotland
G2 5AD
Auditor
Consilium Audit Limited
169 West George Street
Glasgow
Scotland
G2 2LB
SPHERE ENERGY CONNECT LIMITED
CONTENTS
Page
Director's report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 12
SPHERE ENERGY CONNECT LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The director presents their financial report and financial statements for the period ended 31 December 2024. This report has been prepared in accordance with the special provisions relating to small-sized companies under section 415A of the Companies Act 2006. 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.

Principal activities

The principal activity of Sphere Energy Connect Limited ("the company"), registered company number SC814857, is the development of an independent distribution network operator. This activity will continue for the foreseeable future.

 

The ultimate parent of the company is Iberdrola, S.A. ("Iberdrola") which is listed on all four stock markets in Spain. The immediate parent of the company is Scottish Power UK Limited ("SPUK"). Scottish Power Limited ("SPL") is the United Kingdom ("UK") holding company of ScottishPower, of which the company is a member.

 

The company was incorporated on 27 June 2024.

Results and dividends

The results for the period are set out on page 6.

No dividend was paid during the period.

Director

The director who held office during the period and up to the date of signature of the financial statements was as follows:

Helen Fairlie
(Appointed 27 June 2024)
Qualifying third party indemnity provisions

In terms of the Company's Articles of Association, a qualifying indemnity provision is in force for the benefit of the director of the Company and and has been in force during the financial period. In addition, the Director has been granted a qualifying third party indemnity provision, which continues in force.

Auditor

Consilium Audit Limited was appointed as auditor to the company during the period and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

SPHERE ENERGY CONNECT LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Statement of director's responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework' ("FRS 101"). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

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 enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

 

Under applicable law and regulations, the directors are also responsible for preparing a Directors’ Report that complies with that law and those regulations.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

On behalf of the board
Helen Fairlie
Director
3 June 2025
SPHERE ENERGY CONNECT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SPHERE ENERGY CONNECT LIMITED
- 3 -
Opinion

We have audited the financial statements of Sphere Energy Connect Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 director 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 director is 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

SPHERE ENERGY CONNECT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SPHERE ENERGY CONNECT LIMITED (CONTINUED)
- 4 -
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 director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, 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 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 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence.

SPHERE ENERGY CONNECT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SPHERE ENERGY CONNECT LIMITED (CONTINUED)
- 5 -

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Brian Thomson BA(Hons) CA (Senior Statutory Auditor)
For and on behalf of Consilium Audit Limited
Chartered Accountants
Statutory Auditor
169 West George Street
Glasgow
Scotland
G2 2LB
4 June 2025
SPHERE ENERGY CONNECT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
Period
ended
31 December
2024
Notes
£
Revenue
-
Income tax expense
-
Profit and total comprehensive income for the period
-
0

All results relate to continuing operations.

 

Results are wholly attributable to the equity holder of Sphere Energy Connect Limited.

The notes on pages 9 to 12 form part of these financial statements.

SPHERE ENERGY CONNECT LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
Notes
£
ASSETS
Current assets
Trade and other receivables
5
1
Total assets
1
EQUITY AND LIABILITIES
Equity
Share capital
6
1
Total equity and liabilities
1

The notes on pages 9 to 12 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 3 June 2025 and are signed on its behalf by:
Helen Fairlie
Director
Company registration number SC814857 (Scotland)
SPHERE ENERGY CONNECT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at incorporation
-
0
-
0
-
0
Period ended 31 December 2024:
Issue of share capital
6
1
-
1
Balance at 31 December 2024
1
-
0
1

The notes on pages 9 to 12 form part of these financial statements.

SPHERE ENERGY CONNECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information

Sphere Energy Connect Limited is a private company limited by shares incorporated in Scotland. The registered office is 320 St Vincent Street, Glasgow, Scotland, G2 5AD. The company's registration number is SC814857. The company's principal activities and nature of its operations are disclosed in the director's report.

1.1
Reporting period

The financial statements cover from 27 June 2024 to 31 December 2024. This is the first financial period reported on.

1.2
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

 

In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and where advantage of the FRS 101 disclosure exemptions has been taken.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

 

As the consolidated financial statements of Iberdrola, S.A. include the equivalent disclosures, the company has also taken the exemptions available under FRS 101 in respect of certain disclosures required by IFRS 13 'Fair Value Measurement' and the disclosures required by IFRS 7 'Financial Instrument Disclosures'.

SPHERE ENERGY CONNECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.3
Going concern

The statement of financial position presents net current assets of £1 as at 31 December 2024. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.true

 

The principal activity of the company is the development of an independent distribution network operator within the group headed by SPUK, itself a subsidiary of Iberdrola, the ultimate parent undertaking. The company's cash flows are therefore dependent on the continuation of operations and have been considered as part of the SPUK group's cash flow forecasts, on which the directors of the SPUK group have performed an assessment of reasonably possible downsides.

 

Cash and liquidity are managed centrally by the ScottishPower Treasury function, with working capital requirements of the company funded by SPL, the parent company of Scottish Power UK plc ("SPUK"), who also operate a cash pooling arrangement which the company is party to. Centralised funding and cash management aligns with the Iberdrola Group model. The directors have performed a going concern assessment which indicates that, in the case of reasonably possible downsides, the company will require funding from SPUK to meet its liabilities as they fall due for at least one year from the date of approval of these financial statements.

 

SPUK has indicated its intention to make available such funds as are needed by the company, in the event that this is required. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these statements, they have no reason to believe that it will not do so.

 

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least one year from the date of the approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

1.4
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from loans and interest receivable. They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

SPHERE ENERGY CONNECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

2
Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Critical judgements in applying the entity's accounting policies:

The company has not made any critical judgements in applying the entity's accounting policies.

 

Critical accounting estimates and assumptions:

The company has not made any critical estimates in applying the entity's accounting policies.

3
Audit fees
2024
£
Fees payable to the company's auditor for the audit of the company's financial statements
4,750

The company's audit fees were borne by a fellow subsidiary company and therefore no charge for audit fees is included in the income statement in the current period.

4
Employees

The company has no employees in the current period.

 

The directors provided a minimal amount of qualifying services to the company and consequently received no remuneration.

5
Trade and other receivables
2024
£
Other receivables
1
6
Share capital
2024
2024
Ordinary share capital
Number of shares
£
Issued and fully paid
Ordinary shares of £1 each
1
1
During the period the company issued 1 share at par value.
SPHERE ENERGY CONNECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
7
Ultimate and immediate parent company

The immediate parent company is SPUK. The registered office of the parent company is 320 St. Vincent Street, Glasgow, G2 5AD.

 

The directors regard Iberdrola, S.A. as the ultimate parent company, which is also the parent company of the largest group in which the results of the company are consolidated. The parent company of the smallest group in which the results are consolidated is SPUK.

 

Copies of the consolidated accounts of Iberdrola, S.A. may be obtained from Iberdrola, S.A., at its registered office, Torre Iberdrola, Plaza Euskadi 5, 48009, Bilbao, Spain. Copies of the consolidated accounts of SPUK may be obtained from its registered office, 320 St. Vincent Street, Glasgow, G2 5AD.

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