REGISTERED NUMBER: 08626151 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

DISTGEN HINTON LGC PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

M Ashworth

R C Carnell

J V Zamick

SECRETARY:

J V Zamick

REGISTERED OFFICE:

3 Merietts Court

Long Ashton Business Park Long Ashton

Bristol

BS41 9LB

REGISTERED NUMBER:

08626151 (England and Wales)

AUDITORS:

James

Chartered Accountants

Statutory Auditors

6 Beaconsfield Road

Clifton

Bristol

BS8 2TS

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The trading performance of the company is regarded as satisfactory.

With the turbine operating to predicted levels, the future business outlook is positive.

The directors consider that the appropriate key performance indicators were:

- achievement of gross profit of £419,248 (90%);

- maintenance of liquidity;

- payment of dividend to debenture holders in line with anticipated rates of return to investors.

It is anticipated by the directors that the 2025/26 year will reflect positive revenues and cash flows.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have assessed the major risks facing the company as:

- the technical performance and reliability of equipment to ensure a high level of production and to generate electricity to anticipated levels;

- the impact on future revenues of changes in the economic climate

- the continued support of Government subsidies at contractually agreed levels.

ON BEHALF OF THE BOARD:

J V Zamick - Director

30 May 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the operation of a wind turbine for the generation of electricity.

DIVIDENDS

The total distribution of dividends for the period ended 31 March 2025 will be £41,043.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

M Ashworth

R C Carnell

J V Zamick

Other changes in directors holding office are as follows:

D Potter - resigned 18 December 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, James, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J V Zamick - Director

30 May 2025

Opinion

We have audited the financial statements of Distgen Hinton LGC PLC (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the renewable energy sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

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

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

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

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

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company’s legal advisors.

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

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Catherine Rich (Senior Statutory Auditor)

for and on behalf of James

Chartered Accountants

Statutory Auditors

6 Beaconsfield Road

Clifton

Bristol

BS8 2TS

30 May 2025

TURNOVER

463,847

854,143

Cost of sales

(44,599

)

(44,390

)

GROSS PROFIT

419,248

809,753

Administrative expenses

(377,111

)

(415,785

)

42,137

393,968

Other operating income

-

1,250

OPERATING PROFIT

4

42,137

395,218

Interest receivable and similar income

5,599

2,576

PROFIT BEFORE TAXATION

47,736

397,794

Tax on profit

5

(12,000

)

(105,000

)

PROFIT FOR THE FINANCIAL YEAR

35,736

292,794

PROFIT FOR THE YEAR

35,736

292,794

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

35,736

292,794

FIXED ASSETS

Tangible assets

7

414,049

456,549

CURRENT ASSETS

Debtors

8

393,511

393,811

Cash at bank

296,448

422,018

689,959

815,829

CREDITORS

Amounts falling due within one year

9

201,032

321,257

NET CURRENT ASSETS

488,927

494,572

TOTAL ASSETS LESS CURRENT LIABILITIES

902,976

951,121

CREDITORS

Amounts falling due after more than one year

10

(313,527

)

(350,365

)

PROVISIONS FOR LIABILITIES

12

(66,000

)

(72,000

)

NET ASSETS

523,449

528,756

CAPITAL AND RESERVES

Called up share capital

13

50,000

50,000

Retained earnings

14

473,449

478,756

SHAREHOLDERS' FUNDS

523,449

528,756

The financial statements were approved by the Board of Directors and authorised for issue on 30 May 2025 and were signed on its behalf by:

J V Zamick - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

50,000

266,562

316,562

Changes in equity

Dividends

-

(80,600

)

(80,600

)

Total comprehensive income

-

292,794

292,794

Balance at 31 March 2024

50,000

478,756

528,756

Changes in equity

Dividends

-

(41,043

)

(41,043

)

Total comprehensive income

-

35,736

35,736

Balance at 31 March 2025

50,000

473,449

523,449

Cash flows from operating activities

Cash generated from operations

1

46,176

425,627

Tax paid

(105,105

)

(29,950

)

Net cash from operating activities

(58,929

)

395,677

Cash flows from investing activities

Interest received

5,599

2,576

Net cash from investing activities

5,599

2,576

Cash flows from financing activities

Amount withdrawn by directors

-

(8,025

)

Debenture issue/(repaid)

(36,841

)

(36,841

)

Equity dividends paid

(35,399

)

(63,081

)

Net cash from financing activities

(72,240

)

(107,947

)

(Decrease)/increase in cash and cash equivalents

(125,570

)

290,306

Cash and cash equivalents at beginning of year

2

422,018

131,712

Cash and cash equivalents at end of year

2

296,448

422,018

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

47,736

397,794

Depreciation charges

42,500

42,500

Finance income

(5,599

)

(2,576

)

84,637

437,718

Decrease/(increase) in trade and other debtors

300

(70,476

)

(Decrease)/increase in trade and other creditors

(38,761

)

58,385

Cash generated from operations

46,176

425,627

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

296,448

422,018

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

422,018

131,712

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

422,018

(125,570

)

296,448

422,018

(125,570

)

296,448

Debt

Debts falling due within 1 year

(36,841

)

-

(36,841

)

Debts falling due after 1 year

(350,365

)

36,838

(313,527

)

(387,206

)

36,838

(350,368

)

Total

34,812

(88,732

)

(53,920

)

1.	STATUTORY INFORMATION

Distgen Hinton LGC plc is a company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

Straight line over 20 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

42,500

42,500

Auditors' remuneration

6,500

6,500

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

12,000

105,000

Tax on profit

12,000

105,000

6.

DIVIDENDS

Debenture dividends of £41,043 (2024:£80,600) were payable in respect of the period.

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 April 2024

and 31 March 2025

849,674

DEPRECIATION

At 1 April 2024

393,125

Charge for year

42,500

At 31 March 2025

435,625

NET BOOK VALUE

At 31 March 2025

414,049

At 31 March 2024

456,549

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

244,533

209,781

Amounts owed by group undertakings

73,120

88,120

Prepayments and accrued income

75,858

95,910

393,511

393,811

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Debentures (see note 11)

36,841

36,841

Trade creditors

41,870

6,228

Amounts owed to group undertakings

27,883

27,883

Tax

17,945

105,050

VAT

8,336

17,389

Proposed dividends

34,000

28,359

Accrued expenses

34,157

99,507

201,032

321,257

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Debentures (see note 11)

313,527

350,365

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Debentures

36,841

36,841

Amounts falling due between one and two years:

Debentures - 1-2 years

36,842

36,842

Amounts falling due between two and five years:

Debentures - 2-5 years

110,526

110,526

Amounts falling due in more than five years:

Repayable by instalments

Debentures more

5yrs-instalm

166,159

202,997

The debentures, which are repayable over 19 years, are unsecured and are entitled to the payment of investment income based upon the value of electricity generated.

12.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

66,000

72,000

Deferred

tax

£

Balance at 1 April 2024

72,000

Utilised during year

(6,000

)

Balance at 31 March 2025

66,000

Deferred tax relates to timing differences between the net book value of plant and equipment and the tax written down values net of the impact of tax losses available for offset against future income.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

50,000

Ordinary

£1

50,000

50,000

14.

RESERVES

Retained

earnings

£

At 1 April 2024

478,756

Profit for the year

35,736

Dividends

(41,043

)

At 31 March 2025

473,449

15.	ULTIMATE PARENT COMPANY

Participa Limited is regarded by the directors as being the company's ultimate parent company.

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Entities with control, joint control or significant influence over the entity

During the year the company paid management fees of £42,458 (2024: £42,941) to Smarter Microgrid Limited, a company under the control of J Zamick, a director and major shareholder of the holding company.

During the year the company paid fees of £48,000 (2024: £48,000) to Pro's and Cons Limited, a company under the control of M Ashworth, a director and shareholder of the holding company.

During the year the company paid fees of £72,000 (2024: £72,000) to Warp 9, a business under the control of D Potter, a director and shareholder of the holding company.