Company Registration No. 11144701 (England and Wales)
THREE60 EPCC HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
THREE60 EPCC HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr C J Bruce
Mr W Thain
Mr A J Smith
Ms K R D Murray
(Appointed 13 May 2024)
Secretary
Brodies Secretarial Services Limited
Company number
11144701
Registered office
C/O Brodies LLP
90 Bartholomew Close
London
EC1A 7EB
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
THREE60 EPCC HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 16
THREE60 EPCC HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the Strategic Report and financial statements of Three60 EPCC Holdings Limited (“the Company”) for the year ended 31 December 2024.
Fair review of the business
The Company holds investments in subsidiary companies focused on offering Engineering, Procurement, Construction & Commissioning services across the energy market in key geographic locations, focusing on safely delivering a more complete solution for owners, developers and operators of energy assets.
The main investment, Three60 EPCC Limited, performed well in 2024 producing a profit after tax of £1,669k (2023: £1,522k).
Going concern
At the time of approving the financial statements, the Directors have a reasonable expectation that the company has adequate resources to continue in operation existence for the foreseeable future.
On this basis, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Principal risks and uncertainties
The management of the business and the execution of the Company’s strategy are subject to a number of risks. The key business risks affecting the core activities of the Company are set out below. Risks are reviewed by the board and appropriate processes put in place to monitor and mitigate them.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company monitors the timing of cash flows and align this with its strategic planning. Forecasts are produced to assist management in identifying liquidity requirements and maintaining adequate resources.
The Company’s primary sources of finance are the operating cash flows from subsidiary companies and bank finance.
Credit risk
The Company’s principal financial assets are bank balances and cash and trade and other receivables. Its credit risk is primarily attributable to the trade receivables within subsidiary companies. An allowance for impairment is made where there is an identifiable loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows. The credit risk in liquid funds is limited because the counterparties are banks with credit ratings assigned by international credit rating agencies.
The Companies subsidiary companies have no significant concentration of credit risk, with exposure spread over a number of customers.
Oil and gas market activity
Although the Group is establishing a wider footprint with a more diverse mix of markets, the Group’s principal customers are oil and gas operating companies and as a result the main risk to the Group relates to the oil and gas market activity. The Group considers that volatility in oil and gas activity is a regular part of its business. In addition, the Group is focused on diversifying activity into other energy sectors, and supporting the wider Energy Transition with lower carbon and sustainable energy solutions, and expanding activities in other industrial segments.
THREE60 EPCC HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Future Developments
The strategy of the directors is to continue to grow the subsidiary companies service lines and energy solutions in key geographic locations which will lead to an increase in overall market share and in turn generation of cashflows for Three60 EPCC Holdings Limited.
Ms K R D Murray
Director
18 July 2025
THREE60 EPCC HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company is that of an intermediate holding company.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend (2023: £nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr K Sutherland
(Resigned 7 August 2024)
Mr C J Bruce
Mr S S Shoker
(Resigned 16 July 2024)
Mr W Thain
Mr A J Smith
Mr I S Macdonald
(Resigned 16 July 2024)
Ms K R D Murray
(Appointed 13 May 2024)
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future outlook.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Ms K R D Murray
Director
18 July 2025
THREE60 EPCC HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors are responsible for preparing the strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 judgements and accounting estimates that are reasonable and prudent; and
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 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.
THREE60 EPCC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THREE60 EPCC HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of Three60 EPCC Holdings Limited (‘the company’) for the year ended 31 December 2024, which comprise the statement of comprehensive income, balance sheet, statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
Give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its profit for the year then ended;
Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
Have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
The information given in the 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.
THREE60 EPCC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THREE60 EPCC HOLDINGS LIMITED
- 6 -
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 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
THREE60 EPCC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THREE60 EPCC HOLDINGS LIMITED
- 7 -
Extent to which the audit is considered capable of detecting irregularities, including fraud (continued)
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Jenny Junnier (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
18 July 2025
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
THREE60 EPCC HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Administrative expenses
(11,030)
(22,720)
Interest receivable and similar income
4
32,855
Profit/(loss) before taxation
21,825
(22,720)
Tax on profit/(loss)
5
Profit/(loss) for the financial year
21,825
(22,720)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There are no recognised gains and losses other than those passing through the profit and loss account.
THREE60 EPCC HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
7,244,345
7,244,345
Current assets
Cash at bank and in hand
6,402
849
Creditors: amounts falling due within one year
8
(12,502)
(28,774)
Net current liabilities
(6,100)
(27,925)
Total assets less current liabilities
7,238,245
7,216,420
Creditors: amounts falling due after more than one year
9
(983,715)
(983,715)
Net assets
6,254,530
6,232,705
Capital and reserves
Called up share capital
10
4,155,135
4,155,135
Merger reserve
161,070
161,070
Profit and loss reserves
11
1,938,325
1,916,500
Total equity
6,254,530
6,232,705
The financial statements were approved by the board of directors and authorised for issue on 18 July 2025 and are signed on its behalf by:
Ms K R D Murray
Director
Company Registration No. 11144701
THREE60 EPCC HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Merger Reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
4,155,135
161,070
1,939,220
6,255,425
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
(22,720)
(22,720)
Balance at 31 December 2023
4,155,135
161,070
1,916,500
6,232,705
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
21,825
21,825
Balance at 31 December 2024
4,155,135
161,070
1,938,325
6,254,530
THREE60 EPCC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information
Three60 EPCC Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Brodies LLP, 90 Bartholomew Close, London, EC1A 7EB.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 'Related Party Disclosures' Transactions entered into with any wholly-owned subsidiary of the group; and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The financial statements of the company are consolidated in the financial statements of Three60 Energy Limited. These consolidated financial statements are available from its registered office, c/o Brodies LLP, 90 Bartholomew Close, London, United Kingdom.
1.2
Going concern
At the time of approving the financial statements, the Directors have a reasonable expectation that the company has adequate resources to continue in operation existence for the foreseeable future.true
From a cashflow perspective, the company is supported by its subsidiary, Three60 EPCC Limited, which has confirmed it will provide such funding as is required, to ensure that the company can meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
On this basis, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
THREE60 EPCC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which includes cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
THREE60 EPCC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
5,100
4,900
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was nil (2023 - nil).
4
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
32,855
THREE60 EPCC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
5
Taxation
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
21,825
(22,720)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
5,456
(5,344)
Tax effect of income not taxable in determining taxable profit
(8,214)
Change in unrecognised deferred tax assets
5,680
Group relief
2,758
Remeasurement of deferred tax for changes in tax rates
(336)
Taxation charge for the year
-
-
6
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
7
7,244,345
7,244,345
7
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Three60 EPCC Limited
31-33 Union Grove, Aberdeen, AB10 6SD
Ordinary
100
Three60 Construction and Commissioning Limited
31-33 Union Grove, Aberdeen, AB10 6SD
Ordinary
100
Subsequent to the year-end, the trading activities and assets of Three60 Construction & Commissioning Limited were transferred into Three60 EPCC Limited. Three60 Construction & Commissioning Limited was formally dissolved during February 2025.
THREE60 EPCC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
8
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
19,174
Accruals and deferred income
12,502
9,600
12,502
28,774
Amounts owed to group undertakings were interest free and repayable on demand.
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Preference shares classified as debt
206,067
206,067
Amounts owed to group undertakings
777,648
777,648
983,715
983,715
B2 Preference shares will be repaid an amount equal to 21/79 multiplied by the value of the Category A Loan Notes that are in issue immediately prior to their repayment, on the earlier of eighth anniversary of issue and exit. There are no voting rights attaching to these shares.
Amounts owed to group undertakings in the prior year included Category A loan notes of £777,348 which are interest free and repayable in February 2026.
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
3,314,710
3,314,710
3,314,710
3,314,710
B1 Ordinary shares of £1 each
840,072
840,072
840,350
840,350
Deferred shares of 0.1p each
75,000
75,000
75
75
4,229,782
4,229,782
4,155,135
4,155,135
THREE60 EPCC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Share capital
(Continued)
- 16 -
The specific rights attaching to each share are outlined below.
A Ordinary shares will be repaid first, an amount equal to the subscription price and inclusive of any premium paid for the shares. The shares confer the right to receive notice of, attend, speak and vote at all general meetings and to vote on written resolutions with one vote per share. From time to time appointment of up to three persons as Directors of the Company is permitted.
B1 Ordinary shares will be repaid second, an amount equal to the subscription price and inclusive of any premium paid for the shares. The shares confer the right to receive notice of, attend, speak and vote at all general meetings and to vote on written resolutions with one vote per share.
B2 Preference shares will be repaid third, an amount equal to 21/79 multiplied by the value of the Category A Loan Notes that are in issue immediately prior to their repayment. There are no voting rights attaching to these shares. The B2 preference shares are treated as debt - see note 11.
Deferred shares will be repaid fourth £1 in aggregate. There are no voting rights attached to these shares.
The balance of such assets shall belong to and be distributed amongst the holders of the equity shares, pari passu as if the same constituted one class of share.
11
Profit and loss reserves
The profit and loss reserves represents cumulative profits and losses, less any foreign exchange gains or losses taken to other reserves and dividends paid.
12
Merger reserve
The merger reserve represents the excess over the nominal value of shares issued where the issue of shares is at fair value despite qualifying for merger relief under company law.
13
Events after the reporting date
Subsequent to the year-end, a dividend of £984k was received from Three60 EPCC Limited. At the same time, the B2 preference shares of £207k and amounts owed to group undertakings of £778k in amounts falling due after more than one year were settled in full.
14
Ultimate controlling party
The parent and controlling party is Three60 Energy Limited, a company registered in England and Wales.
The ultimate controlling party of Three60 Energy Limited is considered to be Simmons Private Equity II LP, a Limited Partnership incorporated in Guernsey, by virtue of its ownership of the share capital.
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