The directors present the strategic report for CNG Fuels Ltd (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 March 2025.
The principal activity of the Company and Group continues to be that of the construction, development, and operation of compressed natural gas (Bio-CNG) fuelling stations in the UK. The directors consider the results for the year and the financial position at the year-end to be satisfactory. The Company is still in its growth stage of its business life cycle and it is acknowledged that this continues to be a period of high expenditure, not only relating to capital expenditure, but also as a result of going through a transaction which has resulted in one-off transactional fees in the year. Despite this the directors take confidence from a 15% increase in the number of operating CNG fuelling stations and a 20% increase in gas volume distributed in the year from last year. The Directors do not anticipate any changes in the Company’s and Group’s principal activity going forward.
The Company caters predominantly to the high mileage Heavy Goods Vehicle (HGV) segment, where customers run regular operating cycles with predictable refuelling patterns. The business charges a fixed margin to customers on volumes of Bio-CNG dispensed and passes through the cost directly of the fluctuating wholesale natural gas price and prevailing fuel duty rates determined by HMRC.
The Company mass balances renewable biomethane derived from predominantly waste feedstocks through the natural gas pipeline grid and matches this with quantities of Bio-CNG dispensed to provide customers with 100% renewable Bio-CNG a sustainable low carbon fuel for their vehicles. RTFS is the exclusive supplier of Biomethane to CNG Fuels and has supplied biomethane on a back-to-back, nil mark-up, basis since early 2017.
The Company develops sites for CNG stations to a ‘shovel-ready’ state at which point it sells them to CNG Foresight Limited, its associate company which is jointly held. Accordingly, CNG Foresight owns the majority of the previously developed CNG stations as well as those under construction at the end of the accounting period. CNG Foresight and therefore all of the stations, have been acquired by CNG Fuels post year-end and are now part of the CNG Fuels Group. The development of each site is then managed by the Company as the contractor under fixed price engineering, procurement, and construction ("EPC") agreements with CNG Foresight, with the latter company utilising funds provided by the Foresight Investment Group. Once completed the Company operates the stations on behalf of CNG Foresight for an ongoing service fee in addition to its ownership stake in the associate company. The Foresight Investment Group has deployed an additional £10m to CNG Foresight in relation to this site development programme, bringing the total funding up to £111m to CNG Foresight in relation to this site development programme
The Company completed development and commenced operations of three stations in the year. CNG stations funded and owned by jointly held CNG Foresight opened in Aylesford, Bracknell, a private station for John Lewis Partnership, and Doncaster. The Company also commenced development of its 16th public access station in Livingston during the year, which was completed and began operations post year-end. Development of these sites is funded through the CNG Foresight entity.
Results and dividends
The loss for the financial year amounted to £20,534,490 (2024: £15,958,807) as shown on page 14 and the net liabilities of the Group amounted to £36,131,513 (2024: £16,210,312) as shown on page 15.
Revenue increased in the year primarily driven by a 20% increase in gas distribution and a 20% increase in the average gas price for the year compared financial year 2024. The decline in net assets is primarily due to the impact of the total comprehensive loss for the year, which was driven principally by significant increases in one-off transaction costs (£570,000) and finance costs on the working capital loans (£15,283,002). The capital and interest of the working capital loans were converted into shares as part of the post year end transaction with the Foresight Group.
The primary commercial business risks and uncertainties affecting the Group relate to considerations specified below. In addition to these risks, the Group is also exposed to cash flow, credit, liquidity and foreign exchange risk. Details of management policies to mitigate these risks are detailed in notes 21, 24 and 28 to the financial statements.
Significant incident or failure at a station
The business supplies compressed natural gas to vehicles that run solely on that fuel, so the loss of availability of supply for customers could materially dent the confidence and slow uptake of the fuel as an alternative to diesel.
Loss of key employees
The business has developed an end-to-end solution for the origination, development and operation of its refuelling stations, and due to their unique nature, has critical know-how dispersed throughout the growing workforce.
Biomethane supply materially impaired
Customers principally adopt compressed biomethane as a fuel for their carbon-saving credentials. The Company strives to provide 100% of its Bio-CNG as Renewable Transport Fuel Obligation ("RTFO") approved biomethane to its customers, but any systematic impairment to the supply from sources or countries would affect the carbon saving credentials to an extent.
Cyber security
The business´s activities require online functionality for certain financial and operational functions, including external software providers, and the business has developed procedures to follow and to test vulnerabilities to online threats.
Health and Safety
The business is involved in station operations, transport and construction and these activities require that policies and procedures are in place and followed in order to protect employees and third parties.
Ongoing Funding Risk
The business is rolling out a rapidly expanding network of Bio-CNG stations to meet growing customer demand, and the continued growth of the network is central to the customer adoption thesis. The sites are capital intensive to develop and therefore the business needs access to reliable and regular sources of funds to continue to develop the stations at an increasing rate.
Competition
The business faces competition from diesel and other mass adoptable alternative fuels including Liquified Natural Gas (LNG) and HVO. These fuels have their own unique characteristics which make them attractive as alternatives, however, on balance, the business feels that market interest is trending towards Bio-CNG as the preferred fuel for the transition towards zero carbon transport.
Policy and regulatory
The business is supported by two principal government-implemented policies and frameworks, the RTFO and the reduction in fuel duty on natural gas compared with diesel.
The RTFO framework is viewed as a robust piece of low carbon transport legislation with no end date and increasing obligations to supply renewable fuels continuing to increase until 2032. The business can generate Renewable Transport Fuel Certificates by supplying RTFO-approved biomethane. These, in turn, enable it to purchase growing supplies of biomethane to meet customer needs.
An HMRC implemented fuel duty differential was extended in 2019 until 2032 at 24.7p/kg against 57.95p/litre of diesel, roughly a two-thirds saving of duty on an energy equivalent basis, and this differential is a direct benefit to customers to enable them to have a reasonable payback period on the additional capital expenditure of buying vehicles that are more expensive to purchase than diesel equivalents.
Technology
Biomethane uptake as an alternative to diesel relies on continued support from the original equipment manufacturers (OEM) development of CNG Heavy Goods Vehicles (HGVs) suitable for our customers’ needs. CNG vehicles are currently produced for UK use in multiple models by two OEMs, Scania and Iveco.
Alternative fuels such as hydrogen and electrically powered vehicles are not yet ready for early adoption due to availability and cost of the vehicles and fuel supply constraints, and therefore the business does not view the adoption of these vehicles as direct competition to the uptake of CNG vehicles running on biomethane for the foreseeable.
Sustained dislocation in input or product prices
Customers in the haulage industry are sensitive to the cost of fuel in their supply chains, so the price at which biomethane can be supplied to its HGV fleets is important to be competitive with diesel as an alternative. Sustained high gas prices, a high electricity price to compress the gas, or a low or negative gas to diesel price spread could impair the speed of uptake of the vehicles. Given the commercial benefits there would likely continue to be a trend towards biomethane as the only market ready mass adoptable alternative fuel for fleets.
Key Performance Indicators (KPIs) help the board assess performance against Group priorities set out during the year.
Volumes: The Company grew volumes dispensed at the operating stations by 20% throughout the period, an increase that reflected both additional numbers of customers as well as existing customers replacing larger numbers of diesel tractor units with CNG tractor units within their annual replacement cycles.
Employees: During the year, the average number of employees increased from 80 to 87, increasing in line with the growth of the company.
Station pipeline: The Company has more than 120 stations at different stages of development in its pipeline and is actively prioritizing those that can facilitate the most rapid uptake of CNG by fleet customers.
Biomethane secured: The company was able to provide 100% renewable biomethane to all customers over the fuel obligation reporting (calendar) year, enabling the maximum reportable carbon savings available for our customers. The company has continued to provide 100% renewable biomethane post year end.
UK capacity and coverage: The Company opened three stations during the year increasing its refuelling capacity for high mileage HGVs from 6500 to around 8000, against a total market size of around 130,000 vehicles in the segment.
Future developments
The principal activities of the Company and the Group are expected to remain unchanged going forward.
In the new financial year commencing April 2025, the Group began operations in CNG Livingston.
Directors of the Company must act in a manner which 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. They must do so in accordance with a set of general principles and duties. These duties are detailed in Section 172 of the Companies Act 2006, summarised as follows:
Consider the likely consequences of any decisions in the long term,
Consider the interests of the Company’s employees,
Need to foster the Company’s business relationships with suppliers, customers and other key stakeholders,
Review and assess the impact of the Company’s operations on the community and the environment,
Maintain a reputation for high standards of business conduct, and
Act fairly between members of the Company.
In discharging its Section 172 duties the Board has considered the factors set out above and the views of key stakeholders, including the creditors of the Company.
The directors consider the needs of various stakeholders of the Company and the wider Group, and ensure engagement, consultation and action with such groups, to the appropriate degrees. This is crucial for building and maintaining positive relationships to help facilitate the long-term success of the Group.
The directors have identified the following key stakeholder groups, the reasons for their importance and how the Company actively engages with them to support the ethos of Section 172:
Employees
Our people are fundamental to achieving success as a business and reaching strategic milestones set by the board. We aim to attract the very best talent and equip our employees with the skills they need to continue to grow the business.
Customers
We engage with our customers to understand their changing needs and ensure we are able to adapt.
Suppliers
We rely on the ability and performance of our suppliers to deliver our principal business activities, and we will continue to build strong partnerships with those suppliers.
Shareholders
We depend on the support our investors provide, and we aim to ultimately return value to our shareholders by carrying out the strategy set by the directors.
Communities in which we operate
We engage with local councils and communities before developing stations in those areas. Environmental assessments are an important part of the development of our stations.
Long term decision making
We have ambitious goals in the long term as a key provider of renewable alternative Fuels in the UK. Long-term
decision making is key for us to continue to meet growing demand and to entrench our position within the industry
for the foreseeable future.
Maintaining a reputation for high standards of business conduct
We endeavour to act ethically and socially responsible in all engagements with stakeholders to maintain high
standards of business conduct.
Act fairly between members of the company
There is a delicate balance in delivering on the long-term strategy of the Company and the impact on stakeholders.
When making decisions we take into consideration the impact on all stakeholders and endeavour to act in a way
that is fair to all stakeholders of the Company.
Approved by the board and signed on its behalf by:
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 13.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 234 of the Companies Act 2006. This was in force throughout the financial period and still in force at the time of approving the financial statements.
Information on the way in which the Directors have had regard to fostering business relationships with key stakeholder groups, and principal decisions and policies around such relationships, are detailed in the Group Strategic Report.
On 11 April 2025, the CNG Fuels Group completed a significant transaction involving its parent undertaking at the time, ReFuels N.V. ("ReFuels), and the Foresight Group ("Foresight"). This transaction has positioned CNG Fuels as a leading clean fuel infrastructure platform with the UK's largest station network for renewable biomethane. The Company is now self-funded and infrastructure-backed, targeting a capacity to serve 20,000 heavy goods vehicles (HGVs) per day by the end of 2028. Currently, CNG Fuels is refuelling 10% of the UK’s 4x2 fleet, with new 6x2 CNG trucks from Iveco and Scania opening a market six times larger. The transaction provides a strong foundation for value creation, with significant potential upside from the sourcing of biomethane and RTFCs. This strategic alignment of biomethane sourcing, refuelling infrastructure, and certificate generation under one entity unlocks new sources of capital, enabling CNG Fuels to double its capacity over the next three years. The transaction was undertaken to achieve these goals by restructuring the capital and borrowings of the Group, and to consolidate the other relevant UK entities under one company, being CNG Fuels Ltd.
The transaction resulted in the following business combinations arising with CNG Fuels Ltd as the acquirer on 11 April 2025. All acquisitions are now held by CNG Fuels with 100% ownership, except where otherwise stated:
CNG Foresight Limited and subsidiaries
CNG Investments Limited
Renewable Transport Fuel Services Limited and subsidiaries (78.43% owned)
In addition to the impact of the business combinations detailed within this note, the transaction restructured the debt and equity composition of CNG Fuels, with the principal changes being as follows:
The loans payable to Foresight as detailed in note 23 of £32.6 million were deemed repaid.
The parent company at the reporting date, ReFuels, now owns 40% of the ordinary share capital of CNG Fuels, which will be its only assets following the transfer of shares in the RTFC generating business.
ReFuels has a return (ratchet) mechanism that may increase its share of distributions from CNG Fuels up to 55%, based on the valuation of CNG Fuels in certain future value realisation scenarios.
Foresight received £167.97 million in shareholder debt and equity instruments from CNG Fuels, elements of which carrying a 10% coupon per annum.
ReFuels received £15.95 million in shareholder debt and equity instruments from CNG Fuels, elements of which also carry a 10% coupon per annum.
ReFuels and Foresight can accrue an additional return of up to £18 million each over three years, dependent on milestones that are based on successful distributions from the RTFC generating business.
On 8 July 2025, CNG Fuels purchased land in Magor for £2.1 million in anticipation of the construction of a new CNG Station which will begin development later in the year.
Please refer to the Group's strategic report for information around the future developments of the Group.
In line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below.
The data relates to UK emissions for the 12-month period from 1 April 2024 to 31 March 2025.
The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. Therefore, energy use and emissions are aligned with financial reporting for the UK subsidiaries and exclude the non-UK based subsidiaries, joint ventures and associates that would not qualify under the 2018 Regulations in their own right. The emissions disclosed within this report is exclusive of our customers' use of compressed natural gas dispensed from our sites.
The 2024 UK Government GHG Conversion Factors for Company Reporting published by the UK Department for Environment Food & Rural Affairs (DEFRA) are used to convert energy use in our operations to emissions of CO2e.
Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method. This reflects the average emission of the grid where energy consumption occurs. Data sources include billing, invoices and internal systems. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage.
Other significant estimations/assumptions made include benchmarking of electricity consumption (based on floor area and industry benchmarks) at offices in Glasshouse and London which account for only a minor amount of total consumption and where consumption information in kWh was unavailable.
We operate our fleet of 16 vans on Bio-CNG fuel. In our scope 1 reporting the CO2 emissions value is accounted for at net ‘0’ to account for the CO2 absorbed by bioenergy sources during their growth. We account for the N2O and CH4 emissions (not absorbed during growth) in our scope 1 reporting. In line with DEFRA reporting guidelines we report an additional “outside of scopes” figure which accounts for the biogenic CO2 released during combustion of the fuel.
We have chosen to report our gross emissions against turnover. Our emissions intensity for FYE March 2025 was 4tCO2e per £m turnover.
The nature of our business is the supply of 100% Biomethane CNG fuel for transport, Bio-CNG is over 90% lower in emissions than conventional diesel alternatives. We operate our fleet of 16 vans on Bio-CNG fuel.
Following the successful completion of the transaction with Foresight on 11th April 2025, the Group has significantly improved its financial position and visibility over future funding. The transaction has enabled the conversion of the full working capital loan and accrued interest from Foresight into equity in CNG Fuels, thereby eliminating the short-term repayment obligation that existed as of 31 March 2025. The transaction has also facilitated the Group’s access to surplus cash flows generated by the CNG station network and from Renewable Transport Fuel Services Ltd, enhancing liquidity and operational sustainability.
The Group continues to expand its network of Bio-CNG stations to meet growing customer demand. While the development of these sites remains capital intensive, the improved funding structure and access to cash flow streams from the two new Group entities provide a more stable foundation for continued growth. The directors now have increased confidence in the Group’s ability to meet its financial obligations and to continue operations for the foreseeable future.
Based on the latest cash flow forecasts, the stabilisation of renewable transport fuel certificate prices, and the successful completion of the transaction with Foresight, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis has been adopted in preparing the financial statements.
We have audited the financial statements of CNG Fuels Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group and parent company statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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
Other information
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 our audit:
the information given in 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 directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in 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.
As explained more fully in the directors’ responsibilities statement set out on page 9, 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 group and the parent
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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the group and parent company’s industry and its control environment, and reviewed the group and parent company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include data protection legislation, anti-bribery legislation; modern slavery legislation; operator licencing & vehicles legislation; dangerous goods legislation; employment legislation; and health and safety legislation.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the group and parent company for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be revenue recognition and management override.
Our audit procedures to response to the risk within revenue recognition include:
Obtaining an understanding of the revenue recognition process within the entity, and confirming whether this is in line with relevant standards
Verifying revenue recognised to relevant underlying documentation on a sample basis.
Our audit procedures to response to the risk of management override include:
Reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements
Reviewing accounting estimates & judgements for biases
Performing risk-based sample testing on the posting of journals for any unusual or unexpected transactions which may indicate risks of material misstatement due to fraud or error
Enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations
Reading minutes of meetings of those charged with governance
Reviewing legal and professional expenses accounts for indications of undisclosed litigation, claims or instances of non-compliance
Evaluating the business rationale of any significant transactions identified that are unusual or outside the normal course of business
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations.
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
CNG Fuels Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, United Kingdom, RG41 5TS. The company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of CNG Fuels Ltd and all of its subsidiaries.
The financial statements are prepared in sterling, which is the functional currency of all the entities in the Group. Monetary amounts in these financial statements are rounded to the nearest £.
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
The consolidated group financial statements consist of the financial statements of the parent company CNG Fuels Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The Group recognises revenue from the following major sources:
Sales of natural gas
RTFC revenue
Reimbursement of operating costs
Station management fees
EPC contracts
The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:
Natural gas sales relate to charges for the cost of natural gas drawn by customers. Natural gas prices are market driven which fluctuate monthly due to a range of micro and macro economic factors. Natural Gas revenue is recognised at the point of sale and customers are invoiced monthly. The point of sale is the point at which gas is dispensed to the customer. Revenues relating to natural gas are presented gross of fuel duty tax chargeable to customers and payable to HMRC, in line with industry standard accounting practices relating to production taxes. The Group records sales of natural gas on a gross basis as it is the principal in the relationship with the customer.
Renewable transport fuel certificates (RTFC) revenue arises from the sale of such certificates to customers with revenue being recognised at the point the RTFC is earned, being the point at which the related gas is dispensed to customers and qualifying biopremium is purchased to generate the RTFC. There is no right of return or warranty on the RTFC, hence revenue is recognised in full without any such provision.
Revenue relating to the reimbursement of operating costs is derived from recharges of costs incurred by the Group in its operation and management of fuel stations owned by the respective legal entities within the CNG Foresight Limited group (the Group's associate), and other third party fuel stations. Recharges are made at cost and invoiced to customers monthly as the costs are incurred by the Group.
Revenue relating to the Station Management fees is derived from charges levied by the Group to entities for which it is engaged to operate and manage Stations. Revenue is recognised as the services are delivered to customers on a monthly basis. Customers in this respect are fuel stations owned by the respective legal entities within the CNG Foresight Limited group (the Group's associate), and other third party fuel stations.
EPC contract revenue relates to services delivered by the Group to customers, principally entities within the CNG Foresight Limited group (the Group's associate), for the Engineering, Procurement and Construction (EPC) of Compressed Natural Gas (CNG) dispensing stations in the UK. The Group recognises EPC revenue as specific milestones in the EPC process are satisfied, as specified within the underlying contracts in place with the customer to which the development is being delivered. Any revenue invoiced in advance of a milestone being fulfilled is deferred accordingly. The revenue recognition basis is consistent with the output basis method as permitted by IFRS 15.
Assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
In the financial statements of the parent Company, interests in subsidiaries, associates, joint ventures and other unlisted investments 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.
In the consolidated financial statements of the Group, other unlisted investments continue to be held as per the policy detailed above. Interests in associates and joint ventures are measured initially at cost and then subsequently recognise the Group's share of profit and other comprehensive income, as permitted under the equity method detailed in IAS 28.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds a long-term interest and has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities (joint ventures).
Other unlisted investments are those made in entities where neither control, significant influence or a joint control arrangement exists, due to the percentage of voting share capital owned by the group being below the threshold required to demonstrate such control or significant influence.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The Group recognises financial liabilities when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
The Group enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk. These are held as financial instruments at fair value as they represent instruments held for trading purposes of the business rather than that held for speculative investments, and there is an demonstrable traded market for such instruments, which gives rise to a monetary value of such derivatives.
The tax expense represents the sum of the tax currently payable and deferred tax.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted which are calculated by a series of commercial business valuations using models including discounted cash flows and the Black Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Share based payment expenses are recognised on behalf of the ultimate parent company for the options available to the staff of the Group. These charges are based on the share price available on an open market exchange.
At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of rental premises that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
Research and development costs
Research and development costs disclosed in note 5 to the Group financial statements, relate to costs incurred by the Group to get locate, identify and develop prospective CNG station sites to a "shovel ready" state. The costs are recognised as they are incurred.
In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Group. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:
Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).
Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):
Lack of Exchangeability (Amendments to IAS 21)
Annual Improvements to IFRS Accounting Standards — Volume 11
Amendments to IFRS 9 and IFRS 7 — Amendments to the Classification and Measurement of Financial Instruments
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Group.
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgements and assumptions which have a significant risk of causing a material adjustment to financial statements are outlined below.
The Group operates a number of CNG stations which dispense natural gas to customers. These stations are typically owned by separate legal entities outside of the Group. Due to the nature of the contracts with the stations and external customers, management have judged that the Group's position within the supply chain is that of a principal, rather than an agent on behalf of the CNG stations. As such, revenues charged to the end customer in relation to natural gas sales, and costs incurred that are recharged to the stations, are presented gross within the Group's income statement. The significance of this judgement is that under an agency basis, these revenues and costs would be presented net, resulting in a material reduction in the Group's turnover and cost of sales.
More information on the accounting policies relating to revenue recognition can be seen in accounting policy 1.5, in the notes to the financial statements.
Management has exercised significant judgement in determining the appropriate presentation of recharged operating costs within CNG Fuel’s income statement. Specifically, management has concluded that it acts as a principal rather than an agent in relation to the provision of goods and services including electricity, repairs, and other operating costs recharged to the CNG Foresight Group.
This judgement is based on an assessment of control indicators under IFRS 15, including whether CNG Fuels obtains control of the goods or services before they are transferred to the customer. In each case, management has determined that control does not pass to the CNG Foresight Group prior to onward provision, and therefore management have concluded that CNG Fuels acts as the principal in these transactions with external suppliers.
As a result, both the revenue from recharges and the associated costs are presented gross in the income statement. The significance of this judgement is that under an agency basis, these revenues and costs would be presented net, resulting in a material reduction in the Group's turnover and cost of sales.
Management do not believe there to be any key sources of estimation uncertainty which have a significant risk of causing a material adjustment to the financial statements.
The Group assesses all of its investments for indicators of impairment and recoverability at the reporting date. This involves making judgements about the recoverable value of such assets achieved either through use or sale of the asset, to assess for any impairment required to the carrying value stated within the financial statements. Recoverability is assessed through a combination of reviewing the net asset values of the business concerned and their ability to generate future economic benefits and cash flows for the Group.
Gains on disposal of subsidiaries are recognised within other operating income, due to the fact that the business model of the Group, during the year, was to locate and prepare CNG sites for sale. At the point the sites become ready to start development of the station, they are sold to the CNG Foresight Limited group. The gains recognised upon disposal of the subsidiary are therefore recognised as part of the Group's ongoing operational business activities. CNG Livingston Limited noted below was an exception to this practice where the site was partially developed at point of sale.
Gains on the disposal of subsidiaries relate to the accounting profit recognised upon sale of the following former subsidiary undertakings of the Group:
CNG Bracknell Limited. The entire issued share capital of that entity was disposed of for consideration of £100,000 on 9 May 2024. The Group recognised accounting gains upon disposal of £99,900 in relation to the sale of this subsidiary.
CNG Livingston Limited. The entire issued share capital of that entity was disposed of for consideration of £300,000 on 29 October 2024. The Group recognised accounting gains upon disposal of £1,795,273 in relation to the sale of this subsidiary, as the subsidiary held net liabilities of £1,495,273 from the Group's perspective at the time of disposal.
Disposal profit in the prior year was in relation to the following former subsidiaries:
CNG Aylesford Limited. The entire issued share capital of that entity was disposed of for consideration of £300,000 on 15 February 2024. The Group recognised accounting gains upon disposal of £299,900 in relation to the sale of this subsidiary.
CNG Doncaster Limited. The entire issued share capital of that entity was disposed of for consideration of £900,000 on 14 November 2023. The Group recognised accounting gains upon disposal of £899,900 in relation to the sale of this subsidiary.
The accounting gains and losses upon disposals of the subsidiaries listed above are in relation to any difference between consideration received and the net assets or liabilities of the subsidiaries disposed.
The average monthly number of persons (including directors) employed by the group during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
Changes in the value of financial assets at fair value through profit or loss relates to the valuation of forward contract currency contract positions that the Group is party to. At the reporting date no contracts were held.
The taxation credit for the year can be reconciled to the loss per the statement of comprehensive income as follows:
At the reporting date the Group had tax adjusted losses and corporate interest restrictions carried forward of £38,647,108 (2024: £22,025,303*), timing differences relating to accelerated capital allowances of £784,948 (2024: £536,214*) and other timing differences of £20,288 (2024: £26,555). A net deferred tax asset of £9,470,612 (2024: £5,378,911*) has not been recognised, as the timing and probability of future taxable profits arising within the Group against which to utilise these losses and restrictions, is uncertain.
The unused tax losses do not have an expiry date.
*as restated following finalisation of the prior year's tax computations subsequent to the signing of the prior year's financial statements.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Property, plant and equipment includes right-of-use assets, as follows:
More information on impairment movements in the year is given in note 13.
Included within property, plant and equipment are assets held under hire purchase contracts with net book values of £619,613 (2024: £359,106 as restated).
The Group's appropriate share of the profits of the joint venture investments of £2,052,983 (2024: £501,609 loss) in relation to Renewable Transport Fuel Services Limited has been recognised during the year under the equity method of accounting permitted by IAS 28.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The following subsidiaries have claimed exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 March 2025:
CNG Crewe Ltd
CNG Hinckley Limited
CNG Carlisle Limited
CNG Fuels Ltd as parent of the Group and the entities listed has given a statutory guarantee under section 479C of the Companies Act 2006, guaranteeing all of the outstanding liabilities to which the subsidiaries are subject to at the year end.
Details of the Group's associates at 31 March 2025 are as follows:
Associate investments are accounted for using the equity method in these consolidated financial statements as set out within the Group's accounting policies.
CNG Foresight Limited represents an investment whereby the Group exerts significant influence, but does not control or jointly control the entity. The 50% holding of Ordinary shares represent 49% of voting rights, per the terms of the Articles of Association of CNG Foresight Limited.
CNG Foresight Limited draws its statutory financial statements up to 31 March. The Group received no dividends from the associate in either reporting period. The Group's unrecognised share of the associate's loss during the year was £6,226,707 (2024: £6,285,203).
A summary of the financial performance of the associate is shown below:
Revenue: £52,227,565 (2024: £40,278,302)
Loss from continuing operations and total comprehensive loss: £12,453,413 (2024: £12,570,405).
Depreciation charges: £5,590,986 (2024: £4,491,759)
Investment revenues: £1,394 (2024: £4,727)
Finance costs: £11,594,735 (2024: £9,301,869)
Taxation credits recognised: £Nil (2024: £32,498)
A summary of the financial position of this associate at the reporting and comparative date is as follows:
Non-current assets: £93,644,223 (2024: £86,019,236)
Current assets: £20,233,335 (2024: £28,259,487)
Included within current assets above are cash and cash equivalents of £4,269,723 (2024: £8,379,215)
Current liabilities: £9,191,430 (2024: £19,925,601)
Non-current liabilities: £143,170,363 (2024: £120,383,944)
Net liabilities and total equity: £38,484,235 (2024: £26,030,822)
The carrying amount of the Group's interest in this associate is £1 being the nominal share value of the equity holding of the associate. No share of losses are recognised within the financial statements of the Group as the Group is not committed to funding its share of the associate's losses.
Details of the Group's joint ventures at 31 March 2025 are as follows:
Joint venture investments are accounted for using the equity method in these consolidated financial statements as set out within the Group's accounting policies.
Renewable Transport Fuel Services Limited (RTFS) represents an investment whereby the Group shares joint control with 2 other shareholders, but does not individually exert control over the entity.
RTFS draws its statutory financial statements up to 31 March each year. The Group received no dividends from RTFS in either reporting period. The Group recognises its share of profits in line with its shareholding in the joint venture, which was 29.703% for the period to 26 August 2024 and 29.412% to 31 March 2025.
A summary of the financial performance of the joint venture is detailed below for the current and comparative year:
Revenue: £114,921,852 (2024: £75,157,550)
Profit from continuing operations and total comprehensive income: £6,952,418 (2024: £1,783,471 loss).
Depreciation charges: £5,681 (2024: £5,624)
Investment revenues: £28,285 (2024: £30,764)
Finance costs: £17,688 (2024: £73,305)
Income tax: £972,960 expense (2024: £312,586 income)
A summary of the financial position of the joint venture is detailed below for the current and comparative year:
Non-current assets: £40,999 (2024: £71,214)
Current assets: £24,188,182 (2024: £21,047,953)
Included within current assets above are cash and cash equivalents of £3,583,645 (2024: £2,689,330)
Current liabilities: £9,611,652 (2024: £13,528,194)
Net assets and total equity: £14,617,529 (2024: £7,590,973)
The carrying amount of the Group's interest in this joint venture is £6,071,697 (2024: £4,018,714) for which a reconciliation can be seen in note 15 .
Included within trade receivables are £547,699 (2024: £16,971,979) of debts due from related parties conducted under standard payment terms.
Trade receivables are stated net of provisions for bad debts of £nil (2024: £nil). Trade receivables outstanding at the reporting date, for which no provision for bad and doubtful debts has been made, can be analysed with respect to balances past due as follows:
Current within terms: £2,971,608 (2024: £2,195,492)
Within 1 month past due: £1,577,291 (2024: £7,619,274)
1-3 months past due: £174,098 (2024: £9,125,737)
Older than 3 months: £391,015 (2024: £256,441)
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
The Group considers its exposure to credit risk which the directors determine as being the risk that trade receivables or amounts recognised as accrued income to be invoiced, are not recoverable from the counterparty. As such, management has established a framework for the Group to operate in to mitigate and minimise exposure to credit risk. This is achieved by a series of controls and systems to assess the credit worthiness of customers, establish appropriate credit limits and operate an efficient ongoing credit control process. The Group can cease supplies to customers where required but aims to work closely with its customers and maintain open and regular communication to avoid the need to any enforcement action to collect debts past due.
No significant receivable balances are impaired at the reporting end date.
At 31 March 2025, trade receivables are shown net of an allowance for doubtful debts of £nil (2024: £nil). Write-offs relating to bad debts amounted to £28,120 during the year (2024: £nil), whilst new provisions were £nil during the year (2024: £nil).
Management have elected not to provide for any expected credit losses arising against trade receivables and accrued income outstanding at the year end. The directors have considered the historic bad debt record of the Group been immaterial to the Group's operations and the directors have confidence in the credit control processes placed on customer accounts being effective to the extent that the chance of material future bad debts is considered to be remote.
Contract liability balances relate to revenue that is invoiced to contract customers before performance obligations specified in the underlying contracts are satisfied, and hence revenue is recognised. The balance at the reporting date relates principally to EPC revenue invoiced to customers ahead of satisfaction of the corresponding performance obligation, being the construction progress milestones specified in the contracts. Where such revenue is invoiced in advance of completion of the EPC milestone, or for services not yet provided, it is deferred accordingly to the period in which criteria for recognition of the revenue is satisfied. Contract liabilities are recognised on the statement of financial position until the criteria for revenue recognition is fulfilled.
All revenues within contract liabilities are realised within 3 months of the reporting date.
Loans from parent undertaking (Refuels N.V.) are unsecured, carry an interest rate of 2% above the Euro Interbank Offered Rate (EURIBOR) per annum, and are repayable on demand.
Loans from joint ventures (RTFS) were unsecured, carried 5% interest per annum, and were settled in full during the year.
Loans from other related parties (CNG Foresight Holding Limited) are unsecured loans comprised of:
A loan with a principal of £2,000,000 (2024: £2,000,000) matures in April 2025 and carries 10% interest per annum.
A loan with a principal of £10,000,000 (2024: £6,000,000) matures in April 2025 and carries 13% interest per annum. The £10,000,000 facility contains a clause which resulted in the principal due to be repaid being greater than the original amount. This obligation was released post year end.
The principal and any accrued interest will be payable in full at the maturity of each loan. Please refer to note 38 for more information regarding the restructuring of these borrowings post year end.
CNG Foresight Holding Limited holds a fixed and floating charge over all assets of CNG Fuels Limited.
Due to the fixed interest rate nature of the Group's primary borrowings, sensitivity analysis on rate changes on borrowings is deemed to be immaterial to the Group and analysis has not been presented.
The following table details the remaining contractual maturity for the Group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the Group may be required to pay under the terms of contracts entered into.
Liquidity risk arises from the Group's management of its working capital in order to meet its financial obligations as they fall due. Responsibility for liquidity risk management rests with the board of directors and senior finance personnel of the Group, who have established an appropriate liquidity risk management framework suitable to the needs and considerations of the Group's funding and liquidity management requirements. The Group aims to manage its cash position appropriately in order to ensure sufficient liquid cash is available to meet all liabilities as they fall due.
The Group's short term liquidity objectives are to ensure it maintains sufficient working capital to meet its short term liabilities, which primarily consist of trade and other payables and lease liabilities. Working capital requirements are funded through a combination of the gross profits generated by the Group's principal operating activities and short term support available from the wider group and related parties should the need arise. Therefore the Group's key short term liquidity risk response is to ensure the working relationship with customers and suppliers is well managed and maintained to ensure payment terms are adhered to by its customers to enable the Group to settle its onward payables as they fall due.
In the medium to longer term, management continuously monitor forecasts and projected cash flows, and aim to match the maturity profiles of upcoming financial assets and liabilities.
At 31 March 2025, the Group had significant borrowings of £33m all due to mature within 1 month of the reporting date. These debts were restructured in April 2025, as further detailed in note 38 and as such were not deemed to pose a significant liquidity risk to the Group at the reporting date.
Included within trade payables are amounts owed to related parties of £11,915,713 (2024: £25,278,676) conducted under the suppliers' standard payment terms. These related party balances consist of amounts owed to the parent company Refuels N.V., the Group's joint venture investment, RTFS and entities within the associate investment, CNG Foresight Limited group.
Amounts owed to related parties consist of intercompany loans due to CNG Foresight Limited group. These loans are unsecured, carry no interest and are repayable on demand.
Discounted lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The Group applies IFRS 16 Leases as the standard to which it recognises and accounts for its leasing arrangements. Leases of land, buildings and motor vehicles under long term rental and hire agreements are recognised as right of use assets, depreciated over the term of the lease and corresponding lease liabilities recognised for the present value of future payments due under the lease.
Information regarding depreciation charges on right-of-use assets is included in note 14 .
At the year end, the Group held derivative asset positions relating to forward contracts for foreign currency of £nil (2024: £37,533). At the reporting date, no open forward contracts were in place.
Management actively hedge against future component, machinery and compressor purchases in foreign currency using forward contracts to mitigate against fluctuations in the exchange rate. The business enters into fixed price agreements in Euros with equipment suppliers for the purchase of the major components of its refuelling stations. The Group enters into forward contracts to cover the full liability due on delivery of this equipment to sites. The funds to close out these forwards are provided to the business under fixed price EPC contracts with CNG Foresight Limited Group.
Due to the hedging instruments used to mitigate the Group's exposure to exchange rate fluctuations, impacts that would be assessed within a sensitivity analysis are deemed to be immaterial to the Group and analysis has not been presented.
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period. The Group recognises deferred tax assets up to the extent of its deferred tax liabilities. At all reporting dates the Group had sufficient tax adjusted losses to extinguish deferred tax liabilities arising on accelerated capital allowances ("ACAs").
Decommissioning provisions relate to obligations arising from terms included in the lease of the land upon which one of the Group's assets is situated. The Group has an obligation to remove equipment and restore the site to its original condition when the lease commenced and the provision reflects the present value of the expected future cash flows to carry out such work. Economic outflows relating to this provision are expected to arise no earlier than the end of the lease, currently being June 2031. A degree of uncertainty exists as to the timing of such outflows, due to the anticipated renewal of land leases beyond current and optional renewal terms.
Due to the timing of the expected outflow the provision relates to, the present value of the provision has been calculated by inflating forecast costs at 2% per annum, being the UK's long term inflation rate target. The inflated future outflow has then been discounted back to present value using a discount rate of 4.0% (2024: 4.0%), derived from the rate applicable to borrowing instruments available over comparable time periods at the reporting date.
The Company has one class of Ordinary shares which are each entitled to one vote in any circumstance. Each share is entitled pari passu to dividend payments or any other distribution, or to participate in a distribution arising from a winding up of the company.
During the prior year, the Company undertook a share for share exchange with its new parent undertaking, Refuels N.V. at which point share options in place for CNG Fuels Ltd were exercised or novated to replacement option schemes within the parent undertaking.
As such, at both the reporting dates, no further option schemes in CNG Fuels Ltd itself existed or remained outstanding.
The Group has recognised share based payment charges of £613,289 during the year (2024: £1,244,589) in relation to share options granted to employees of the Group, by the parent undertaking, Refuels N.V.
The share premium account represents cumulative consideration received above nominal value on issue of share capital.
The capital contribution reserve represents the cumulative capital contributions to the Group by its ultimate parent undertaking in respect of share based payments.
On 9 May 2024, the Group disposed of its 100% holding in its subsidiary, CNG Bracknell Limited, for consideration of £100,000, satisfied in cash. The net assets of the subsidiary disposed were £100 comprised of trade and other receivables. The Group realised a £99,900 accounting profit on disposal. The subsidiary did not contribute any profit or loss to the consolidated financial statements prior to its disposal.
On 29 October 2024, the Group disposed of its 100% holding in its subsidiary, CNG Livingston Limited, for consideration of £300,000, satisfied in cash. The net liabilities of the subsidiary consolidated into the group at the date of disposal were £1,495,273 comprised of:
Property, plant and equipment of £2,248,413
Trade and other receivables of £659,104
Trade and other payables of £1,864,368
Borrowings of £2,538,422
The Group realised a £1,795,273 accounting profit on disposal. The subsidiary contributed a loss of £8,467 to the consolidated financial statements prior to its disposal.
On 11 April 2025 the Group acquired the remaining voting share capital of CNG Foresight Limited, which at the reporting date of these financial statements was held as an associate investment in which the Group exercised significant influence due to its existing 49% ownership via its holding of the B Ordinary share in issue.
Following the acquisition the Group now owns and controls 100% of the issued share capital of CNG Foresight Limited and thereby its subsidiaries. The CNG Foresight Limited group owns the CNG stations which the Group currently operate and manage.
The book value of the provisional net liabilities acquired on the date control commenced on 11 April 2025 are shown in the table below. At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net liabilities had not been completed.
On 11 April 2025 the Group acquired 100% of the issued share capital of CNG Investments Limited, an entity which owns 49.02% of the issued share capital of Renewable Transport Fuel Services Limited ("RTFS"). As a result of the acquisition, the Group now owns a controlling interest in RTFS of 78.43%.
The book value of the provisional net assets acquired on the date control commenced on 11 April 2025 are shown in the table below. At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net assets had not been completed.
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including the directors.
During the year the group entered into the following transactions with related parties:
Sale to associates in the year relate to revenues invoiced to CNG Foresight Limited, an associate of the Group and its subsidiaries. These transactions were conducted at market rate and are derived from contracts in place covering the fulfilment of EPC Development contracts, reimbursement of operating costs and station management fees provided by the Group.
Sales to joint ventures in the year relate to RTFC revenues charged to RTFS.
Purchases from associates relate to the compression margin charged to CNG Fuels by CNG Foresight Limited group entities, who disperse natural gas from the operating stations to the Group's customers.
Purchase from joint ventures relate to the procurement of Biomethane supplies for the Group from RTFS. These purchases were made at market rate.
Sales of former Group subsidiaries relate to consideration received from CNG Foresight Ltd, for the disposal of a number of the Group's former subsidiary undertakings (see note 36). These transactions were conducted on an arm's length basis, derived from independent valuations established by the purchaser, to which the Group had no influence over.
Interest charged by related parties are on unsecured borrowings made available to the Group carrying interest rates between 5 and 13% (2024: 5 and 12%). The effective interest rate used to amortise the loan is greater than 13% due to the obligation to repay a greater principal value than the original fair value of the loan. Please refer to note 23 for more details on these borrowings.
During the current year, the Group recognised consideration receivable of £880,859 (2024: £nil) from joint ventures (in which the Group is a venturer) in respect of tax losses surrendered by the parent Company to the related party, by way of group/consortium relief.
The Group held lease liabilities with other related parties which incurred lease interest of £11,998 (2024: £17,611).
The following amounts were outstanding at the reporting end date:
Amounts owed to the parent company consist of:
Borrowings of £268,893 (2024: £1,816,590) that carry an interest rate of 2% above the Euro Interbank Offered Rate (EURIBOR) per annum, are unsecured, and are repayable on demand.
Trade payable balances of £453,041 (2024: £nil) conducted on supplier's standard credit terms.
Amounts owed to associates consist of:
Trade and other payable balances due to the CNG Foresight Limited group of £9,077,954 (2024: £13,845,190), which bear no interest and are unsecured. In the case of trade payable balances, these are due within the supplier's standard credit terms. Intercompany loans are repayable on demand.
Amounts owed to joint ventures consist of:
Trade payable balances due to the RTFS of £2,493,154 (2024: £8,689,600), which bear no interest, are unsecured and due within the supplier's standard credit terms.
Borrowings of £nil (2024: £556,301). The loan was unsecured, carried 5% interest per annum, and was settled in full during the year.
Amounts owed to other related parties consist of:
Trade payable balances due of £29,222 (2024: £7,500) conducted under standard credit terms.
Borrowings of £32,574,904 (2024: £13,291,902). The loan are unsecured and carry interest of between 10-13% per annum. Please refer to note 23. The £10,000,000 facility contains a clause which resulted in the principal due to be repaid being greater than the original amount. This obligation was released post year end.
Lease liabilities of £147,157 (2024: £243,768) for the leasing of plant and machinery.
The following amounts were outstanding at the reporting end date:
Amounts due from associates consist of trade receivable balances due from the CNG Foresight Limited group which bear no interest, are unsecured and are due within the Group's standard credit terms.
Amounts owed by joint ventures consisted of unsecured intercompany loan balances which did not carry interest at 31 March 2025. At 31 March 2024, the balance was comprised of of trade receivable balances owed by RTFS. The balances do not bear interest, are unsecured and are due within the Group's standard credit terms.
Other movements on borrowings in the current year relate to non-cash consideration receivable, for tax losses surrendered to unconsolidated fellow group undertakings.
CNG Fuels Ltd is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TS. The Company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements have been prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
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 £.
In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Company. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:
Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).
Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):
Lack of Exchangeability (Amendments to IAS 21)
Annual Improvements to IFRS Accounting Standards — Volume 11
Amendments to IFRS 9 and IFRS 7 — Amendments to the Classification and Measurement of Financial Instruments
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Company.
The Company assesses all of its investments for indicators of impairment and recoverability at the reporting date. This involves making judgements about the recoverable value of such assets achieved either through use or sale of the asset, to assess for any impairment required to the carrying value stated within the financial statements. Recoverability is assessed through a combination of reviewing the net asset values of the business concerned and their ability to generate future economic benefits and cash flows for the Company.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
Property, plant and equipment includes right-of-use assets, as follows:
Included within property, plant and equipment are assets held under hire purchase contracts with net book values of £619,613 (2024: £359,106 as restated).
Details of the Company's principal operating subsidiaries are included in note 16 to the Group financial statements.
Amounts owed by subsidiaries consist of intercompany loans, which are unsecured, do not bear interest and are repayable on demand.
Included within trade receivables are £547,699 (2024: £16,971,979) of debts due from related parties conducted under standard payment terms.
Contract liability balances relate to revenue that is invoiced to contract customers before performance obligations specified in the underlying contracts are satisfied, and hence revenue is recognised. The balance at the reporting date relates principally to EPC revenue invoiced to customers ahead of satisfaction of the corresponding performance obligation, being the construction progress milestones specified in the contracts. Where such revenue is invoiced in advance of completion of the EPC milestone, or for services not yet provided, it is deferred accordingly to the period in which criteria for recognition of the revenue is satisfied. Contract liabilities are recognised on the statement of financial position until the criteria for revenue recognition is fulfilled.
All revenues within contract liabilities are realised within 3 months of the reporting date.
Loans from parent undertaking (Refuels N.V.) are unsecured, carry an interest rate of 2% above the Euro Interbank Offered Rate (EURIBOR) per annum, and are repayable on demand.
Loans from joint ventures (RTFS) were unsecured, carried 5% interest per annum, and were settled in full during the year.
Loans from other related parties (CNG Foresight Holding Limited) are unsecured loans comprised of:
A loan with a principal of £2,000,000 (2024: £2,000,000) matures in April 2025 and carries 10% interest per annum.
A loan with a principal of £10,000,000 (2024: £6,000,000) matures in April 2025 and carries 13% interest per annum. The £10,000,000 facility contains a clause which resulted in the principal due to be repaid being greater than the original amount. This obligation was released post year end.
The principal and any accrued interest will be payable in full at the maturity of each loan. Please refer to note 38 for more information regarding the restructuring of these borrowings post year end.
CNG Foresight Holding Limited holds a fixed and floating charge over all assets of CNG Fuels Limited.
Due to the fixed interest rate nature of the Group's primary borrowings, sensitivity analysis on rate changes on borrowings is deemed to be immaterial to the Group and analysis has not been presented.
Included within trade payables are amounts owed to related parties of £11,915,713 (2024: £22,264,099) conducted under the suppliers' standard payment terms. These related party balances consist of amounts owed to the parent company Refuels N.V., the Group's joint venture investment, RTFS and entities within the associate investment, CNG Foresight Limited group.
Amounts owed to related parties consist of intercompany loans due to CNG Foresight Limited Group. These loans are unsecured, carry no interest and are repayable on demand.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period. The Company recognises deferred tax assets up to the extent of its deferred tax liabilities. At all reporting dates the Company had sufficient tax adjusted losses to extinguish deferred tax liabilities arising on accelerated capital allowances ("ACAs").
Other movements on borrowings in the current year relate to non-cash consideration receivable, for tax losses surrendered to unconsolidated fellow group undertakings.