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COMPANY REGISTRATION NUMBER: 11361699
MBO Partner 1 Ltd
Financial Statements
30 September 2024
MBO Partner 1 Ltd
Financial Statements
Year ended 30 September 2024
Contents
Pages
Officers and professional advisers
1
Strategic report
2 to 3
Directors' report
4 to 5
Independent auditor's report to the members
6 to 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
Notes to the financial statements
16 to 24
MBO Partner 1 Ltd
Officers and Professional Advisers
The board of directors
Ms R M Parlett
Mr A J W Cundall
Mr G Anderson
Mr M Shaw
Mr T M Beeston
Registered office
Sterling House
Maple Court
Maple Road
Tankersley
South Yorkshire
S75 3DP
Auditor
Hebblethwaites
Chartered accountants & statutory auditors
2 Westbrook Court
Sharrow Vale Road
Sheffield
S11 8YZ
MBO Partner 1 Ltd
Strategic Report
Year ended 30 September 2024
The members present their strategic report for the period ended 30 September 2024.
Development and review of the business The principal activity of the group during the period was the production of electricity through the operation of photovoltaic solar systems (PV systems). MBO Partner 1 Ltd was incorporated on 15 May 2018 and acts as a holding company. Key performance indicators Turnover (Group) £40.9m (2023: £41.6m) Operating profit (Group) £12.1m (2023: £21.6m) Operating profit % (Group) 29.5% (2023: 51.9%) Profit/(Loss) before Tax (Group) (£12.5m) loss (2023: £56.7m loss) Group turnover has decreased by 1.7% (2023: increased by 4.1%) in comparison with the previous financial period. No additional solar systems were added to the group's portfolio during the period and the results are in line with expectations and the underlying commercial business model.
Period end position At the period end, minus the inclusion of negative goodwill, the group has net external assets of £88.5m (2023: £106.9m).
Principal risks and uncertainties The directors have reviewed the risks facing the business, which primarily relate to the performance of the plant and equipment and the levels of energy generated. Exposure to the risks is controlled through appropriate maintenance and insurance contracts and legal/technical advice regarding the assumptions on the expected level of energy generation and recoverability.
Future developments The directors continue to look for opportunities to develop the business going forward. The group is not currently pursuing new installations in the light of government policy.
This report was approved by the board of directors on 16 June 2025 and signed on behalf of the board by:
Mr M Shaw
Director
Registered office:
Sterling House
Maple Court
Maple Road
Tankersley
South Yorkshire
S75 3DP
MBO Partner 1 Ltd
Directors' Report
Year ended 30 September 2024
The directors present their report and the financial statements of the group for the year ended 30 September 2024 .
Principal activities
The principal activity of the group in the period under review was the production of electricity, through the installation and maintenance of photovoltaic solar systems (PV systems). MBO Partner 1 Ltd acts as a holding company.
Directors
The directors who served the company during the year were as follows:
Ms R M Parlett
Mr A J W Cundall
Mr G Anderson
Mr M Shaw
Mr T M Beeston
Dividends
The directors do not recommend the payment of a dividend.
Disclosure of information in the strategic report
A review of the business, the principal risks and uncertainties and the future developments of the group are shown in the strategic report on page 2.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 16 June 2025 and signed on behalf of the board by:
Mr M Shaw
Director
Registered office:
Sterling House
Maple Court
Maple Road
Tankersley
South Yorkshire
S75 3DP
MBO Partner 1 Ltd
Independent Auditor's Report to the Members of MBO Partner 1 Ltd
Year ended 30 September 2024
Opinion
We have audited the financial statements of MBO Partner 1 Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 30 September 2024 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 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 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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
- the information given in the 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 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 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, 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.
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: We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: - the nature of the industry and sector, control environment and business performance, including the identification of related party transactions, and matters which could potentially impact on the company's continuation as a going concern; - results of our enquiries of management and assessment of the risks of irregularities; - any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; - the matters discussed among the audit engagement team, including how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK Corporate Governance Code and local tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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 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.
Andrew Throssell FCA
(Senior Statutory Auditor)
For and on behalf of
Hebblethwaites
Chartered accountants & statutory auditors
2 Westbrook Court
Sharrow Vale Road
Sheffield
S11 8YZ
16 June 2025
MBO Partner 1 Ltd
Consolidated Statement of Comprehensive Income
Year ended 30 September 2024
2024
2023
Note
£
£
Turnover
4
40,921,818
41,627,075
Cost of sales
345,262
-------------
-------------
Gross profit
40,576,556
41,627,075
Administrative expenses
28,510,566
20,005,475
-------------
-------------
Operating profit
5
12,065,990
21,621,600
Other interest receivable and similar income
8
477,080
42,821
Interest payable and similar expenses
9
25,024,146
78,342,445
-------------
-------------
Loss before taxation
( 12,481,076)
( 56,678,024)
Tax on loss
10
52,272
( 380,729)
-------------
-------------
Loss for the financial year
( 12,533,348)
( 56,297,295)
-------------
-------------
Revaluation of tangible assets
91,430,066
-------------
-------------
Total comprehensive income for the year
( 12,533,348)
35,132,771
-------------
-------------
All the activities of the group are from continuing operations.
MBO Partner 1 Ltd
Consolidated Statement of Financial Position
30 September 2024
2024
2023
Note
£
£
Fixed assets
Negative goodwill
11
( 69,966,901)
( 75,826,776)
Tangible assets
12
326,051,631
356,280,000
--------------
--------------
256,084,730
280,453,224
Current assets
Debtors
14
14,126,179
14,865,659
Cash at bank and in hand
29,516,605
28,874,946
-------------
-------------
43,642,784
43,740,605
Creditors: amounts falling due within one year
15
27,586,270
25,924,133
-------------
-------------
Net current assets
16,056,514
17,816,472
--------------
--------------
Total assets less current liabilities
272,141,244
298,269,696
Creditors: amounts falling due after more than one year
16
253,616,384
267,211,488
--------------
--------------
Net assets
18,524,860
31,058,208
--------------
--------------
Capital and reserves
Called up share capital
17
100
100
Revaluation reserve
18
91,430,066
91,430,066
Profit and loss account
18
( 72,905,306)
( 60,371,958)
-------------
-------------
Shareholders funds
18,524,860
31,058,208
-------------
-------------
These financial statements were approved by the board of directors and authorised for issue on 16 June 2025 , and are signed on behalf of the board by:
Mr M Shaw
Director
Company registration number: 11361699
MBO Partner 1 Ltd
Company Statement of Financial Position
30 September 2024
2024
2023
Note
£
£
Fixed assets
Investments
13
16,823,396
16,823,396
Current assets
Debtors
14
9,327,611
12,391,915
Cash at bank and in hand
2,492,936
1,471,432
-------------
-------------
11,820,547
13,863,347
Creditors: amounts falling due within one year
15
2,942,211
2,720,830
-------------
-------------
Net current assets
8,878,336
11,142,517
-------------
-------------
Total assets less current liabilities
25,701,732
27,965,913
Creditors: amounts falling due after more than one year
16
12,339,806
13,530,568
-------------
-------------
Net assets
13,361,926
14,435,345
-------------
-------------
Capital and reserves
Called up share capital
17
100
100
Profit and loss account
18
13,361,826
14,435,245
-------------
-------------
Shareholders funds
13,361,926
14,435,345
-------------
-------------
The loss for the financial year of the parent company was £ 1,073,419 (2023: £ 1,361,660 ).
These financial statements were approved by the board of directors and authorised for issue on 16 June 2025 , and are signed on behalf of the board by:
Mr M Shaw
Director
Company registration number: 11361699
MBO Partner 1 Ltd
Consolidated Statement of Changes in Equity
Year ended 30 September 2024
Called up share capital
Revaluation reserve
Profit and loss account
Total
Note
£
£
£
£
At 1 October 2022
100
( 4,074,663)
( 4,074,563)
Loss for the year
( 56,297,295)
( 56,297,295)
Other comprehensive income for the year:
Revaluation of tangible assets
12
91,430,066
91,430,066
----
-------------
-------------
-------------
Total comprehensive income for the year
91,430,066
( 56,297,295)
35,132,771
At 30 September 2023
100
91,430,066
( 60,371,958)
31,058,208
Loss for the year
( 12,533,348)
( 12,533,348)
----
-------------
-------------
-------------
Total comprehensive income for the year
( 12,533,348)
( 12,533,348)
----
-------------
-------------
-------------
At 30 September 2024
100
91,430,066
( 72,905,306)
18,524,860
----
-------------
-------------
-------------
MBO Partner 1 Ltd
Company Statement of Changes in Equity
Year ended 30 September 2024
Called up share capital
Profit and loss account
Total
£
£
£
At 1 October 2022
100
15,796,905
15,797,005
Loss for the year
( 1,361,660)
( 1,361,660)
----
-------------
-------------
Total comprehensive income for the year
( 1,361,660)
( 1,361,660)
At 30 September 2023
100
14,435,245
14,435,345
Loss for the year
( 1,073,419)
( 1,073,419)
----
-------------
-------------
Total comprehensive income for the year
( 1,073,419)
( 1,073,419)
----
-------------
-------------
At 30 September 2024
100
13,361,826
13,361,926
----
-------------
-------------
MBO Partner 1 Ltd
Consolidated Statement of Cash Flows
Year ended 30 September 2024
2024
2023
£
£
Cash flows from operating activities
Loss for the financial year
( 12,533,348)
( 56,297,295)
Adjustments for:
Depreciation of tangible assets
30,228,369
22,175,011
Amortisation of intangible assets
( 5,859,875)
( 5,859,875)
Other interest receivable and similar income
( 477,080)
( 42,821)
Interest payable and similar expenses
25,024,146
78,342,445
Tax on loss
52,272
( 380,729)
Accrued expenses
60,477
156,543
Changes in:
Trade and other debtors
( 377,721)
( 69,611)
Trade and other creditors
( 71,000)
51,937
-------------
-------------
Cash generated from operations
36,046,240
38,075,605
Interest paid
( 13,741,629)
( 13,580,457)
Interest received
392,797
42,821
Tax received/(paid)
1,149,212
( 1,761,643)
-------------
-------------
Net cash from operating activities
23,846,620
22,776,326
-------------
-------------
Cash flows from financing activities
Repayments of borrowings
( 20,564,961)
( 18,490,037)
Repayments of loans from group undertakings
( 2,640,000)
( 2,475,000)
-------------
-------------
Net cash used in financing activities
( 23,204,961)
( 20,965,037)
-------------
-------------
Net increase in cash and cash equivalents
641,659
1,811,289
Cash and cash equivalents at beginning of year
28,874,946
27,063,657
-------------
-------------
Cash and cash equivalents at end of year
29,516,605
28,874,946
-------------
-------------
MBO Partner 1 Ltd
Notes to the Financial Statements
Year ended 30 September 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Sterling House, Maple Court, Maple Road, Tankersley, S75 3DP, South Yorkshire.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The directors have considered the net asset position of the group and the net asset position of the parent company, together with the profit for the period in their appraisal of going concern. The expectation and underlying structure of the business is such that funding and resources are scheduled to be available to finance short term losses for longer term commercial return under the pre-determined business model. Therefore the directors have a reasonable expectation that the group and the parent company have adequate resources to continue in operational existence for the foreseeable future. Hence the directors consider the going concern basis to be appropriate in preparing these financial statements.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of MBO Partner 1 Ltd and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. In the opinion of management, there are no judgements or key sources of estimation uncertainty that have a significant impact on the financial statements, other than those stated below.
Revenue recognition
Group turnover is measured at the fair value of the consideration received or receivable and represents amounts generated from feed in tariff ('FIT') and export tariff ('ET') under a UK government scheme associated with electricity exported to the grid. Turnover is recognised net of VAT when the electricity is physically exported.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
Straight line over the remainder of the contract period of 17.94 years
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Equipment is carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with sufficient regularity to ensure that the carrying amount does not materially differ from that which would be determined using fair value at the end of the reporting period. The last revaluation was performed on an open market basis as at 30 September 2023. Due to the specialised nature of the fixed assets, the fair value is estimated using an income based approach.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Installed equipment
-
Straight line over the contract period of 16-20 years
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Financial instruments
The company has applied sections 11 and 12 of FRS 102 and the Amendments to FRS(102) issued in December 2017 in respect of financial instruments. Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measure at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an assets is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment is recognised in profit or loss. Financial assets are derecognised when (a) the contractual rights to the cash flows from the assets expire or are settled, or (b) substantially all the risk and regards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated party without imposing additional restrictions. Basic financial liabilities, including trade and other payables and amounts due to fellow group companies 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 receipts discounted at a market rate of interest. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest.
4. Turnover
Turnover arises from:
2024
2023
£
£
Electicity generation
40,921,818
41,627,075
-------------
-------------
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Operating profit/(loss)
Operating profit or loss is stated after charging/crediting:
2024
2023
£
£
Amortisation of intangible assets
( 5,859,875)
( 5,859,875)
Depreciation of tangible assets
30,228,369
22,175,011
-------------
-------------
6. Staff costs
There were no staff costs for the period ended 30 September 2024.
7. Auditor's remuneration
2024
2023
£
£
Fees payable for the audit of the financial statements
40,900
45,000
--------
--------
8. Other interest receivable and similar income
2024
2023
£
£
Interest on cash and cash equivalents
477,080
42,821
---------
--------
9. Interest payable and similar expenses
2024
2023
£
£
Interest on banks loans and overdrafts
25,024,146
78,342,445
-------------
-------------
10. Tax on loss
Major components of tax expense/(income)
2024
2023
£
£
Current tax:
UK current tax expense/(income)
52,272
( 380,729)
Tax on loss
52,272
( 380,729)
--------
---------
Reconciliation of tax expense/(income)
The tax assessed on the loss on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 25 %).
2024
2023
£
£
Loss on ordinary activities before taxation
( 12,481,076)
( 56,678,024)
-------------
-------------
Loss on ordinary activities by rate of tax
( 3,120,269)
( 13,733,927)
Adjustment to tax charge in respect of prior periods
52,272
( 380,729)
Effect of expenses not deductible for tax purposes
3,120,269
13,733,927
-------------
-------------
Tax on loss
52,272
( 380,729)
-------------
-------------
11. Intangible assets
Group
Goodwill
£
Cost
At 1 October 2023 and 30 September 2024
( 105,126,151)
--------------
Amortisation
At 1 October 2023
( 29,299,375)
Charge for the year
( 5,859,875)
--------------
At 30 September 2024
( 35,159,250)
--------------
Carrying amount
At 30 September 2024
( 69,966,901)
--------------
At 30 September 2023
( 75,826,776)
--------------
The company has no intangible assets.
The negative goodwill arose on the acquisition of the group assets of A Shade Greener Tankersley LLP on 30 September 2018. The net group assets of £121,951,130 were acquired for the discounted NPV consideration of £16,824,979, as at the date of acquisition. The historic cost of the investment, prior to the discounting adjustment, amounted to £27,290,000. The negative goodwill is being amortised on a straight line basis over a period of 17.94 years in line with the accounting policy.
12. Tangible assets
Group
Plant and machinery
£
Cost
At 1 October 2023 and 30 September 2024
407,540,000
--------------
Depreciation
At 1 October 2023
51,260,000
Charge for the year
30,228,369
--------------
At 30 September 2024
81,488,369
--------------
Carrying amount
At 30 September 2024
326,051,631
--------------
At 30 September 2023
356,280,000
--------------
The company has no tangible assets.
Tangible assets held at valuation
Equipment was revalued on 30 September 2024 on an open market basis. The valuations were based on the expected net cashflows, after appropriate deductions for debt interest and repayments, and the costs associated with holding and managing the assets, and taking into account an appropriate discount rate.
In respect of tangible assets held at valuation, aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
Group
Plant and machinery
£
At 30 September 2024
Aggregate cost
267,973,505
Aggregate depreciation
(128,707,950)
--------------
Carrying value
139,265,555
--------------
At 30 September 2023
Aggregate cost
267,973,505
Aggregate depreciation
(115,925,896)
--------------
Carrying value
152,047,609
--------------
13. Investments
The group has no investments.
Company
Shares in group undertakings
£
Cost
At 1 October 2023 and 30 September 2024
16,823,396
-------------
Impairment
At 1 October 2023 and 30 September 2024
-------------
Carrying amount
At 1 October 2023 and 30 September 2024
16,823,396
-------------
At 30 September 2023
16,823,396
-------------
At 30 September 2024 MBO Partner 1 Ltd owned the following investments:
100% of the ordinary share capital of MBO Partner 2 Ltd
99.99% of A Shade Greener Member LLP
99.99% of A Shade Greener Tankersley LLP
Together with its direct subsidiaries, MBO Partner 1 Ltd controls 100% of the following group companies:
All incorporated and registered in England & Wales
Nature of business
MBO Partner 2 Ltd Sub-holding company
A Shade Greener Member LLP Sub-holding company
A Shade Greener Tankersley LLP Sub-holding company & provision of loan services
& its subsidiaries -
A Shade Greener (F4) LLP Production of electricity
A Shade Greener (F5) LLP Production of electricity
A Shade Greener (F6) LLP Production of electricity
A Shade Greener (F7) LLP Production of electricity
A Shade Greener (F17) LLP Production of electricity
A Shade Greener Debt LLP Provision of loan services
& its subsidiaries -
A Shade Greener (F9) LLP Production of electricity
A Shade Greener (F10) LLP Production of electricity
A Shade Greener Debt (2) LLP Provision of loan services
& its subsidiaries -
A Shade Greener (F11) LLP Production of electricity
A Shade Greener (F12) LLP Production of electricity
A Shade Greener Debt (3) LLP Provision of loan services
& its subsidiaries -
A Shade Greener (F13) LLP Production of electricity
A Shade Greener (F14) LLP Production of electricity
A Shade Greener (F15) LLP Production of electricity
A Shade Greener (F16) LLP Production of electricity
14. Debtors
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade debtors
14,117,449
13,740,158
6,140
3,891
Amounts owed by group undertakings
9,319,913
11,270,823
Prepayments and accrued income
8,730
8,300
Corporation tax repayable
1,117,201
1,117,201
Other debtors
1,558
-------------
-------------
------------
-------------
14,126,179
14,865,659
9,327,611
12,391,915
-------------
-------------
------------
-------------
15. Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
2,938,912
2,703,260
2,938,912
2,703,260
Bank loans and overdrafts
21,740,922
20,199,479
Accruals and deferred income
2,577,641
2,621,599
3,199
17,470
Social security and other taxes
328,695
399,695
Other creditors
100
100
100
100
-------------
-------------
------------
------------
27,586,270
25,924,133
2,942,211
2,720,830
-------------
-------------
------------
------------
The bank loans are secured by a first legal mortgage over the assets concerned and by fixed and floating charges and cross guarantees over all assets of the group.
16. Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
12,339,806
13,530,568
12,339,806
13,530,568
Bank loans and overdrafts
241,276,578
253,680,920
--------------
--------------
-------------
-------------
253,616,384
267,211,488
12,339,806
13,530,568
--------------
--------------
-------------
-------------
Included within creditors: amounts falling due after more than one year is an amount of £147,111,087 (2023: £168,067,080) for the group and £Nil (2023: £2,585,625) for the company in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
The bank loans are term arrangements which continue in tranches until January 2034, with quarterly repayments and rates of interest related to the applicable gilt rate or RPI. Other vendor loans are term arrangements which continue in tranches until December 2028, with agreed repayment dates and interest accruing at a comparable market rate.
17. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 1 each
100
100
100
100
----
----
----
----
100 Ordinary shares of £1 each were issued at par to provide the initial working capital.
18. Reserves
Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income.
19. Analysis of changes in net debt
At 1 Oct 2023
Cash flows
At 30 Sep 2024
£
£
£
Cash at bank and in hand
28,874,946
641,659
29,516,605
Debt due within one year
(22,902,739)
(1,777,095)
(24,679,834)
Debt due after one year
(267,211,488)
13,595,104
(253,616,384)
--------------
-------------
--------------
( 261,239,281)
12,459,668
( 248,779,613)
--------------
-------------
--------------