Company registration number 14407423 (England and Wales)
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
5,675,909
2,120,176
Current assets
Debtors
5
105,349
112,374
Cash at bank and in hand
75,660
41,552
181,009
153,926
Creditors: amounts falling due within one year
6
(1,533,192)
(1,386,109)
Net current liabilities
(1,352,183)
(1,232,183)
Total assets less current liabilities
4,323,726
887,993
Creditors: amounts falling due after more than one year
7
(5,549,663)
(1,279,007)
Net liabilities
(1,225,937)
(391,014)
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(1,226,037)
(391,114)
Total equity
(1,225,937)
(391,014)

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 11 June 2025 and are signed on its behalf by:
Mr C Kosmas
Director
Company registration number 14407423 (England and Wales)
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

MorGen Energy Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 14 St George Street, London, UK, W1S 1FE.

1.1
Reporting period

The comparative figures are presented for a period longer than one year from the date of incorporation to the 31 December 2023 and are not entirely comparable. The company was incorporated on the 10 October 2022.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

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

1.3
Going concern

At the balance sheet date the company has net liabilities of £1,225,937 and net current liabilities of £1,352,183. The directors believe that the company is able to continue to meet all of its obligations since the directors of the company's parent undertaking, MorGen Energy AG (formerly H2 Energy Europe AG), have confirmed that it is the intention to continue to provide financial support for a period of at least 12 months from the date of approval of the company's financial statements.true

 

The company has three loan agreements in place with MorGen Energy AG, which at the balance sheet date amounted to £5,549,663. The total loan facility with the immediate parent amounts CHF 9,750,000. These loans are not payable until 2028, and the facility is available for this duration as well.

 

Additionally, the directors consider the company a going concern due to the fact that the company has been awarded a grant during the period which will be used to fund the ongoing operational and construction activities of the project and settle the liabilities of the business.

 

Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Computers
Straight line basis over 5 years
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

 

Assets under Construction:

During the development and construction phase, the costs associated with asset development and construction are capitalised and classified as "Assets under Construction" within the property, plant and equipment. These includes costs of material, direct labour and an appropriate portion of production overheads as well as costs for contracted suppliers and services that occurred in the development and construction phase. Once the asset is completed and commissioned the "Assets under Construction" will be transferred to the appropriate asset category from which time the assets will commence being depreciated over the useful life using the depreciation rate applicable to the category concerned.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial instruments classified as receivable or payable within one year are not amortised.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

 

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Foreign exchange

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
2
Judgements 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 about the carrying amount of assets and liabilities that are not readily apparent from other sources. 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

 

Assets under construction

All costs associated with the development and construction of the hydrogen production facilities that are expected to be recovered in future periods through revenues are capitalised. The recoverability of theses assets is dependent upon the successful construction and operation of the facilities in accordance with the going concern assumptions. There is uncertainty, that the book value of the facilities under construction can differ from its net realisable value.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
1
-
0
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
4
Tangible fixed assets
Assets under construction
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024
2,120,176
-
0
2,120,176
Additions
3,554,006
1,850
3,555,856
At 31 December 2024
5,674,182
1,850
5,676,032
Depreciation and impairment
At 1 January 2024
-
0
-
0
-
0
Depreciation charged in the year
-
0
123
123
At 31 December 2024
-
0
123
123
Carrying amount
At 31 December 2024
5,674,182
1,727
5,675,909
At 31 December 2023
2,120,176
-
0
2,120,176
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
105,349
112,374
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
345,434
451,926
Taxation and social security
1,939
-
0
Other creditors
1,185,819
934,183
1,533,192
1,386,109
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
5,549,663
1,279,007
MORGEN ENERGY LTD
(FORMERLY H2 ENERGY ECOSYSTEM UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Ahsan Miraj
Statutory Auditor:
Bright Grahame Murray
Date of audit report:
11 June 2025
9
Capital commitments

Amounts contracted for but not provided in the financial statements:

 

£78,584 (2023:£1,706,508) in respect of asset under construction.

10
Related party transactions

The company has taken advantage of the exemption not to disclose transactions with its immediate parent company, MorGen Energy AG, and fellow subsidiaries that are wholly owned within the group.

 

During the year, the company made purchases of £512,754 from a connected company, Impala Infrastructure Switzerland S.a.r.l.. At the balance sheet date, included in trade payables and accruals are £56,482 and £394,730 respectively due to the connected company.

 

11
Parent company

The company's immediate parent company is MorGen Energy AG (formerly H2 Energy Europe AG), a company incorporated in Switzerland.

 

MorGen Energy AG is a part of Trafigura Group. Trafigura Group PTE Ltd prepares the consolidated accounts and they may be obtained from their registered offices.

 

Trafigura Group PTE Ltd,

10 Collyer Quay

#29-01/05 Ocean Financial Centre

Singapore

049315

 

The ultimate parent undertaking is Farringford Foundation, which is established under the laws of Panama.

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