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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
COMPANY INFORMATION
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JERA NEX LIMITED
CONTENTS
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JERA NEX LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024. JERA Nex Limited (the Company) is incorporated in the United Kingdom (registered in England and Wales) and is the holding company for the renewable energy business of JERA Co., Inc. (‘JERA Co’). The Company is a private limited company limited by shares.
Launch of the new business
In a strategic move, we launched the new business as the holding company for JERA Co’s global renewable energy operations. This integration of renewable projects under our leadership is designed to streamline operations and enhance our focus on sustainability.
Acquisition and Integration of renewable projects from other associated entities under the leadership of the Company, as part of the launch of JERA Nex
We acquired a 395 MW solar project in the US, our first fully owned solar operating asset, from Lightsource bp.
We have acquired shares in six renewable energy companies, including 225 MW of operational offshore wind projects in Taiwan and 43 MW of operational offshore wind projects in United Kingdom, from entities under common control of JERA Co.
Increase in headcount and build out of teams
To support our expanding operations, we have significantly increased our headcount, building out teams across various functions. This expansion is critical to sustaining our growth and enhancing our capacity to deliver on strategic objectives.
Joint venture to combine respective offshore businesses agreed with BP in December 2024
In December 2024, we formally agreed to establish a joint venture, JERA Nex bp, with BP plc (‘BP’) to combine our respective offshore wind businesses. This partnership is poised to leverage our combined expertise and resources, driving innovation and reinforcing our commitment to renewable energy.
The Company and BP have agreed to work together to complete the formation of JERA Nex bp, subject to regulatory and other approvals, by end of the third quarter of 2025. The Company's offshore wind assets will also be transferred to the joint venture thereafter. As of the 31 December, no transfer of assets had been completed under the agreement.
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JERA NEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company faces a number of business risks and uncertainties either directly or indirectly through the investments held
1. Health and safety The construction and operation of renewable energy assets involve inherent health and safety risks, including working at height, electrical hazards, and remote site conditions. JERA Nex is committed to maintaining a zero-harm culture and complies with international HSE (Health, Safety, and Environment) standards. The Company conducts regular safety audits, provides comprehensive training, and fosters a proactive safety culture across all levels of the organization. 2. Regulatory and Policy Risk Changes in energy policy, subsidy regimes, or environmental regulations in key markets may affect project viability, timelines, or returns. The Company monitors regulatory developments closely and engages with stakeholders to anticipate and adapt to policy shifts. 3. Market and Economic Risk The Company is exposed to market risk (including currency risk and interest rate risk), credit risk and liquidity risk in the normal course of business. These risks are limited by the Company’s financial management policies and practices described below. There has been no change to the Company’s exposure to financial risks or the manner in which these risks are managed and measured. Volatility in foreign currencies, energy prices, inflationary pressures, and macroeconomic instability can impact project economics and investment decisions and may impact the funding from the Company. JERA Nex monitors its exposure to these types of risks on a regular basis. The Company maintains working capital in non-GBP currencies (namely USD, JPY and EUR). Since the Company’s functional currency is GBP, these monetary assets are subject to FX translation volatility. It is Company policy to regularly monitor the movements in FX rates and their translation impact on the profit and loss, and to date, it has been decided not to enter foreign currency contracts to mitigate this volatility. We see no reason to change this policy and will continue to proactively manage our working capital in such a way that minimises profit and loss impact. At the year end, the FX translation impact recognised through the profit and loss was £0.6m profit (2023: (£4.2m) loss). 4. Project Execution and Operational Risk Delays in permitting, supply chain disruptions, or construction overruns can affect project delivery. Additionally, operational risks such as equipment failure or underperformance of assets may impact revenue. The Company applies rigorous project management, asset monitoring and O&M protocols to manage these risks. 5. Climate and Environmental Risk Physical risks from climate change, such as extreme weather events, may disrupt operations or damage infrastructure. JERA Nex integrates climate resilience into project design and site selection, and aligns with the JERA Group’s sustainability and decarbonization goals. 6. Technology and Innovation Risk The rapid pace of technological change in the renewables sector presents both opportunities and risks. Failure to adopt or integrate new technologies could affect competitiveness. The Company invests in innovation and collaborates with partners to stay at the forefront of industry developments, and continues to explore opportunities to support the production of low-carbon fuels (green hydrogen, ammonia etc) 7. Country, Geopolitical and Supply Chain Risk Operating across multiple jurisdictions exposes the Company to risk of political instability, geopolitical tensions, trade restrictions, and supply chain vulnerabilities. JERA Nex maintains diversified supplier relationships and
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JERA NEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
conducts regular risk assessments to ensure business continuity.
8. Financial and Funding Risk Access to capital and fluctuations in interest rates can influence project financing and returns. The Company maintains strong relationships with financial institutions and adheres to prudent financial management practices. 9. Liquidity risk The Company’s main source of revenue is generated by dividend income, service level agreements with other JERA Co entities and is required to fund Head Office SG&A costs. As a result, the company is currently dependent on finance support from JERA Co, dividend distributions from its operating assets and project divestments. Liquidity is managed closely monthly and reported to the Board to ensure future cash requirements are met.
The key performance indicators (KPIs) that we closely monitor include investment balance, turnover, and earnings before interest, taxes, depreciation and amortization (EBITDA). During the current year, we continued to grow the JERA Nex group through a combination of project and platform acquisitions and asset transfers from the wider JERA group. As a result, investments increased by 41.3%.
This investment activity has had an impact on turnover due to additional sources of management fee revenue. However a few revenue agreements have been terminated in 2024, driving turnover to decrease by 22.5%. Alongside the platform acquisitions and asset transfers there arose related professional and due diligence expenses that ultimately offset this growth in turnover and contributed significantly to the fall in EBITDA. Further to the increased professional expenses, to support the Company’s growth ambitions, in 2024 we recruited an additional 23 staff to drive targeted business growth; full time employees increased to 32 (2023: 9). Naturally, this contributed to increased overheads alongside the professional expenses related to investments; as a result, EBITDA decreased by 126.7% to a loss of £12,072 thousand (2023: £5,326 thousand loss).
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JERA NEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Board of Directors of the Company consider that they have acted in the way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole having regard to the stakeholders and matters set out in s.172(1) (a-f) of the Companies Act 2006 during the year ended 31 December 2024.
Section 172 of the Companies Act 2006 mandates that a director of a Company must act in a manner they consider, in good faith, to promote the success of the Company for the collective benefit of its members. In doing so, section 172 requires directors to consider, among other factors:
∙the likely long-term consequences of their decisions;
∙the interests of the Company's employees;
∙the need to foster the Company's business relationships with suppliers, customers, and others;
∙the impact of the Company’s operations on the community and environment;
∙the importance of maintaining a reputation for high standards of business conduct;
∙the need to act fairly between members of the Company.
In fulfilling their section 172 duties, the directors consider all the aforementioned matters. While the Board has overall responsibility for managing relationships with our stakeholders, it delegates some of the practical matters for engaging with stakeholders to the Chief Executive Officer and the Leadership Team. The Company’s key stakeholders include its employees, business partners, suppliers and the community. The directors take into account the perspectives of all these stakeholders in their decision-making processes. Engagement with these stakeholders occurs through various channels, including:
∙Employees: Monthly newsletters and meetings keep employees informed about new business, project progress, and new hires.
∙Business partners: The nature of the Company’s investments demonstrates its commitment to building long-term, sustainable relationships with business partners. Regular reviews of investments and meetings with business partners gives the opportunity to share feedback on the relationships.
∙Suppliers: The Company maintains close relationships with key suppliers through regular feedback and periodic meetings. The Group’s procurement approach requires suppliers to share core values consistent with those of the Group, with contract terms aligning the interests of both parties.
∙Community: The Company engages with local stakeholders for near its projects to hear their views and concerns.
In considering the above, the Company is also mindful that it is a wholly owned subsidiary of JERA Co., Inc, for which it has relied on capital funding of investments.
This report was approved by the board on 16 July 2025 and signed on its behalf.
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JERA NEX 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.
The loss for the year, after taxation, amounted to £4,803 thousand (2023 - loss £6,581 thousand).
The Company did not pay any dividends during the year ended 31 December 2024.
The directors who served during the year were:
Nathalie Oosterlinck (appointed 14 April 2023) Yoko Dochi (appointed 4 April 2024) Going concern The financial statements have been prepared on the assumption that the Company will continue as a going concern. In assessing the Company's ability to continue as a going concern, the directors have considered the Company's cash flows, liquidity, and business activities. Cashflow forecasts have been prepared which reflect the impacts of the Company's recent acquisitions, as disclosed in Note 11, and the related increase in the Company's activities in support of the JERA Group's growth strategy. Furthermore, JERA Co. Inc. (Parent Company) has committed to providing financial support to the Company for the period up to 31 December 2026 from the date of approval of the Company's financial statements. Through inquiries of the Parent Company to understand available liquidity, the directors have assessed the Parent Company's ability to provide this support. As a result, at the date of this statement, the directors conclude that the Company will be able to pay its liabilities as and when they fall due and that the Company has sufficient resources to continue as a going concern for a period up to 31 December 2026 from when the financial statements are authorised for issue. Accordingly, the directors consider it appropriate to adopt the going concern basis in preparing the financial statements.
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JERA NEX LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The future development of JERA Nex Limited will be centered around several strategic initiatives that aim to enhance our competitive position and drive long-term growth. These initiatives are aligned with our overall vision to lead in the renewable energy sector and create sustainable value for our stakeholders. The key areas of focus are as follows:
Joint Ventures and Transfer of Offshore Business
∙We will continue to explore and establish joint ventures with strategic partners to leverage mutual strengths and expand our offshore business operations. The transfer of the offshore business to these joint ventures will enable us to tap into new markets and enhance our operational efficiency.
Development of onshore strategy
∙A significant emphasis will be placed on developing our onshore strategy to complement our offshore initiatives. By diversifying our portfolio, we aim to mitigate risks and seize opportunities in both onshore and offshore markets, thereby strengthening our market presence.
Build out of regional businesses
∙We will focus on the build-out of regional businesses to ensure a robust and resilient operational framework. This involves expanding our regional footprints, optimizing local resources, and tailoring our services to meet regional demands effectively.
∙These initiatives reflect our commitment to driving innovation, fostering sustainable growth, and delivering value to our shareholders. We are confident that these strategic directions will position JERA Nex Limited for a prosperous future.
The Company has not undertaken any research activities in 2024 and 2023.
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JERA NEX LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
In accordance with Section 172 of the Companies Act 2006, the directors of JERA Nex Limited recognise their duty to promote the success of the Company for the benefit of its members, while having regard to the interests of key stakeholders, including suppliers, customers, and others with whom the Company engages.
Engagement with Suppliers JERA Nex Limited relies on a global network of suppliers and contractors to deliver complex renewable energy projects safely, on time, and to high standards. The Company is committed to fostering long-term, collaborative relationships with its supply chain partners. In 2024, we:
∙Maintained regular dialogue with key suppliers to ensure alignment on project timelines, quality expectations, and sustainability goals.
∙Promoted responsible sourcing practices, including adherence to our Supplier Code of Conduct, which covers human rights, labour standards, environmental stewardship, and anti-corruption.
∙Worked closely with suppliers to mitigate the impact of global supply chain disruptions, particularly in relation to critical components for offshore wind and solar projects.
Engagement with Customers As a developer and operator of renewable energy assets, JERA Nex Limited’s customers include utilities, corporate offtakers, and grid operators. In 2024, we:
∙Continued to build strong relationships with offtakers through transparent communication and reliable delivery of clean energy.
∙Supported customers in achieving their decarbonisation goals by offering tailored renewable energy solutions, including power purchase agreements (PPAs) and long-term energy contracts.
∙Engaged in joint innovation initiatives to explore emerging technologies.
Engagement with Other Stakeholders
JERA Nex Limited also engages with a broad range of other stakeholders, including local communities, regulators, industry bodies, and joint venture partners. In 2024, we:
∙Conducted community consultations and environmental impact assessments for new projects to ensure local voices were heard and considered.
∙Collaborated with government agencies and industry groups to support the development of regulatory frameworks that enable the growth of renewable energy.
∙Strengthened partnerships with co-investors and joint venture entities to align on governance, risk management, and shared sustainability objectives.
The Board receives regular updates on stakeholder engagement activities and considers stakeholder interests in its decision-making processes. This approach supports the Company’s long-term strategy and reinforces our commitment to responsible and sustainable business practices.
The directors of the Company have the benefit of directors’ and officers’ liability insurance maintained by JERA Co. The Company has not granted any qualifying indemnities to the Directors.
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JERA NEX LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
As required by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, the Company's energy use and greenhouse gas (GHG) emissions are set out below.
The data relates to the 12-month period from 1 January 2024 to 31 December 2024. Total energy consumption 43,425 kWh Emissions from purchased electricity 9 tCO2e Total gross emissions 9tCO2e Intensity ratio 0.28 tCO2e/FTE Primary energy efficiency measures implemented The Company leases its office space and is therefore limited in its ability to implement efficiency measures. However, as a renewable energy organisation, every employee is made aware of their commitment to minimise their carbon impact both at work and in their everyday activities, particularly with regards to international travel. All employees are encouraged to prioritise the use of video conferencing facilities wherever possible.
Methodology
The Company leases office space with shared spaces, for the purpose of conducting renewable energy investment and asset management operations. The Company’s energy consumption arises from a leased that office, and the amount is 43,425kWh. The energy consumption is an estimation based on information provided by the landlord for the office space leased by the Company.Based on the Environmental Reporting Guideline, we calculated CO2 emissions by multiplying energy consumption of 43,425 kWh by the emission factor of 0.20705 kg CO2/kWh. Furthermore, we divided the emissions by the average number of employees for the period (32) to calculate CO2 emissions per employee. We will continue to strive to reduce CO2 emissions per employee.
See the note 21 of the financial statements for details of the post-balance sheet events.
The auditors, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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JERA NEX LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on
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JERA NEX LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic Report, 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Nathalie Oosterlinck Director
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JERA NEX LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED
We have audited the financial statements of JERA Nex Limited 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 1 to 22, including material accounting policy information. The 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).
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.
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 17 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
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JERA NEX LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED (CONTINUED)
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 Report.
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. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Strategic Report or the Directors' Report.
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JERA NEX LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED (CONTINUED)
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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 101 and the Companies Act 2006) and relevant tax compliance regulations in the jurisdictions in which the company operates.
∙We understood how JERA Nex Limited is complying with those frameworks by making enquiries of management. We corroborated our enquiries through our review of board meeting minutes, correspondence received from regulatory bodies, as well as consideration of the results of our audit procedures across the company and did not identify any contradictory evidence.
∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where they considered there was susceptibility to fraud. We also considered performance indicators and their propensity to influence efforts made by management to manage revenue and earnings. We considered the programs and controls that the company has established to address risks identified. Where the risk was considered to be higher, including areas impacting the company's key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatements. These procedures included testing of manual journal entries and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.
∙Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiries of management and those charged with governance and journal entry testing with a focus on journals meeting our defined risk criteria based on our understanding of the business.
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.
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JERA NEX LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED (CONTINUED)
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 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.
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
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JERA NEX LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
REGISTERED NUMBER: 11668305
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 19 to 40 form part of these financial statements.
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JERA NEX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
JERA Nex Limited is a private company limited by shares, incorporated in England and Wales. The address of the registered office is 27 Bush Lane, London, United Kingdom, EC4R 0AN. The Company changed its name from Jera Green Ltd on 26 March 2024. The Company's principal activity is to provide office administrative services and investments in green energy companies.
2.Material accounting policies
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 material accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙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 paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 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 JERA Co. Inc. as at 31 March 2025 and these financial statements may be obtained from JERA Co. Inc., Nihonbashi Takashimaya Mitsui Building 25th Floor 2-5-1 Nihonbashi, Chuo-ku, Tokyo.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
The directors consider it appropriate to prepare the financial statements on a going concern basis. This assessment was based on the directors' consideration of the Company's cash flows, liquidity, and business activities. Cashflow forecasts have been prepared which reflect the impacts of the Company's recent acquisitions, further details disclosed in Note 11, and the related increase in the Company's activities in support of the JERA Group's growth strategy.
Furthermore, JERA Co. Inc. (Parent Company) has committed to providing financial support to the Company for the period up to 31 December 2026 from the date of approval of the Company's financial statements. Through inquiries of the Parent Company to understand available liquidity, the directors have assessed the Parent Company's ability to provide this support.
As a result, at the date of this statement, the directors conclude that the Company will be able to pay its liabilities as and when they fall due and that the Company has sufficient resources to continue as a going concern for a period up to 31 December 2026 from when the financial statements are authorised for issue. Accordingly, the directors consider it appropriate to adopt the going concern basis in preparing the financial statements.
Changes in accounting policy
New standards, interpretations and amendments effective Management regularly assesses the impact of new and amended International Financial Reporting Standards (IFRS) standards and interpretations. New and amended IFRS standards and interpretations are implemented from their mandatory effective dates at the latest. Effective from 1 January 2024, we have implemented the following new or amended standards (IAS and IFRS) and interpretations:
∙Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases
∙Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation of Financial Statements
∙Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements
The adoption of the new and amended standards has not had a material impact on the entity in the current and prior reporting periods and is not expected to have a material impact in future reporting periods. The following amended and new standards, approved by the IASB, were not effective as at 31
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
December 2024 and therefore have not been applied in preparing these financial statements.
∙Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
∙Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
∙Amendments to IFRS 9 and IFRS 7 – Power Purchase Agreements
∙Annual Improvements to IFRS Accounting Standards—Volume 11
∙IFRS 18 – Presentation and Disclosure in Financial Statements
∙IFRS 19 – Subsidiaries without Public Accountability: Disclosures
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the company. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
Functional and presentation currency
Transactions and balances
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
The timing of satisfaction of its performance obligations relates to the typical timing of payment, obligations for returns, refunds and other similar obligations. The principles in IFRS are applied to revenue recognition criteria using the following 5 step model: 1. Identify the contracts with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognise revenue when the performance obligations are satisfied by the entity Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. The Company has elected to apply the recognition exemption under IFRS 16 for short-term leases. Lease payments on leases with a lease term of 12 months or less are recognised as an expense on a straight-line basis over the lease term. No right-of-use assets or lease liabilities are recognised for these leases.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
Deferred tax is measured using the balance sheet liability method, providing for all temporary differences between the carrying amounts and the tax base of assets and liabilities. Deferred tax is measured on the basis of management’s planned use of the asset or settlement of the liability respectively. Deferred tax assets are recognised at the value at which they are expected to be utilised either by elimination against tax on future earnings or by offsetting against deferred tax liabilities.
Deferred tax is measured in accordance with the tax rules and tax rates that will apply under the legislation enacted at the balance sheet date when the deferred tax is expected to crystallise in the form of current tax. Changes in deferred tax as a result of changes in tax rates are recognised in profit / (loss) for the year. Deferred tax is only recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences, unused tax losses or credits can be utilised.
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:
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.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
Investments are reviewed for impairment at each reporting date, if events and changes in circumstances indicate that the carrying amount may not be recoverable. 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 fair value less costs of disposal and it's value in use. Associates and joint ventures are held at cost less impairment.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
Debt instruments at amortised cost
Impairment of financial assets
Financial liabilities
Fair value through profit or loss
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
At amortised cost
Ordinary shares are classified as equity. The incremental costs directly attributable to the issue of new shares or options are recognised in equity as a deduction in the income obtained, net of any tax.
Retained earnings constitute the cumulative total of all current and prior period profits and losses.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for incomes and expenses during the period. However, the nature of estimation means that the actual outcomes could differ from these estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: Impairment of investment Investments are initially measured at cost, which is normally the transaction price. At the end of each reporting period, the Company assesses whether there are any indicators its investments in subsidiaries and the joint venture are impaired. Where indicators of impairment are identified, the Company tests for impairment in line with the requirements of IAS 36: Impairment of Assets. The estimate of the recoverable amount of the investment is based on the expected cash flow from the future operations of the subsidiaries and joint venture. In the year to 31 December 2024, impairment indicators were not identified and thus the Company did not undertake an impairment test.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Debtors (continued)
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates a defined contributions 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 £146,308 (2023 - £34,168). Contributions payable amounted to £34,164 (2023 - £14,407) were payable to the fund at the balance sheet date and are included in creditors.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year the group entered into transactions, in the ordinary course of business, with other related parties that are not wholly owned by JERA Co., Inc. Transactions entered into, and trading balances outstanding at 31 December 2024, are as follows:
The nature of the services agreements with the above related parties are to provide office administrative services, management and professional fees.
Transactions with related parties are settled in cash. The Company considers its directors as its key management personnel. During the year, there are transactions between the Company and the directors which are stated in Note 7. JERA Co., Inc., based in Japan, is the ultimate parent company of JERA NEX Limited. JERA Power International B.V. which is based in Netherlands is a fellow subsidiary company of the JERA Co. Inc. GFS Renewable Energy Limited and MC GFS Investment Company Limited are both UK-based joint venture companies of JERA NEX. JERA Asia, JERA Australia, JERA Energy Taiwan and JERA Middle East are group companies.
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JERA NEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On the 21st of January 2025, shares amounting to SGD 100 were issued in respect to the establishment of JERA Nex Asia. The funds were not paid until the 25th of April 2025. On the 30th of January 2025, shares amounting to $6,000,000 were issued in order to fund additional capital contributions in JERA Formosa II. On the 26th of March 2025, £5,400,000 was received from GFS Renewable Energy Limited in respect to a reduction in capital. On the 28th of March 2025, ¥7,625,038,379 was received from Green Power Investment Corporation in respect to a reduction in capital. On the 22nd of April 2025, the Formosa III investment was liquidated with liabilities being transferred to JERA Nex Limited. A distribution of $1,493,774 was received in respect to the liquidation. On the 7th of May 2025, shares amounting to £100 were issued in respect to the establishment of a subsidiary, JERA Nex OSW Ltd. The funds have not been transferred as at the signing of the financial statements. On the 13th of May 2025, SGD 1,100,000 was paid to JERA Nex Asia in respect of a no interest share holder loan. On the 4th of June 2025, shares amounting to $100 were issued in respect to the establishment of a subsidiary, JERA NEX Finco Limited. JERA Co., Inc. and BP plc will combine their offshore wind businesses and establish a new independent and equally-owned (50:50) joint venture, “JERA Nex bp,” in the 3rd quarter of 2025. The joint venture aims to become one of the world’s leading offshore wind power companies, with a portfolio of operating assets and development projects totaling a potential net generating capacity of 13GW. Both companies plan to commit up to $5.8 billion in investments by the end of 2030. The venture will pursue capital-efficient growth by leveraging asset revenues, accessing competitive external financing, and optimizing portfolio management.
The parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member is
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