Company registration number 08393152 (England and Wales)
HGPE ASG ASSETCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
HGPE ASG ASSETCO LIMITED
COMPANY INFORMATION
Directors
G P Schuler
(Appointed 7 November 2024)
G S Gujral
(Appointed 8 October 2024)
B Odedra
(Appointed 2 June 2025)
Secretary
Arnold Hill & Co LLP
Company number
08393152
Registered office
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
Auditor
Albert Goodman LLP
Goodwood House
Blackbrook Park Avenue
Taunton
Somerset
TA1 2PX
HGPE ASG ASSETCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Profit and loss account
8
Balance sheet
9
Notes to the financial statements
10 - 13
HGPE ASG ASSETCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Principal activities

The principal activity of HGPE ASG Assetco Limited (the "Company") was previously leasing fixed assets to A Shade Greener (F2) Limited ("ASG F2 Limited"). The Company, its immediate parent HGPE ASG Limited and intermediate parent HGPE ASG Finance Limited, along with ASG F2 Limited and HGPE ASG AssetCo Limited, are referred to as the "Group".

 

On 8 February 2013, the Company entered into a sale and leaseback arrangement with ASG F2 Limited. Under the terms of the agreement both the fixed assets and parent borrowings were sold to the Company at the value held within the accounts as at 8 February 2013. In turn the fixed assets are leased by ASG F2 Limited under a finance lease, at a cost equal to the value of the parent borrowing repayment terms, the terms of which were not otherwise amended under the new agreement.

 

The finance lease and parent borrowings were both fully paid on 16 August 2019, and as a result the Company's trade has ceased.

 

Going Concern

The Company's trade of leasing fixed assets has ceased. Consequently, the Company will be liquidated once all liabilities have been settled and once all debtor balances have been realised. Notwithstanding the Company's net liabilities of £72,885, the Company will continue to be supported by both the Group and its investor Atrato Onsite Energy Holdco Limited. The Group remains profitable, generating a significant cash surplus each year above its group liabilities. Noting this, the directors believe that the Company has sufficient assets to support an orderly wind down. On this basis, the directors have determined that these financial statements should be prepared on a non-going concern basis.

 

Dividends

Dividends of £nil (2023: £nil) were paid during the year.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S D Noble
(Resigned 6 September 2024)
L E Townsend
(Resigned 16 October 2024)
N Markham
(Resigned 7 November 2024)
B J T Pieterse
(Appointed 7 November 2024 and resigned 2 June 2025)
G P Schuler
(Appointed 7 November 2024)
G S Gujral
(Appointed 8 October 2024)
B Odedra
(Appointed 2 June 2025)
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the Directors individually have taken all the necessary steps that they ought to have taken as Directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

HGPE ASG ASSETCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
On behalf of the board
G S Gujral
Director
4 July 2025
HGPE ASG ASSETCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The Director is responsible for preparing the Director’s report and the financial statements in accordance with applicable law and regulations.

Company law requires the Director to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with applicable law and Section 1A of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (UK Generally Accepted Accounting Practice applicable to Smaller Entities).

Under company law the Director 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 director is required to:

The Director is 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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

HGPE ASG ASSETCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HGPE ASG ASSETCO LIMITED
- 4 -
Opinion

We have audited the financial statements of HGPE ASG AssetCo Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, Balance Sheet, and Notes to the Financial Statements, 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 Section 1A '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 Company's affairs as at 31 December 2024 and of its profit 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a year of at least twelve months from when the original financial statements were 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. 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.

HGPE ASG ASSETCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HGPE ASG ASSETCO LIMITED (CONTINUED)
- 5 -

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 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.

In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director’s Report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where 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 Director's 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 prepare the financial statements in accordance with the small Companies regime and 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’ responsibility statement set out on page 3, 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.

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:

HGPE ASG ASSETCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HGPE ASG ASSETCO LIMITED (CONTINUED)
- 6 -

The extent to which the audit was considered capable of detecting irregularities including fraud

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

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

we identified the laws and regulations applicable to the Company through discussions with Directors and other management, and from our commercial knowledge and experience of the renewable energy sector;

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, health and safety legislation;

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and examining legal expenditure; and

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;

tested journal entries to identify unusual transactions;

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation; and

enquiring of management as to actual and potential litigation and claims.

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

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

A further description of our responsibilities 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 auditor's report.

HGPE ASG ASSETCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HGPE ASG ASSETCO LIMITED (CONTINUED)
- 7 -

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

Use of our report

This report is made solely to the Company’s 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.

 

 

Christopher Walford BSc ACA (Senior Statutory Auditor)

For and on behalf of Albert Goodman LLP, Statutory Auditor

 

Goodwood House

Blackbrook Park Avenue

Taunton

Somerset

TA1 2PX

 

 

7 July 2025
HGPE ASG ASSETCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(20,512)
(18,861)
Operating loss
(20,512)
(18,861)
Interest receivable and similar income
574
656
Loss before taxation
(19,938)
(18,205)
Tax on loss
4
-
0
-
0
Loss for the financial year
(19,938)
(18,205)

All activities are derived from discontinuing operations.

 

The Company has no recognised gains or losses other than those included in the results above.

HGPE ASG ASSETCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
5
73,832
76,004
Cash at bank and in hand
753
24,649
74,585
100,653
Creditors: amounts falling due within one year
6
(147,470)
(153,600)
Net current liabilities
(72,885)
(52,947)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(72,886)
(52,948)
Total equity
(72,885)
(52,947)

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

The financial statements were approved by the board of directors and authorised for issue on 4 July 2025 and are signed on its behalf by:
G S Gujral
Director
Company registration number 08393152 (England and Wales)
HGPE ASG ASSETCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information

HGPE ASG AssetCo Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sixth Floor, Capital Tower, 91 Waterloo Road, London, SE1 8RT.

1.1
Accounting convention

These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

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

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

1.2
Going concern

The Company's trade of leasing fixed assets has ceased. Notwithstanding the Company's net liabilities of £72,885 the Company will have sufficient funds to support an orderly wind down, by way of funding from its ultimate parent Atrato Onsite Energy Holdco Limited.true

 

Atrato Onsite Energy Holdco Limited has indicated its intention to continue to make available such funds as are needed by the Company, and that it does not intend to seek repayment of the amounts due at the balance sheet date, for a period of at least 12 months from the date of approval of these financial statements. Consequently, the Company will be liquidated once all liabilities have been settled and once all debtor balances have been realised. On this basis, the Directors have determined that these financial statements should be prepared on a non-going concern basis.

1.3
Cash and cash equivalents

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

1.4
Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

 

Trade and other 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 or other 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.

HGPE ASG ASSETCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
Classification of financial liabilities

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 and other 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 year 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.

 

Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.

1.5
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

1.6
Taxation

The tax expense recorded in the Profit and Loss Statement represents the sum of the current tax payable for the year and the movement in the year of the deferred tax liability.

Current tax

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

Deferred tax

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

2
Judgements and key sources of estimation uncertainty

Due to the fact of the Company's business having ceased and having considered the key sources of income and expenditure, Balance Sheet items and the Company's accounting policies, the Directors do not believe there are any critical accounting judgements or key sources of estimation uncertainty, other than the going concern basis of preparation as set out above.

HGPE ASG ASSETCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
3
Employees

There were no employees in the current or prior year. No Directors' remuneration was paid in either period.

4
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(19,938)
(18,205)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(4,985)
(4,278)
Unutilised tax losses carried forward
4,985
4,278
Taxation charge for the year
-
-
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
70,249
75,758
Other debtors
3,583
246
73,832
76,004
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,494
1,716
Amounts owed to group undertakings
132,451
139,238
Accruals and deferred income
13,525
12,646
147,470
153,600

Amounts owed to group undertakings are repayable on demand but the Directors will only seek repayment if sufficient funds are available to make the repayment. Repayment may therefore take place after more than one year in certain instances.

7
Financial commitments, guarantees and contingent liabilities

As part of the loan note agreement with A Shade Greener (F2) Ltd, the Company has entered into a cross group guarantee with A Shade Greener (F2) Ltd, HGPE ASG Finance Limited and HGPE ASG Ltd. At the balance sheet date, the maximum liability under the cross group guarantee for the Company was £23,394,679 (2023 - £24,857,000).

HGPE ASG ASSETCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
8
Events after the reporting date

There have been no significant events since the balance sheet date to the date of signing of the Annual Report and Financial Statements.

9
Ultimate Controlling Party

As at 31 December 2024, the immediate parent Company was HGPE ASG Limited. Following a group restructuring post year end, the ultimate controlling party is Brookfield Corporation by virtue of its shareholding, a company registered in Ontario, Canada. The registered office is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario, M5J 2T3.

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