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Company registration number: 08172055

Guru Systems Limited

Filleted Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2024

 

Guru Systems Limited

Contents

Directors' Report

1 to 2

Balance Sheet

3 to 4

Statement of Changes in Equity

5

Notes to the Unaudited Financial Statements

6 to 15

 

Guru Systems 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 of the company

The directors who held office during the year were as follows:

C Cole

G O Jones

D Milroy


Chairman's statement
Guru Systems Limited (Guru) provides market-leading hardware and data analytics platforms for heat networks. Its technology improves the performance of these systems for residential developers, heat suppliers, customers and the planet.

Moving to low-carbon heat is the biggest challenge in the transition to a net zero emissions future. Guru’s technology helps to facilitate this transition. Guru captures data, provides analytics and enables remote configuration of the heating systems that it monitors.

Sluggish activity in the housebuilding market since the COVID-19 pandemic created significant headwinds, prompting Guru to undertake a cost-base restructuring in 2023. By focusing on sustainable growth and operational efficiency, Guru not only returned to profitability, achieving a profit before tax in 2024, but also emerged with a leaner, more resilient business model. With the housing market now showing clear signs of recovery, Guru is well-positioned to capitalise on renewed demand throughout 2025 and beyond.

Financial performance
I am pleased to report that Guru Systems has demonstrated strong progress in 2024, building on the foundations laid over recent years.

In 2024, Guru delivered a profit before tax of £154,237: a significant improvement on 2023’s loss before tax of (£576,502).

Turnover in 2024 increased by 6% to £3,584,027 (2023: £3,392,985) as Guru continued to expand hardware, software and service offerings into new customer segments. In addition, the business has diversified its revenue streams, including providing specialist training to industry stakeholders. A focus on operational efficiency and high-value SaaS offerings drove a gross profit of £2,712,339 (2023: £2,444,207) representing a gross margin of 76% compared to 72% in 2023.

Administrative expenses were reduced by 16% to £2,843,497 (2023: £3,403,913), reflecting careful cost control and focus on core product offerings.

Strategic Progress and Market Position
Over the past 12 months Guru has continued to refine core hardware platforms (Guru Hub series) and elevate SaaS analytics capabilities. This integrated approach has resonated strongly with both UK housing associations and private developers, yielding contract renewals and new partnerships in the managed heat pump and district heating segments. Importantly, the business’s modular platform has enabled Guru to flexibly support third-party hardware integrations, broadening the total addressable market and accelerating software-as-a-service recurring revenue growth.

 

Guru Systems Limited

Directors' Report for the Year Ended 31 December 2024

Heat Network Regulation and Emerging Tailwinds
The evolving regulatory landscape is creating unprecedented tailwinds for Guru’s business. The imminent introduction of Heat Network Regulations which are due to come into force in 2026, is expected to mandate remote monitoring, energy performance reporting and consumer billing transparency for all new and existing heat networks. Guru’s end-to-end solution-combining market-leading IoT accuracy with advanced analytics-strongly positions the business to help operators achieve compliance with minimal disruption and maximum cost savings. A sharp uptick in demand is anticipated as regulatory deadlines approach, laying the groundwork for further growth in 2025, and accelerated growth in 2026 and beyond.

Investment in People and Innovation
Guru’s achievements in 2024 would not have been possible without the dedication of the entire team. Guru has continued to attract top talent across its different teams, strengthening the business’ capacity to deliver complex commissioning services, machine-learning driven diagnostics, and intuitive billing platforms. In 2024 Guru made further R&D investments, enhancing remote configuration and fault-detection capabilities to further reduce on-site interventions and drive down operating costs for clients.

Outlook
Guru continues to maintain its reputation as the leading provider of data analytics in the UK heat network market. This positions the business well to capitalise on the upcoming regulatory changes and growing customer awareness of the value of data-driven heat network management. Guru’s order book is at an all-time high and the senior team continues to explore adjacent opportunities in energy performance contracting and European market entry. With a strengthened balance sheet and a proven revenue model, Guru Systems is well placed to deliver sustained value to clients, shareholders, and the communities it serves over the coming years.


Gareth Jones (Chairman)

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved by the Board on 26 June 2025 and signed on its behalf by:

.........................................
C Cole
Director

   
 

Guru Systems Limited

(Registration number: 08172055)
Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

5

1,686,999

1,597,637

Tangible assets

6

12,132

23,582

 

1,699,131

1,621,219

Current assets

 

Stocks

7

1,082,129

1,219,046

Debtors

8

643,033

1,077,563

Cash at bank and in hand

 

614,195

194,530

 

2,339,357

2,491,139

Creditors: Amounts falling due within one year

9

(3,634,160)

(3,893,200)

Net current liabilities

 

(1,294,803)

(1,402,061)

Total assets less current liabilities

 

404,328

219,158

Creditors: Amounts falling due after more than one year

9

(449,656)

(437,675)

Net liabilities

 

(45,328)

(218,517)

Capital and reserves

 

Called up share capital

100

100

Other reserves

55,638

47,980

Profit and loss account

(101,066)

(266,597)

Total equity

 

(45,328)

(218,517)

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. The option not to file the profit and loss account and directors’ report has been taken.

 

Guru Systems Limited

(Registration number: 08172055)
Balance Sheet as at 31 December 2024

Approved and authorised by the Board on 26 June 2025 and signed on its behalf by:
 


C Cole
Director

   
 

Guru Systems Limited

Statement of Changes in Equity
for the Year Ended 31 December 2024

Share capital
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2024

100

47,980

(266,597)

(218,517)

Profit for the year

-

-

165,531

165,531

Share based payment transactions

-

7,658

-

7,658

At 31 December 2024

100

55,638

(101,066)

(45,328)

Share capital
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2023

100

43,039

(197,653)

(154,514)

Loss for the year

-

-

(68,944)

(68,944)

Share based payment transactions

-

4,941

-

4,941

At 31 December 2023

100

47,980

(266,597)

(218,517)

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
Unit 05.G01 The Leather Market
11-13 Weston Street
Bermondsey
London
SE1 3ER
England

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

These financial statements are presented in Sterling (£).

Going concern

The directors, having made due and careful enquiry and having prepared and stress tested forecasts, are of the opinion that the company has adequate working capital to execute its operations for at least the next 12 months. The financial projections take into account certain sensitivities around consumer demand, supply availability and appropriate funding opportunities. The directors have made an informed judgement, at the time of approving the financial statements, that the company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

Additionally, the company benefits from supportive investors who have provided debt facilities through convertible loan notes.

As a result, the company’s financial statements have been prepared on a going concern basis.

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

Turnover recognition

Revenue is recongised 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:

Sale of goods
Revenue from the sale of goods is recognised when the following conditions are satisfied:
- the Company has transferred the significant risks and rewards of ownership to the buyer;
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services
In respect of on-going contracts, turnover represents the value of work done in the year and is recognised on a monthly basis.

Government grants

Government grants are recognised under the accruals model resulting in income being recognised on a systematic basis over the period in which the related costs are incurred for which the grant is compensating. The income from the scheme is recognised as other income in the profit and loss and timing differences presented as other debtors or deferred income within the balance sheet.

Tax

The tax expense for the period comprises current tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current 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 taxable income.

Deferred tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. The company has taxable trading losses which are held off balance sheet due to uncertainty over future utilisation.

Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

Tangible assets

Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation of tangible assets

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures and fittings

20% straight line

Office equipment

20% straight line

Computer equipment

20% straight line

Intangible assets

Development costs that are directly attributable to the design and testing of identifiable and unique services controlled by the company are recognised as intangible assets when the following criteria are met:
1) it is technically feasible to complete the project so that it will be available for use;
2) management intends to complete the project and use or sell it;
3) there is an ability to use or sell the project;
4) it can be demonstrated how the project will generate probable future economic benefits;
5) adequate technical, financial and other resources to complete the development and to use or sell the project are available; and
6) the expenditure attributable to the project during its development can be reliably measured.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Project are amortised in the year following capitalisation.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Development expenditure

20% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Assets held under hire purchase agreements are capitalised as tangible fixed assets with the future obligation being recognised as a liability. Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.

Reserves

Called up share capital represents the nominal value of shares that have been issued.

Profit and loss account includes all current and prior period profits and losses.

Other reserves relate to share options in the parent company, Enpal Limited, for the benefit of the employees in Guru Systems Limited.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

Dividends

Dividend distribution to the company's shareholders is recognised as a laibility in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

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 payments obligations.

The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Share based payments

The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity's parent. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year was 30 (2023 - 40).

4

Government grants

The amount of grants recognised in the financial statements was £236,345 (2023 - £366,845).

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

5

Intangible assets

Development costs
 £

Total
£

Cost or valuation

At 1 January 2024

4,523,802

4,523,802

Additions internally developed

696,337

696,337

At 31 December 2024

5,220,139

5,220,139

Amortisation

At 1 January 2024

2,926,164

2,926,164

Amortisation charge

606,976

606,976

At 31 December 2024

3,533,140

3,533,140

Carrying amount

At 31 December 2024

1,686,999

1,686,999

At 31 December 2023

1,597,637

1,597,637

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

6

Tangible assets

Fixtures and fittings
 £

Office Equipment
 £

Total
£

Cost or valuation

At 1 January 2024

13,215

64,123

77,338

Additions

-

1,649

1,649

Disposals

-

(474)

(474)

At 31 December 2024

13,215

65,298

78,513

Depreciation

At 1 January 2024

9,119

44,637

53,756

Charge for the year

1,314

11,311

12,625

At 31 December 2024

10,433

55,948

66,381

Carrying amount

At 31 December 2024

2,782

9,350

12,132

At 31 December 2023

4,096

19,486

23,582

7

Stocks

2024
£

2023
£

Stocks held for sale

1,082,129

1,219,046

8

Debtors

2024
£

2023
£

Trade debtors

475,906

536,556

Prepayments

60,329

27,673

Other debtors and accrued income

28,257

26,429

Corporation tax

78,541

486,905

 

643,033

1,077,563

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

9

Creditors

Creditors: amounts falling due within one year

Note

2024
£

2023
£

Loans and borrowings

10

291,615

291,550

Trade creditors

 

117,985

460,269

Amounts owed to group undertakings and undertakings in which the company has a participating interest

12

2,406,651

2,526,271

Taxation and social security

 

148,515

94,149

Other creditors

 

669,394

520,961

 

3,634,160

3,893,200

Due after one year

 

Bank borrowings

10

449,656

437,675

Amounts owed to group undertakings are interest free and repayable on demand. All amounts due from group undertakings are owed to the ultimate parent company, Enpal Limited. The Company and the ultimate parent company share an identical board and statutory directors. The directors are confident that repayment will only be required if not considered detrimental to the company.

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

10

Loans and borrowings

Current loans and borrowings

2024
£

2023
£

Bank borrowings

291,546

291,550

Bank overdrafts

69

-

291,615

291,550

Non-current loans and borrowings

2024
£

2023
£

Bank borrowings

449,656

437,675

Included within bank borrowings is £549,502 (2023 - £729,225) in relation to a Coronavirus Large Business Interruption Loan. Follwoing the re-financing in the year, the outstanding balances are as follows; £99,846 (2023: £291,550) of the loan balance is due within one year, £449,656 (2023: £437,675) is due within 2-5 years, and £41,952 (2023 - £nil) is due in more than 5 years. The bank loan is secured by a fixed and floating charge over all the assets of the company.

In addition there are amounts included within bank borrowings of £191,700 (2023 - £nil) in relation to a loan from Capchase Inc which attracts interest at 12.15% including fees. £191,700 (2023: £nil) of the loan balance is due within one year.

11

Share based payments

The company operates a share option scheme for certain employees of the company. A debit to administrative expenses of £7,658 has been recognised in respect of these options (2023 - charge £4,941). The directors do not consider these options to materially impact the accounts. No options were exercised in the current financial year. As at 31 December 2024, the total number of active options were 59,244 (2023 - 38,611).

 

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2024

12

Related party transactions

The company has taken advantage of the exemption under FRS102 to not disclose transactions with wholly owned subsidiaries of the group.

Directors Loans

Included within other creditors is a loan from the directors to the company for £200,000, this is unsecured, interest bearing, and repayable on the 31 August 2025. The directors' loan was fully repaid by 3 June 2025.

Summary of transactions with other related parties

The company was owed £1,124 (2023: £3,853) by Fair Heat Limited, a company with common directors, at the balance sheet date.
 

13

Parent and ultimate parent undertaking

The company's immediate parent is Enpal Limited, incorporated in England & Wales.