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Registered number: 11668305









JERA NEX LIMITED (FORMERLY JERA GREEN LTD)









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
JERA NEX LIMITED
 
 
COMPANY INFORMATION


Directors
Satoshi Yajima (appointed 14 March 2023)
Nathalie Oosterlinck (appointed 14 April 2023)
Steven Winn (appointed 4 April 2024)
Yoko Dochi (appointed 4 April 2024)
Alfonso Faubel (appointed 19 July 2024)
Susan Shehata (appointed 19 July 2024)




Registered number
11668305



Registered office
27 Bush Lane

London

EC4R 0AN




Independent auditors
Ernst & Young LLP

1 More London Place

London

SE1 2AF





 
JERA NEX LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 4
Directors' Report
 
5 - 9
Directors' Responsibilities Statement
 
10
Independent Auditors' Report
 
11 - 14
Statement of Comprehensive Income
 
15
Statement of Financial Position
 
16
Statement of Changes in Equity
 
17 - 18
Notes to the Financial Statements
 
19 - 40


 
JERA NEX LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

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.
 
Business review

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.   

Page 1

 
JERA NEX LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
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
Page 2

 
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.

Financial key performance indicators
 



2024
2023
%


£000
£000
Change
Investments

2,436,850
1,725,192
41.3
Turnover

1,241
1,601
(22.5)
EBITDA

(12,072)
(5,326)
(126.7)

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).

Page 3

 
JERA NEX LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company (Section 172 statement)
 
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.



................................................
Nathalie Oosterlinck
Director

Page 4

 
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.

Results and dividends

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.

Directors

The directors who served during the year were:

Nathalie Oosterlinck (appointed 14 April 2023)
Yoko Dochi (appointed 4 April 2024)
Ken Matsuda (resigned 4 April 2024)
Satoshi Yajima (appointed 14 March 2023)
Kazuo Sakairi (appointed 4 April 2024, resigned 19 July 2024)
Steven Winn (appointed 4 April 2024)
Alfonso Faubel (appointed 19 July 2024)
Susan Shehata (appointed 19 July 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.

Political contributions

The Company did not make any political donations during the year (2023 - £Nil).

Page 5

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

Future developments

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.

Research and development activities

The Company has not undertaken any research activities in 2024 and 2023.

Page 6

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

Engagement with suppliers, customers and others

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.

Qualifying third party indemnity provisions

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.  

Page 7

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

Greenhouse gas emissions, energy consumption and energy efficiency action

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.


Disclosure of information to auditors

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

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

Post balance sheet events

See the note 21 of the financial statements for details of the post-balance sheet events.

Auditors

The auditorsErnst & Young LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 8

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

This report was approved by the board on 16 July 2025 and signed on its behalf.
 





................................................
Nathalie Oosterlinck 
Director

Page 9

 
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 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

Page 10

 
JERA NEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED
 

Opinion


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 informationThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


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


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of 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.



Page 11

 
JERA NEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Page 12

 
JERA NEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED (CONTINUED)



Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


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.


Page 13

 
JERA NEX LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JERA NEX LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





David Clark (Senior statutory auditor)
  
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
 

16 July 2025
Page 14

 
JERA NEX LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
1,241
1,601

Expenses
    18
(17,905)
(13,739)

Operating loss
  
(16,664)
(12,138)

Income from investments
 8 
4,540
2,593

Interest receivable and similar income
 9 
7,772
2,985

Loss before tax
  
(4,352)
(6,560)

Tax on loss
 15 
(450)
(21)

Loss for the financial year
  
(4,802)
(6,581)

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

The notes on pages 19 to 40 form part of these financial statements.

Page 15

 
JERA NEX LIMITED
REGISTERED NUMBER: 11668305

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible fixed assets
 10 
335
79

Deposit
 12 
-
21

Non-current prepayments
 12 
1,324
1,618

Investments
 11 
2,436,850
1,725,192

  
2,438,509
1,726,910

Current assets
  

Debtors: amounts falling due within one year
 12 
78,878
1,072

Cash at bank
 13 
1,239
29,311

  
80,117
30,383

Creditors: amounts falling due within one year
 14 
(6,516)
(8,357)

Net current assets
  
 
 
73,601
 
 
22,026

Total assets less current liabilities
  
2,512,110
1,748,936

Provisions for liabilities
  

Deferred tax
 16 
-
(21)

  
 
 
-
 
 
(21)

Net assets
  
2,512,110
1,748,915


Capital and reserves
  

Called up share capital 
 19  
2,523,757
1,755,760

Profit and Loss account
  
(11,647)
(6,845)

  
2,512,110
1,748,915


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 July 2025.


................................................
Nathalie Oosterlinck 
Director

The notes on pages 19 to 40 form part of these financial statements.

Page 16

 
JERA NEX LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 1 January 2024
1,755,760
(6,845)
1,748,915


Comprehensive income for the year

Loss for the year

-
(4,802)
(4,802)


Other comprehensive income for the year
-
-
-


Total comprehensive loss for the year
-
(4,802)
(4,802)


Contributions by and distributions to owners

Shares issued during the year
767,997
-
767,997


Total transactions with owners
767,997
-
767,997


At 31 December 2024
2,523,757
(11,647)
2,512,110


The notes on pages 19 to 40 form part of these financial statements.

Page 17

 
JERA NEX LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 1 January 2023
1,000
(264)
736


Comprehensive income for the year

Loss for the year

-
(6,581)
(6,581)


Other comprehensive income for the year
-
-
-


Total comprehensive loss for the year
-
(6,581)
(6,581)


Contributions by and distributions to owners

Shares issued during the year
1,754,760
-
1,754,760


Total transactions with owners
1,754,760
-
1,754,760


At 31 December 2023
1,755,760
(6,845)
1,748,915


The notes on pages 19 to 40 form part of these financial statements.

Page 18

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

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

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following material accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

the requirements of 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.

Page 19

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Details of the parent undertaking in whose consolidated financial statements the Company is included, including its name and registered office, are disclosed in Note 22.

 
2.4

Going concern

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.

 
2.5

Impact of new international reporting standards, amendments and interpretations

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
 
Page 20

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)

 
2.5

Impact of new international reporting standards, amendments and interpretations (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.
 

 
2.6

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pounds GBP. All amounts have been rounded to the nearest thousand pound, unless otherwise indicated.

Transactions and balances

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

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

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

Page 21

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)

 
2.7

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. 

Revenue from providing services is recognised in the accounting period in which the services are rendered in exchange for fulfilling its performance obligations to customers,which is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously according to the contracts with customers.
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   

 
2.8

Operating leases: the Company as lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The
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.

 
2.9

Interest income

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

 
2.10

Pensions

                  Defined contribution pension plan

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

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

Page 22

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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


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.

 
2.12

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Fixtures and fittings
-
20%
per annum. Estimated useful life of 5 years.
Office equipment
-
33%
per annum. Estimated useful life of 3 years.

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.

Page 23

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)

 
2.13

Investments in subsidiaries, associates and joint ventures

Investments are measured at cost less accumulated impairment.
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.

 
2.14

Debtors

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

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

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

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

Page 24

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)

 
2.17

Financial instruments

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

All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is
Page 25

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Material accounting policies (continued)


2.17
Financial instruments (continued)

held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

  
2.18

Share capital and equity

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.

 
2.19

Dividends

Dividend income is recognised when the right to receive payment is established.

Page 26

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and
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.


4.


Turnover

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


2024
2023
£000
£000

Services provided to non-group companies
45
51

Services provided to group companies
1,196
1,550

1,241
1,601


Revenue is recognised in accordance with IFRS 15, based on the satisfaction of performance obligations. Revenue from certain service contracts is recognised over time, where the customer simultaneously receives and consumes the benefits as the Company performs the service. 


5.


Auditors' remuneration

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


2024
2023
£000
£000


Auditors' remuneration
120
81

Page 27

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Employees

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


2024
2023
£000
£000

Wages and salaries
7,295
1,415

Social security costs
646
92

Cost of defined contribution scheme
146
34

8,087
1,541


The average monthly number of employees, including directors, during the year was 32 (2023 - 9).


7.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
1,555
40

1,555
40


The highest paid director received remuneration of £1,382 thousand (2023 - £40 thousand).

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

The directors' emoluments comprise;
1. Fixed salary : £781,375
2. Benefits : £61,712
3. Short-term incentive : £711,667
The amount of £711,667 is receivable by the highest paid director under short term incentive scheme. 
The net value of assets received or receivable by directors under such schemes in respect of such services are nil. 
The number of directors for whom retirement benefits are accruing under defined contribution schemes amount to nil. (
2023 - Nil)

Page 28

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Income from investments

2024
2023
£000
£000

Gains on exchange of investments
-
(2,593)

-
(2,593)




Dividend income from joint venture companies
(4,540)
-

(4,540)
-



9.


Interest receivable and similar income

2024
2023
£000
£000


Interest income from cash pooling arrangement
7,741
-

Interest income from bank deposits
31
2,985

7,772
2,985

Interest income reflects interest earned on cash held in deposit accounts and cash pooling accounts which increased as a result of the increased capital injections facilitating the acquisition of investments.

Page 29

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Tangible fixed assets





Fixtures and fittings
Office equipment
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
47
52
99


Additions
-
320
320


Disposals
(21)
(6)
(27)



At 31 December 2024

26
366
392



Depreciation


At 1 January 2024
14
6
20


Charge for the year on owned assets
11
29
40


Disposals
(3)
-
(3)



At 31 December 2024

22
35
57



Net book value



At 31 December 2024
4
331
335



At 31 December 2023
33
46
79

Page 30

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Investments





Investments in subsidiary companies
Investment in joint ventures
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
1,642,096
83,096
1,725,192


Additions
665,144
85,463
750,607


Return of capital 
(38,949)
-
(38,949)



At 31 December 2024
2,268,291
168,559
2,436,850






Net book value



At 31 December 2024
2,268,291
168,559
2,436,850



At 31 December 2023
1,642,096
83,096
1,725,192

Page 31

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Parkwind N.V.
Belgium
Off-shore green energy production.
Ordinary
100%
Green Power Ishikari Holdings
Japan
Off-shore green energy production.
Ordinary
100%
JERA Storage Investment B.V.
Netherlands
Off-shore green energy production.
Ordinary
  94.03%
JERA Formosa 2 B.V.
Netherlands
Off-shore green energy production.
Ordinary
100%
JERA Formosa 3 B.V.
Netherlands
Off-shore green energy production.
Ordinary
100%
JERA Power RN B.V.
Netherlands
Off-shore green energy production.
Ordinary
100%
JERA Nex Americas LLC
US
Off-shore green energy production.
Ordinary
100%

The Company has made additional capital increases in two subsidiaries that it has owned since last year. One is Parkwind N.V., acquired in July 2023, which owns a portfolio of four offshore wind farms in Belgium. The additional capital injection in this year is £8,139,562. The book value of this investment at the end of the year  is £1,416,958,331.
   
The second, Green Power Ishikari Holdings, was acquired in December 2023 as a result of an equity transfer agreement for the joint venture NJ Green Power LLC, which was realized in December 2023. The book value of this investment at the end of the year  is £232,688,917.
During the year, the Company acquired JERA Power International B.V.'s (JERA PI; a related company under common control) interest in the following subsidiaries. The following are the cost of each investment representing the consideration paid for the ownership interest:
JERA Formosa 2 B.V. £313,809.289  
JERA Formosa 3 B.V. £938,098 
JERA Power RN B.V. £138,880,601 
JERA Storage Investment B.V. £52,647,407

The Company made an investment in JERA Nex Americas LLC during the period. The cost of the investment during the period is £112,368,111.

Page 32

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Joint ventures


The following were joint ventures of the Company:


Name

Registered office

Principal activity

Holding

NJ Green Power G.K.
Japan
Investment in green energy portfolios.
6.57%
GFS Renewable Energy Limited
UK
Investment in green energy portfolios.
  50%
Formosa I International Investment Co., Ltd.
Taiwan
Off-shore green energy production.
  32.5%

During the year, the Company made an additional investment in NJ Green Power LLC (NJGP), a green energy investment company; the carrying value of the Company's investment in NJGP as of December 31, 2024 is £100,638,486. The additional capital injection in this year is £17,542,048.
During the year, the Company acquired JERA PI's interest in the following joint ventures. The following are the cost of each investment representing the consideration paid for the ownership interest:
GFS Renewable Energy Limited. £18,594,099
Formosa I International Investment Co., Ltd. £49,327,230.


12.


Debtors

2024
2023
£000
£000

Due after more than one year

Deposits
-
21

Prepayments
1,324
1,618

1,324
1,639


2024
2023
£000
£000

Due within one year

Amounts owed by group undertakings
77,339
377

Prepayments
526
370

Accrued income
312
97

Other debtors
701
228

78,878
1,072


Page 33

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.Debtors (continued)

Trade receivables from group undertakings are generally on terms of 30 to 90 days.
Cash pooling accounts have been introduced to manage the group's funds efficiently. Whenever there are surplus or insufficient funds, money is lent or borrowed between the header account, which is managed by JERA Co., and the footer account, which is held by JERA Nex. Interest is also granted. Repayment can be made on demand. Therefore, the balance of £77,021,135 is treated as an intercompany short-term loan.
Prepayments pertain to the prepaid insurance for the period from January 2025 to July 2030.
Accrued income pertains to unbilled revenue with respect to administrative services rendered within the accounting period. This includes accruals for services rendered to related parties amounting to £311,604 as of 31 December 2024 (
2023: £96,650).
Other debtors is mainly comprised of repayment from HMRC amounting to £499,950 
(2023 - £45,657).


13.


Cash at bank

2024
2023
£000
£000

Cash at bank and in hand
1,239
29,311

1,239
29,311



14.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Trade creditors
1,024
98

Amounts owed to group undertakings
3,980
5,029

Other taxation and social security
292
1,921

Other creditors
33
14

Accruals and deferred income
1,187
1,295

6,516
8,357


Trade creditors are generally on terms of 30 to 90 days. 
Accruals are accrued payables of administrative expenses.

Page 34

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Taxation

Current tax expense for the period is £449,960 (2023 - £20,629).


2024
2023
£000
£000

Analysis of tax charge/(credit) for the period


Current tax charge
471
-

Deferred tax (credit)/charge
(21)
21

Tax expense
450
21



2024
2023
£000
£000

Reconciliation of tax charge

Operating loss before tax
(4,353)
(6,560)

Tax on loss on ordinary activities at standard CT rate of 25% (PY: 23.52%)
(1,088)
(1,542)

Expenses not deductible for tax purposes
1,277
1,576

Tax rate difference
-
2

Other permanent differences
(118)
-

Utilisation of prior year brough forward losses
-
(15)

Exempt distributions from Formosa 1
(1,135)
-

Withholding tax on dividend income
471
-

Movement in deferred tax not recognised
1,043
-

450
21

As of 31 December 2024, no deferred tax asset is recognised in the statement of financial position pertaining to the unused tax losses of £4,531 thousand.

Page 35

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.

Deferred tax

2024
2023
      £000
      £000
Fixed asset timing differences

-

23
 
Short term timing differences

-

(2)
 
Total deferred tax (asset)/liability

-

21
 
Provision at start of period

21

-
 
Deferred tax charged in the profit and  loss account for the period

(21)

21
 
Provision at end of period

-

21
 

The Finance Act 2021 increased the main rate of corporation tax to 25% from 1 April 2023. This rate was substantively enacted on 24 May 2021 and is, therefore, the rate at which deferred tax would unwind following April 2023. The Company’s deferred tax balances are measured using the corporation tax rates that have been enacted at the statement of financial position date in which the temporary differences are forecast to reverse (25% for all the deferred tax recognised in the balance sheet as they are expected to reverse on or after 1 April 2023).
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised.


17.


Pension commitments

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.

Page 36

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.

Expenses

2024
2023
      £000
      £000
Wages and salaries

8,087

1,541
 
Legal and professional

9,043

556
 
Rent - operating leases

784

321
 
Traveling and entertainment

1,025

282
 
Office expenses

130

97
 
Bank charges

13

2
 
Advertising

345

636
 
Foreign exchange (gain)/loss

(588)

6,790
 
Fixed asset depreciation

40

20
 
Insurance

294

200
 
Irrecoverable VAT

(1,406)

3,287
 
Other

138

7
 

17,905

13,739
 

Last year an exceptional administrative expense was recorded in the form of input VAT, arising from project development services recharged from the ultimate parent company pertaining to the investments acquired, that was deemed irrecoverable.  This amounted to £3,282,155 in 2023. In the current year, an adjustment was made to reflect updated information received through actual invoices, resulting in recoverable VAT of £(1,405,610). The prior year amount was based on a reasonable estimate using the information available at the time.
 
In addition, last year saw the commencement of significant investment into a new joint venture and subsidiaries performed in both EUR and JPY.  Timing differences between capital injections and investments across different currencies, as well as significant professional service charges relating to these investments, resulted in a significant exchange rate variance of £6,789,671 in 2023. This year also saw an exchange rate variance gain of £587,519 due to differences in the timing of capital injections and investments between different currencies.

Page 37

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.

Share capital

Authorised and issued and fully paid.

31 December 2024
31 December 2023
31 December 2023
31 December 2023
   Number '000
      £000
   Number '000
      £000

Ordinary shares of £1.00 each

775,583

775,583

11,000
 
11,000
 
Ordinary shares of €1.00 each

1,655,560

1,423,955

1,655,560
 
1,423,955
 
Ordinary shares of ¥1.00 each

58,942,538

324,219

58,292,538
 
320,805
 

61,373,681

2,523,757

59,959,098
 
1,755,760
 

The Company was incorporated on 8 November 2018 with an initial share capital of 100 fully paid ordinary shares of £1 each. On 10 January 2019, the Company increased its share capital through the issuance of a further 999,900 £1 nominal shares at £1.00 per share. Throughout 2024 there were additional share capital increases of £764,582,882 and ¥650,000,000 with a combined value of £767,996,601 (2023: £1,754,760,281). 
The shares have attached to them full voting, dividend and capital distribution rights. They do not confer any rights of redemption.

Page 38

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.

Related party transactions

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:


Related party transactions
Type of transaction
Transaction during the period
Balance owed
Transaction during the period
Balance owed

2024
2024
2023
2023

£000
£000
£000
£000

JERA Power International B.V.
As a customer
135
-
304
(178)

JERA Australia Pty Ltd.
As a supplier
(16)
-
-
-

JERA Energy Taiwan Ltd.
As a supplier
(904)
(507)
-
-

JERA Middle East
As a supplier
(830)
(124)
-
-

GFS Renewable Energy Limited
As a customer
50
13
50
13

MC GFS Investment Company Limited
As a customer
46
11
50
11

JERA Asia Pte. Ltd.
As a supplier
(301)
(301)
-
-

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.


Page 39

 
JERA NEX LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Post balance sheet events

On the 13th of January 2025, shares amounting to $4,000,000 were issued in order to fund additional capital contributions in JERA Nex Americas LLC.
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.


22.


Ultimate parent undertaking and controlling party

The parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member is Jera Co. Inc., Inc, a company registered in Japan. The registered office address of Jera Co., Inc is Nihonbashi Takashimaya Mitsui Building 25th Floor 2-5-1 Nihonbashi, Chuo-ku, Tokyo.

Page 40