Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31RED Group Holdings Limited ENGIE S.A.truetruetruetruetruetruetruetrue2024-01-010falseThe principal activity of Engie Impact UK is the provision of analysis, expertise and strategic advisory to help organizations embed sustainability into their operational strategies70truefalse 03820315 2024-01-01 2024-12-31 03820315 2023-01-01 2023-12-31 03820315 2024-12-31 03820315 2023-12-31 03820315 2023-01-01 03820315 c:Director1 2024-01-01 2024-12-31 03820315 c:Director1 2024-12-31 03820315 c:Director2 2024-01-01 2024-12-31 03820315 c:Director3 2024-01-01 2024-12-31 03820315 c:Director3 2024-12-31 03820315 c:Director4 2024-01-01 2024-12-31 03820315 c:Director4 2024-12-31 03820315 c:Director5 2024-01-01 2024-12-31 03820315 c:Director5 2024-12-31 03820315 c:RegisteredOffice 2024-01-01 2024-12-31 03820315 d:FurnitureFittings 2024-01-01 2024-12-31 03820315 d:FurnitureFittings 2024-12-31 03820315 d:FurnitureFittings 2023-12-31 03820315 d:FurnitureFittings d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 03820315 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 03820315 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-31 03820315 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 03820315 d:Goodwill 2024-01-01 2024-12-31 03820315 d:Goodwill 2024-12-31 03820315 d:Goodwill 2023-12-31 03820315 d:IntangibleAssetsOtherThanGoodwill 2024-12-31 03820315 d:IntangibleAssetsOtherThanGoodwill 2023-12-31 03820315 d:CurrentFinancialInstruments 2024-12-31 03820315 d:CurrentFinancialInstruments 2023-12-31 03820315 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 03820315 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 03820315 d:ReportableOperatingSegment1 2024-01-01 2024-12-31 03820315 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 03820315 e:UnitedKingdom 2024-01-01 2024-12-31 03820315 e:UnitedKingdom 2023-01-01 2023-12-31 03820315 e:RestEuropeOutsideUK 2024-01-01 2024-12-31 03820315 e:RestEuropeOutsideUK 2023-01-01 2023-12-31 03820315 e:RestWorldOutsideUK 2024-01-01 2024-12-31 03820315 e:RestWorldOutsideUK 2023-01-01 2023-12-31 03820315 d:UKTax 2024-01-01 2024-12-31 03820315 d:UKTax 2023-01-01 2023-12-31 03820315 d:ShareCapital 2024-01-01 2024-12-31 03820315 d:ShareCapital 2024-12-31 03820315 d:ShareCapital 2023-12-31 03820315 d:ShareCapital 2023-01-01 03820315 d:SharePremium 2024-01-01 2024-12-31 03820315 d:SharePremium 2024-12-31 03820315 d:SharePremium 2023-12-31 03820315 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 03820315 d:RetainedEarningsAccumulatedLosses 2024-12-31 03820315 d:RetainedEarningsAccumulatedLosses 2023-12-31 03820315 d:RetainedEarningsAccumulatedLosses 2023-01-01 03820315 c:OrdinaryShareClass1 2024-01-01 2024-12-31 03820315 c:OrdinaryShareClass1 2024-12-31 03820315 c:OrdinaryShareClass1 2023-12-31 03820315 c:FRS101 2024-01-01 2024-12-31 03820315 c:Audited 2024-01-01 2024-12-31 03820315 c:FullAccounts 2024-01-01 2024-12-31 03820315 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 03820315 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:ExternallyAcquiredIntangibleAssets 2024-01-01 2024-12-31 03820315 2 2024-01-01 2024-12-31 03820315 d:SpecificBusinessCombination1 2024-01-01 2024-12-31 03820315 d:SpecificBusinessCombination1 2024-12-31 03820315 d:SpecificBusinessCombination1 1 2024-12-31 03820315 d:SpecificBusinessCombination1 d:CurrentFinancialInstruments 2024-12-31 03820315 g:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03820315










ENGIE IMPACT UK LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
ENGIE IMPACT UK LIMITED
 

COMPANY INFORMATION


Directors
P Janson (appointed 30 January 2025)
J E S Summerbell 
M U Chadwick (appointed 25 April 2024, resigned 9 December 2024)
K Rudra (appointed 25 April 2024, resigned 30 January 2025)
M Seih (resigned 25 April 2024)




Registered number
03820315



Registered office
Riverbridge House
Anchor Boulevard

Dart

Kent

DA2 6SL




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB





 
ENGIE IMPACT UK LIMITED
 

CONTENTS



Page
Directors' report
1 - 2
Independent auditors' 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 - 25


 
ENGIE IMPACT UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

J E S Summerbell 
M U Chadwick (appointed 25 April 2024, resigned 9 December 2024)
K Rudra (appointed 25 April 2024, resigned 30 January 2025)
M Seih (resigned 25 April 2024)

Directors' responsibilities statement

The directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Future developments

We plan to dispose of the C3NTINEL software by way of a sale of the asset to another ENGIE Group entity during the course of the year. The transaction will result in a reduction of circa 20% of turnover, but with no material impact on net profit going forwards.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

 
ENGIE IMPACT UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





J E S Summerbell
Director

Date: 17 June 2025

Page 2

 
ENGIE IMPACT UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENGIE IMPACT UK LIMITED
 

Opinion


We have audited the financial statements of Engie Impact UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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:


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


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 United Kingdom, including the Financial Reporting Council'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 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 Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 3

 
ENGIE IMPACT UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENGIE IMPACT UK LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


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 Directors' report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 4

 
ENGIE IMPACT UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENGIE IMPACT UK LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; 
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. 


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


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 2006Our 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 Auditors' 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.


Alexander Peal BSc FCA DChA (Senior statutory auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Communications Road
Greenham Business Park
Greenham
Newbury
Berkshire
RG19 6AB

18 June 2025
Page 5

 
ENGIE IMPACT UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
6,504,011
-

Cost of sales
  
(5,924,299)
-

Gross profit
  
579,712
-

Administrative expenses
  
(3,528,279)
-

Operating loss
 5 
(2,948,567)
-

Tax on loss
 9 
581,345
-

Loss for the financial year
  
(2,367,222)
-

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 9 to 25 form part of these financial statements.

Page 6

 
ENGIE IMPACT UK LIMITED
REGISTERED NUMBER: 03820315

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 10 
797,418
-

Tangible assets
 12 
12,022
-

  
809,440
-

Current assets
  

Debtors: amounts falling due within one year
 13 
10,158,107
792,300

  
10,158,107
792,300

Creditors: amounts falling due within one year
 14 
(5,542,469)
-

Net current assets
  
 
 
4,615,638
 
 
792,300

Total assets less current liabilities
  
5,425,078
792,300

Net assets
  
5,425,078
792,300


Capital and reserves
  

Called up share capital 
 15 
101
100

Share premium account
 16 
6,999,999
-

Profit and loss account
 16 
(1,575,022)
792,200

  
5,425,078
792,300


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J E S Summerbell
Director

Date: 17 June 2025

The notes on pages 9 to 25 form part of these financial statements.

Page 7

 
ENGIE IMPACT UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2024
100
-
792,200
792,300



Loss for the year
-
-
(2,367,222)
(2,367,222)

Shares issued during the year
1
6,999,999
-
7,000,000


At 31 December 2024
101
6,999,999
(1,575,022)
5,425,078



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100
792,200
792,300


At 31 December 2023
100
792,200
792,300


The notes on pages 9 to 25 form part of these financial statements.

Page 8

 
ENGIE IMPACT UK LIMITED
 

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

1.


General information

Engie Impact UK Limited is a private limited liability company, incorporated and domiciled in the United Kingdom. The address of the registered office is Riverbrigde House, Anchor Boulevard, Dartford, Kent, DA2 6SL. The principal activity of Engie Impact UK is the provision of analysis, expertise and strategic advisory to help organizations embed sustainability into their operational strategies.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Red Group Holdings Limited as at 31 December 2024 and these financial statements may be obtained from 100 New Oxford Street, London, England, WC1A 1HB.

Page 9

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Going concern

The Directors have prepared forecasts for a period of more than 12 months from the date of approval of these financial statements and considered the cashflows during that period and considered the sources of further cashflow requirements in that period.
The Directors have received a letter of support from Engie Energy Services International, to assist the company in meeting liabilities as and when they fall due. The Directors have considered the ability of Engie Energy Services International to provide the required financial support to the Company. The Directors remain confident that both short-term liquidity and longer-term financing support is readily available from the ENGIE group, should this be required, and the Company has no significant reliance on third party debt.  The Directors are therefore satisfied that the Company can continue to pay its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. For this reason, they have continued to adopt the going concern basis in preparing the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 10

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

For all contracts with customers the Company recognises revenue when performance obligations have been satisfied. For most of the Company’s sustainability consultancy contracts revenue is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Company
IFRS 15 provides a five step-model which the Company has applied to all sales contracts with customers to identify the revenue which can be recognised. The model is applied at contract inception and on the assumption that the contract will operate as defined in the contract and that the contract will not be cancelled, renewed or modified. After contract inception a change in the scope or price (or both) of a contract that is approved by the parties to the contract is a contract modification.
Step 1 - Identify the contract with the customer
First, the Company determines if a contract exists and whether it is in scope of IFRS 15. The arrangement must create enforceable rights and obligations. Typically, this will be a signed contract with the customer. The Company and customer must be committed to perform their respective obligations, each party’s rights regarding the goods or services to be transferred should be identifiable, the payment terms for the goods or services to be transferred should be identifiable, the arrangement must have commercial substance and it must be probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. This assessment is completed on a case by case basis in line with IFRS 15.
Sometimes the Company’s contracts are revised for changes to customer requirements. A contract modification is a change in the scope or price (or both) of a contract that is approved by the parties to the contract and exists when the parties to a contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties to the contract. A contract modification can be approved in writing, by oral agreement, or implied by customary business practices.
If the parties to the contract have not approved a contract modification, revenue is recognised in accordance with the existing contractual terms. Judgment is applied in relation to the accounting for contract modifications where the final terms or legal contracts have not been agreed prior to the period end as management needs to determine if a modification has been approved and if it either creates new or changes existing enforceable rights and obligations of the parties. Depending upon the outcome of such negotiations, the timing and amount of revenue recognised may be different in the relevant accounting periods.
Contract modifications are accounted for as a separate contract if the scope of the contract changes due to the addition of promised goods or services that are distinct and the price of the contract changes by an amount of consideration that reflects the stand-alone selling price of the additional promised goods or services and any appropriate adjustments to that price to reflect the circumstances of the particular contract.
 
Page 11

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)


2.5
Revenue (continued)

Step 2 - Identify the performance obligations in the contract
At contract inception the Company assesses the goods or services promised in a contract with a customer. It identifies the performance obligations and contractual promises to transfer distinct goods or services to a customer. For sustainability consultancy contracts with several components, judgment is necessary to determine the performance obligations by considering whether those promised goods or services are:
a)  a good or service (or bundle of goods or services) that is distinct; or
b) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
For core services provided under most sustainability consultancy contracts entered into by the Company, management has applied the principles of IFRS 15 and concluded that the promises are not distinct within the context of the contract and as such there is one performance obligation.
Step 3 - Determine the transaction price
The transaction price is defined as the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.
The Company estimates the transaction price at contract inception, including any variable consideration, and updates the estimate each reporting period for any changes in circumstances.
When determining the transaction price, the Company assumes that the goods or services will be transferred to the customer based on the terms of the existing contract and does not take into consideration the possibility of a contract being cancelled, renewed or modified.
Variable payments include discounts, rebates, refunds, bonuses, performance bonuses or charges for the occurrence (or lack of occurrence) of a future event and are recognised as revenue (adjusted upwards or downwards) only when it is highly probable that a significant reversal in the revenue recognised will not occur when the associated uncertainty is subsequently resolved. The Company considers highly probable to mean being able to evidence with 80-90% certainty.
Step 4 - Allocate the transaction price to the performance obligations in the contract
The Company allocates the total transaction price to each of the identified performance obligations based on their relative stand-alone selling prices. The Company typically applies an observable price or a cost-plus margin approach.
Step 5 - Recognise revenue when the entity satisfies a performance obligation
For each performance obligation, the Company recognises revenue when (or as) the performance obligation is satisfied. For each performance obligation identified, the Company determines at the contract inception whether it satisfies the performance obligation and recognises revenue over time or at a point in time. For core services provided under most sustainability consultancy contracts revenue is recognised over time, as the customer simultaneously receives and consumes the benefits provided by the Company.
For each performance obligation satisfied over time, the Company recognises revenue over time by measuring progress towards complete satisfaction of that performance obligation. The objective when measuring progress is to depict an entity’s performance in transferring control of goods or services promised to a customer (i.e. the satisfaction of an entity’s performance obligation). The nature of the good or service that the entity promised to transfer to the customer determines the appropriate method for measuring progress. The Company uses input methods and output methods.
 
Page 12

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)


2.5
Revenue (continued)


Under the input method the Company recognises revenue based on its efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labour hours expended
or costs incurred) relative to the total expected inputs to the satisfaction of that performance obligation. If the entity’s efforts or inputs are expended evenly throughout the performance period, it may be appropriate for the entity to recognise revenue on a straight-line basis.
The Company applies output methods to specific long-term contracts. These include methods such as surveys of performance completed to date, appraisals of results achieved or milestones reached.
However, if the contract is in its early stages and it is not possible to reasonably measure progress, but the Company expects to recover the costs incurred during this phase, revenue is recognised to the extent of the costs incurred until such a time that it can measure the progress made.
If a performance obligation is not satisfied over time, revenue is recognised at the point in time when control of the goods or services passes to the customer. This may be when the Company has the right to payment of the asset, at the point the Company has transferred physical possession of the asset, or the customer has accepted the asset. Management applies judgment to determine when a customer obtains control of a promised asset and the Company has satisfied a performance obligation.
Costs to obtain a contract
The incremental costs to obtain a contract with a customer are recognised within contract assets if it is expected that those costs will be recoverable. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognised as an expense in the period.
Costs to fulfil a contract
Costs incurred to ensure that a contract is appropriately mobilised and transformed to enable the delivery of full services under the contract target operating model, are contract fulfilment costs. Only costs which meet all three of the criteria below are included within contract assets on the balance sheet:
a)  the costs relate directly to the contract or to a specific anticipated contract;
b) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future; and
c)  the costs are expected to be recovered.
For costs incurred in fulfilling a contract with a customer that are within the scope of another IFRS, the Company accounts for these in accordance with those other IFRSs.
Amortisation and impairment of contract assets
The Company amortises contract assets (costs to obtain a contract and costs to fulfil a contract) on a systematic basis that is consistent with the transfer to the customer of the related goods or services to which the asset relates.
Accrued income and deferred income
At the reporting date the Company recognises accrued income or deferred income when revenue recognised is cumulatively higher or lower than the amounts invoiced to the customer.

Page 13

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at its inception. The Directors do not consider the leases entered into as a lessee to be material to the financial statements under the requirements of IFRS 16.
 
Rental expenses from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.  

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The  has used this practical expedient.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)

 
2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.


 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 15

 
ENGIE IMPACT UK LIMITED
 

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

2.Accounting policies (continued)

 
2.16

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The Company makes estimates and assumptions concerning the future and judgments in applying the Company's accounting policies. The resulting accounting estimates will, by definition, seldom equal the actual results. The following estimates and assumptions have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
Revenue recognition
The Company determines if a contract exists and whether it is in scope of IFRS 15. The arrangement must create enforceable rights and obligations. Typically, this will be a signed contract with the customer. The Company and customer must be committed to perform their respective obligations, each party’s rights regarding the goods or services to be transferred should be identifiable, the payment terms for the goods or services to be transferred should be identifiable, the arrangement must have commercial substance and it must be probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. This assessment is completed on a case by case basis in line with IFRS 15.
At contract inception the Company assesses the goods or services promised in a contract with a customer. It identifies the performance obligations, contractual promises to transfer distinct goods or services to a customer. For sustainability consultancy contracts with several components, judgment is necessary to determine the performance obligations by considering whether those promised goods or services are:
a) a good or service (or bundle of goods or services) that is distinct; or
b) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
For core services provided under most sustainability consultancy contracts entered into by the Company, management has applied the principles of IFRS 15 and concluded that the promises are not distinct within the context of the contract and as such there is one performance obligation.
The Company recognises revenue on a contract by contract basis based on the satisfaction of performance obligations. Where contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin.
Provisions and accruals for liabilities
Management estimation is required to determine the appropriate amounts of provisions for bad and doubtful debts, customer rebates and accruals for certain administrative expenses. The judgments, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other reasonable factors.

Page 16

 
ENGIE IMPACT UK LIMITED
 

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

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Supply of sustainability consultancy
6,504,011
-


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
2,796,011
-

Rest of Europe
2,652,000
-

Rest of the world
1,056,000
-

6,504,011
-



5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
5,498
-

Amortisation of intangible assets
173,405
-

Impairment of intangible assets
444,287
-

Exchange differences
(224,804)
-

Defined contribution pension cost
176,699
-


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
25,000
-

Page 17

 
ENGIE IMPACT UK LIMITED
 

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

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
3,634,239
-

Social security costs
409,122
-

Cost of defined contribution scheme
176,699
-

4,220,060
-


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Sales, directors and administration
70
-


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
880,453
-

Company contributions to defined contribution pension schemes
29,997
-

910,450
-


During the year retirement benefits were accruing to 3 directors (2023 - 0) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £700,510 (2023 - £Nil).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £16,107 (2023 - £Nil).

Page 18

 
ENGIE IMPACT UK LIMITED
 

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

9.


Taxation


2024
2023
£
£


Current tax on loss for the year
(581,345)
-

Total current tax
(581,345)
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,948,567)
-


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
(737,142)
-

Effects of:


Expenses not deductible for tax purposes
155,797
-

Receipt for group relief
581,345
-

Group relief surrendered
(581,345)
-

Total tax credit for the year
(581,345)
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
ENGIE IMPACT UK LIMITED
 

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

10.


Intangible assets




Development expenditure

£



Cost


Additions
532,290


On acquisition of subsidiaries
438,533



At 31 December 2024

970,823



Amortisation


Charge for the year
173,405



At 31 December 2024

173,405



Net book value



At 31 December 2024
797,418



At 31 December 2023
-




Page 20

 
ENGIE IMPACT UK LIMITED
 

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

11.


Goodwill




2024

£



Cost


On acquisition of subsidiaries
444,287



At 31 December 2024

444,287



Amortisation


Impairment charge
444,287



At 31 December 2024

444,287



Net book value



At 31 December 2024
-



At 31 December 2023
-


Page 21

 
ENGIE IMPACT UK LIMITED
 

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

12.


Tangible fixed assets





Fixtures and fittings

£



Cost or valuation


Additions
12,424


Acquisition of subsidiary
5,096



At 31 December 2024

17,520



Depreciation


Charge for the year
5,498



At 31 December 2024

5,498



Net book value



At 31 December 2024
12,022



At 31 December 2023
-


13.


Debtors

2024
2023
£
£


Trade debtors
1,046,096
-

Amounts owed by group undertakings
287,000
792,300

Cash pool account with group undertaking
2,040,058
-

Prepayments and accrued income
6,203,608
-

Tax recoverable
581,345
-

10,158,107
792,300


The amounts owed by group undertakings are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on demand.
The cash pool with group undertakings is unsecured, non-interest bearing, has no fixed date for repayment and is payable on demand.

Page 22

 
ENGIE IMPACT UK LIMITED
 

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

14.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
118,228
-

Amounts owed to group undertakings
361,871
-

Other taxation and social security
654,109
-

Accruals and deferred income
4,408,261
-

5,542,469
-


The amounts owed to group undertakings are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on demand.


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



101 (2023 - 100) Ordinary shares of £1.00 each
101
100


On 10 July 2024, the Company issued one Ordinary share with nominal value of £1 for total consideration of £7,000,000.


16.


Reserves

Share premium account

The share premium account represents the excess paid above the nominal amount of shares issued.

Profit and loss account

The profit and loss account is the Company's accumulated retained profits or losses as at the year end.

Page 23

 
ENGIE IMPACT UK LIMITED
 

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

17.
 

Business combinations

Acquisition of the trade and assets of Red Engineering Design Limited

During the year ended 31 December 2024, Red Engineering Design Limited transferred part of the business which trades under the names of Engie Impact and C3ntinel. Transfer of the net assets to the Company was on 1 April 2024 for consideration of £2,167,607. The book value of the net assets was £2,167,607. The details of the business combinations were as follows:

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
5,096
5,096

Intangible
882,820
882,820

887,916
887,916

Current Assets

Debtors
2,034,079
2,034,079

Total Assets
2,921,995
2,921,995

Creditors

Due within one year
(754,388)
(754,388)

Total Identifiable net assets
2,167,607
2,167,607


Total purchase consideration
2,167,607

Consideration

£


Cash
1,375,507

Reduction of inter-company debt
792,100

Total purchase consideration
2,167,607



The results of the trade and assets since acquisition are as follows:

£

Turnover
6,504,011

(Loss) for the period since acquisition
(2,367,222)

Page 24

 
ENGIE IMPACT UK LIMITED
 

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

18.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£
£

Software


Utilidex
106,512
-

The Company is currently investing in a third party software, Utilidex, to enable the support of the invoice validation service that they provide for UK business. The capital commitmens in relation to this investment is for a contract for the value of £139,425 and have currently paid £32,913. The remaining capital commitment in relation to this investment is £106,512.


19.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £176,699 (2023: £Nil). Contributions totalling £87,868 (2023: £Nil) were payable to the fund at the balance sheet date and are included in other creditors.


20.


Related party transactions

As a wholly owned subsidiary of RED Group Holdings Limited, the Company has taken advantage of the exemption under FRS 101 from disclosing transactions with other wholly-owned group members. 


21.


Controlling party

The immediate parent company and smallest group in which the Company's results are consolidated is RED Group Holdings Limited, a company incorporated in England and Wales. The consolidated accounts of RED Group Holdings Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
 
The ultimate parent company and largest group in which the Company's results are consolidated is ENGIE S.A., a company incorporated in France. The consolidated accounts of ENGIE S.A. are available from ENGIE, 1 Place Samuel de Champlain, Faubourg de l’Arche, 92930 Paris La Défense, France.

Page 25