Year Ended
Registration number:
BSR Group Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
BSR Group Holdings Limited
Company Information
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Directors |
Mr W R Peters Ms F M Button Mr T F Humpage Mr C A Ramsay Mr M Ozersky Mr C D Bennett |
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Registered office |
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Auditors |
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BSR Group Holdings Limited
Strategic Report
Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group continued to be the development, design, supply and construction of solar and energy storage projects and systems, and the operation and maintenance of solar and energy storage plants.
Fair review of the business
The Group has continued to invest heavily in the future of the business through the continued development of an extensive pipeline of solar and battery storage projects. This extensive pipeline is key for 2025 and beyond as we transition to a full Independent Power Producer (IPP).
The focus of activities for 2025 and beyond will be as follows:
- Development of energy infrastructure projects in the UK and Australia specialising in large scale solar and energy storage projects,
- EPC activity on solar and energy storage plants in the UK and Australia,
- Owning and operating solar and energy storage plants in the UK and Australia,
- Providing first class O&M services to maximise the longevity and efficiencies of solar and energy storage plants for clients and BSR owned assets.
In addition to the above activities, the Group will continue to put ESG matters at the forefront of decision-making, ensuring we go above and beyond what is required across all of our projects.
The Group has invested heavily in its EPC UK and EPC Australia areas of the business ahead of building out its respective pipelines. The result of this focus on core activities is the recognition of a Loss for the year before tax and interest of £16.6m (2023: Loss of £10.5m). In 2024 there has been particular attention on the Group becoming an IPP, which will present further growth in long term profits and operational assets held on its own balance sheet.
The Group adopts the 'Everyone, Safe, Always' mantra across all areas of the business from those working on site to those working in the office. The focus on health and safety is key in safeguarding the business, our employees, our subcontractors, our customers, and the public.
The Group has invested significant time and resources to ensure that our processes are as robust as they can be. We currently hold accreditations for ISO 9001 Quality Management, ISO 14001 Environmental Management Systems, ISO 45001 Occupational Health and Safety and ISO 50001 Energy Management. We continually strive to improve our processes.
Key performance indicators
Overall the above activities generated revenues of £3.2m (2023: £1.8m). From a balance sheet perspective, the net liabilities position of the Group has increased to £25.8m (2023: net liabilities of £7.9m) and the Group has net cash balances of £19.4m (2023: £11.1m) at 31 December 2024. The work undertaken during the period gives the Group a strong foundation for increased levels of activity in 2025 in the UK and Australia.
BSR Group Holdings Limited
Strategic Report
Year Ended 31 December 2024
Principal risks and uncertainties
Operating risks
The key operating risk in 2024 is further changes in the UK, Australia and European regulatory regime which impact the solar and energy storage markets.
Financial risks
The main financial risk is the availability of funding and working capital to finance growth.
Price risk
The Group is exposed to fluctuations in the market prices of goods and services. The Group is proactive in its approach to managing these costs through strong relationships with suppliers and the regular reviewing of costs against budget.
Credit risk
The Group takes all necessary precautions before offering or continuing to offer credit terms to any new and existing customers. All new customers must meet the Group's stringent criteria prior to credit terms being offered. The Group utilise credit reports from reputable credit reference agencies along with industry knowledge and experience to assist in the decision-making process. The credit terms of existing customers are monitored and reviewed on a regular basis with specific consideration given to past trading experience, credit report updates and industry knowledge.
Foreign exchange risk
The Group carries out transactions in foreign currencies and reviews each transaction on a case-by-case basis.
Interest rate risk
The Group's exposure to interest rate risk in the current period was low as it did not have any third-party interest-bearing debt. Following on from the balance sheet date the Group has taken on third-party interest-bearing debt and therefore its exposure has increased. The Group ensures it takes all necessary steps to keep interest rate risk as low as possible through the detailed consideration and implementation of interest hedging instruments. The fair value of such instruments at the balance sheet date were not material.
Approved and authorised by the
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BSR Group Holdings Limited
Directors' Report
Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Financial instruments
Objectives and policies
The group’s principal financial instruments comprise short term trade and other debtors and creditors, balances with group undertakings including shareholder loans, and cash and bank balances. The main financial risks that arise from day-to-day activities are discussed above in the Strategic report.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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BSR Group Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
BSR Group Holdings Limited
Independent Auditor's Report to the Members of BSR Group Holdings Limited
Opinion
We have audited the financial statements of BSR Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.
BSR Group Holdings Limited
Independent Auditor's Report to the Members of BSR Group Holdings Limited
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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 5, 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’s 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.
BSR Group Holdings Limited
Independent Auditor's Report to the Members of BSR Group Holdings Limited
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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:
Enquiring of management, including obtaining and reviewing supporting documentation, concerning the Company’s policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
• the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
Addressing the risk of management override of internal controls, including testing journal entries processed during the year and evaluating whether there was evidence of bias that represented a risk of material misstatement due to fraud; and
Considering the company’s compliance with laws and regulations that have a direct impact on the financial statements including, but not limited to, UK Company Law and UK Tax Legislation, and we considered the extent to which non-compliance might have a material effect on the company financial statements.
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations (discussed above);
• Discussed if any incidents have been reported during the year under The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (“RIDDOR”). We also reviewed accident records;
• Enquiring of management concerning actual and potential litigation and claims; and
• In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
BSR Group Holdings Limited
Independent Auditor's Report to the Members of BSR Group Holdings Limited
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.
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Centenary House
Peninsula Park
Rydon Lane
Devon
EX2 7XE
BSR Group Holdings Limited
Consolidated Profit and Loss Account
Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
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Cost of sales |
( |
( |
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Gross loss |
( |
( |
|
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Administrative expenses |
( |
( |
|
|
Foreign currency gains / (losses) |
(2,940,129) |
(683,616) |
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|
Depreciation and amortisation |
(308,256) |
(28,706) |
|
|
Operating loss |
( |
( |
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|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
|
|
|
Loss for the financial year |
( |
( |
|
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Loss attributable to: |
|||
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Owners of the company |
( |
( |
BSR Group Holdings Limited
Consolidated Statement of Comprehensive Income
Year Ended 31 December 2024
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2024 |
2023 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation gains |
|
|
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
BSR Group Holdings Limited
Consolidated Balance Sheet
31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
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Deferred tax asset |
5,279,403 |
3,076,068 |
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Amounts due from group undertakings |
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- |
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Current assets |
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Stocks |
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Debtors |
|
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Cash at bank and in hand |
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|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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|
|
|
Total assets less current liabilities |
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|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
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Provisions for liabilities - deferred tax |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
3 |
3 |
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Share premium reserve |
7,212,711 |
7,032,501 |
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Profit and loss account |
(32,966,914) |
(14,915,106) |
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|
Equity attributable to owners of the company |
(25,754,200) |
(7,882,602) |
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|
Shareholders' deficit |
(25,754,200) |
(7,882,602) |
Approved and authorised by the
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Company Registration Number: 08146982
BSR Group Holdings Limited
Balance Sheet
31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Amounts due from group undertakings |
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- |
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Deferred tax asset |
289,517 |
372,504 |
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Current assets |
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Stocks |
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- |
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Debtors |
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Cash at bank and in hand |
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|
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|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current (liabilities)/assets |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
3 |
3 |
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Share premium reserve |
7,212,711 |
7,032,501 |
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Profit and loss account |
2,848,272 |
5,454,700 |
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Shareholders' funds |
10,060,986 |
12,487,204 |
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial year of £2,606,428 (2023 - profit of £107,099).
Approved and authorised by the
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Company Registration Number: 08146982
BSR Group Holdings Limited
Consolidated Statement of Changes in Equity
Year Ended 31 December 2024
|
Share capital |
Share premium |
Profit and loss account |
Total |
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At 1 January 2024 |
|
|
( |
( |
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Loss for the year |
- |
- |
( |
( |
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Other comprehensive income |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
( |
( |
|
Sale of treasuy shares |
- |
|
- |
|
|
At 31 December 2024 |
|
|
( |
( |
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
( |
( |
|
At 31 December 2023 |
|
|
( |
( |
BSR Group Holdings Limited
Statement of Changes in Equity
Year Ended 31 December 2024
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Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Loss for the year |
- |
- |
( |
( |
|
Sale of treasuy shares |
- |
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
|
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Profit for the year |
- |
- |
|
|
|
At 31 December 2023 |
3 |
7,032,501 |
5,454,700 |
12,487,204 |
BSR Group Holdings Limited
Consolidated Statement of Cash Flows
Year Ended 31 December 2024
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Note |
2024 |
2023 |
|
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Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
( |
|
|
Foreign exchange gains/losses |
|
|
|
|
( |
( |
||
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Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Decrease/(increase) in trade debtors |
|
( |
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Decrease in deferred income |
( |
( |
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Acquistion of subsidiary undertakings |
- |
(2,611,300) |
|
|
Cash acquired on acquisition |
- |
1,507 |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
|
- |
|
|
Sale of treasury shares |
|
- |
|
|
New shareholder loans in period |
|
|
|
|
Payments to finance lease creditors |
( |
( |
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
19,402,500 |
11,122,542 |
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Summary of disclosure exemptions
The company meets the definition of a qualifying entity under FRS102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to financial instruments, the cash flow statement and key management compensation.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Going concern
The financial statements have been prepared on a going concern basis.
Since the acquisition of the group in 2022, the group have and are investing significantly in developing renewable projects with a view to hold these assets for the foreseeable future. Significant investment is being made in identifying potential development sites, supporting the planning process, the construction phase as well as operating and maintaining the assets. The projects being developed require substantial capital spend.
As the group looks to scale operations during the investment phase, it is expected that the group will report losses. A loss after tax of £19,286,817 (2023: £12,024,186) has been reported for the year to 31 December 2024, which was in line with the directors’ expectation.
During this investment phase, the group are reliant on equity investment from the ultimate principal shareholder. The directors prepare detailed group cashflow forecasts which identify the timing and need for equity drawdowns.
The directors have obtained confirmation from the principal shareholder that they will continue, and have the ability, to provide further equity drawdowns for the foreseeable future, being at least 12 months from approval of the financial statements, to enable the growth of the group.
The directors have also secured additional loan and equity finance since the balance sheet date to fund certain capital projects and group operations, as disclosed in note 23 of the financial statements.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Judgements
The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements. |
Carrying value of work in progress work in progress
Work in progress includes costs associated with the development of solar parks. The directors assess the development costs based on a gate process, whereby each stage in the development cycle is required to go through a robust viability assessment. Certain development costs are incurred prior to planning permission being obtained on sites and are included within work in progress where the directors believe planning will be obtained, based on historical experience. Further to this certain costs incurred may be partially refundable in the event of a project not being taken forward.
Where planning is not expected to be obtained or the proposed development is not currently viable, the associated costs are provided against.
The total value of work in progress that is still subject to obtaining planning permission is £10,330,000. Included within this are specific sites for which the group has secured an option to lease the land,
subject to planning permission being granted. The value of this work in progress amounted to £4,134,000. The directors consider the WIP to be recoverable based on historic experience. A provision of £2,362,000 has been recognised against work in progress at the balance sheet date, which has been recognised as an expense in the period.
Deferred tax assets - utilisation of historical tax losses
The group have taxable losses of £44,831,000 available to utilise in the future. The directors have exercised judgement in the level of taxable losses that they believe the group will be able to utilise in the future based on financial forecasts for solar park projects and the wider group’s activity. A deferred tax asset of £6,038,000 has been recognised in relation to these losses. A number of projects are expected to cover a significant period of time and as such the deferred tax asset has been treated as a non-current asset in the current year. The utilisation of the losses is heavily reliant on the climate and weather conditions within the UK over the medium to long term.
Provisions for decommissioning
At the end lease term, the group are required to reinstate the land occupied to its original state. The Directors take into account the future expected costs of dismantling the solar parks, less any residual value attached to the equipment. The level of provision recorded in the financial statements is £876,230. The directors will continue to monitor the level of provision required based on market information.
Impairment of operational and solar parks under construction
The Directors review for signs of impairment in relation to the operational and solar parks under construction. The Directors will assess the present value of future expected cashflows against the carrying value of the associated assets. No impairment has been recorded in the year.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Revenue recognition
Turnover represents net sales during the year (excluding value added tax) adjusted for accrued and deferred income where applicable. Turnover is recognised when there is a commitment to transfer the significant risks and rewards of ownership to the customer for sales of goods. Sales of services is covered under contract revenue recognition below.
Contract revenue recognition
Long-term contracts are assessed on a contract by contract basis and are reflected in the Consolidated Income Statement by recording turnover and related costs as contract activity progresses based on the percentage completed. Where the outcome of each long-term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the Consolidated Income Statement as the difference between the reported turnover and related costs for that contract.
The completion stage of a contract is determined by reference percentage complete, which can be estimated based on the total costs incurred to date compared to the total expected costs to be incurred.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost of assets, other than solar parks under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Plant and machinery |
33% SL |
|
Operational solar parks |
Over the life of the lease on the land they occupy |
|
Solar parks under construction |
Depreciation commences when operational |
Solar parks are depreciated as soon as the they are fully commissioned and generating revenue.
Intangible assets
Intangible assets are recorded at cost less accumulated amortisation and any provision for impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Software |
20% SL |
Intangible assets are only amortised once the asset is complete is being utilised.
Investments
Investments in subsidiaries are stated at cost less provision for impairment.
Stocks
Work in progress represents the cost of early stage solar park developments. Work in progress is valued at the lower of cost and net realisable value. Cost is based on the cost of purchase and, where relevent, absorbed overheads and staff costs. Net realisable value is based on estimated selling price less additional costs to completion and sale.
Finance costs
Finance costs are included within the cost of fixed assets where they directly relate to a project under construction. These finance costs are only included within fixed assets during the construction phase. Once construction is complete, finance costs are subsequently charged to the Consolidated Income Statement using the effective interest rate method.
Finance costs relating to non site specific borrowings are charged to the Consolidated Income Statement over the term of the debt using the effective interest rate method.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Balances with group undertakings including shareholder loans;
• Bank borrowings; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank borrowings shareholder loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank borrowings and shareholder loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Electricity generation and provision of services |
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Rest of world |
|
- |
|
|
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Operating loss |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Foreign exchange losses |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Engineering, procurement and construction |
|
|
|
Operations and maintenance |
|
|
|
Administration |
|
|
|
Directors |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
- |
|
Contributions paid to money purchase schemes |
|
- |
|
220,698 |
- |
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
- |
|
Company contributions to money purchase pension schemes |
|
- |
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
All except one of the Directors are now remunerated from the immediate parent undertaking.
Key management personnel are considered to be the directors.
|
Auditor's remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements and subsidiary undertakings |
115,000 |
103,000 |
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest on shareholder loans (charged by group undertakings) |
|
|
|
Other finance costs |
|
|
|
|
|
As per the accounting policy of the group, borrowing costs have been capitalised and included within qualifying assets (Solar parks under construction) where borrowings directly relate to an individual project. The capitalisation of borrowing costs cease once the construction phase is complete.
Interest costs of £1,176,441 (2023: £nil) have been capitalised during the year into solar parks under construction.
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax - receipt of group relief |
( |
( |
|
UK corporation tax adjustment to prior periods |
( |
- |
|
(1,519,836) |
(1,167,112) |
|
|
Deferred taxation |
||
|
Deferred tax charge |
( |
|
|
Tax credit in the income statement |
( |
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Effect of foreign tax rates |
- |
( |
|
Deferred tax expense from unrecognised tax loss or credit |
|
|
|
Deferred tax (credit)/expense from unrecognised temporary difference from a prior period |
( |
|
|
Total tax credit |
( |
( |
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Deferred capital allowances |
( |
|
|
Tax losses carried forward |
|
- |
|
Short term timing differences |
|
|
|
|
|
|
2023 |
Asset |
Liability |
|
Deferred capital allowances |
|
|
|
Tax losses carried forward |
|
- |
|
Short term timing differences |
|
- |
|
|
|
The amount of tax losses not recognised in the financial statements is £20,680,000.
For 2024, the deferred tax asset and liability have been shown net as they have originated in the same tax jurisdiction.
|
Intangible assets |
Group and company
|
Computer software |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2024 |
|
|
|
Additions |
|
|
|
At 31 December 2024 |
|
|
|
Amortisation |
||
|
At 1 January 2024 |
- |
- |
|
Amortisation charge |
- |
- |
|
At 31 December 2024 |
- |
- |
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
|
At 31 December 2023 |
|
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Tangible assets |
Group
|
Land and buildings |
Plant and machinery |
Operational solar parks |
Fixtures and fittings |
Solar parks under construction |
Total |
|
|
Cost or valuation |
||||||
|
At 1 January 2024 |
- |
|
- |
|
|
|
|
Additions |
|
|
- |
- |
|
|
|
Transfers |
- |
- |
|
- |
( |
- |
|
Foreign exchange movements |
- |
( |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 January 2024 |
- |
|
- |
- |
- |
|
|
Charge for the year |
- |
|
|
|
- |
|
|
Foreign exchange movements |
- |
( |
- |
- |
- |
( |
|
At 31 December 2024 |
- |
|
|
|
- |
|
|
Carrying amount |
||||||
|
At 31 December 2024 |
|
|
|
|
|
|
|
At 31 December 2023 |
- |
|
- |
|
|
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Included within the net book value of land and buildings above is £61,733 (2023 - £Nil) in respect of short leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2024 |
2023 |
|
|
Plant and machinery |
13,082 |
38,748 |
Company
|
Land and buildings |
Plant and machinery |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
- |
|
|
|
Additions |
|
- |
|
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
- |
|
|
|
Charge for the year |
- |
|
|
|
At 31 December 2024 |
- |
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
- |
|
|
Included within the net book value of land and buildings above is £61,733 (2023 - £Nil) in respect of short leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2024 |
2023 |
|
|
Plant and machinery |
13,082 |
38,748 |
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Investments |
Company
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Provision for impairment |
|
|
At 1 January 2024 |
|
|
Impairment charge |
- |
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Holding |
Proportion of voting rights and shares held |
||
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
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|
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Undertaking |
Holding |
Proportion of voting rights and shares held |
||
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BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Undertaking |
Holding |
Proportion of voting rights and shares held |
||
|
|
|
|
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* Held indirectly
^ Dormant entities
All companies are incorporated in England and Wales and have the same registered office as the company other than:
Incorporated in Netherlands:
• BSR EPC Netherlands B.V - registered office of: Concertgebouwplein 15-H, 1071 LL Amsterdam, The Netherlands.
Incorporated in Australia:
• BSR EPC PTY Limited
• Kerang Solar Plant PTY Limited
• Sulis Holdco Pty Limited
All the Australian companies have a registered office of: Level 8, 1 O'Connell Street, Sydney, NSW 2000
All non dormant subsidiaries are either holding companies or involved in the operation and maintenance, construction and development of solar parks or energy storage units.
|
Subsidiary undertakings |
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Work in progress |
|
|
|
- |
|
Debtors |
|
Group |
Company |
|||
|
Current |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by group undertakings |
- |
|
- |
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
|
|
|
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Group |
Company |
|||
|
Non-current |
2024 |
2023 |
2024 |
2023 |
|
Amounts owed by group undertakings |
|
- |
|
- |
|
|
- |
|
- |
|
Amounts owed by group undertakings have been reclassified as due > 1 year in the current financial period due to the expected repayment profile. All amounts are repayable on demand, however, the payment profile is not expected to be within 12 months of the balance sheet date.
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accruals and deferred income |
|
|
|
|
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Accruals and deferred income |
|
|
- |
- |
|
|
156,250,246 |
63,760,217 |
108,182,288 |
63,564,548 |
||
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
- |
- |
- |
|
Shareholder loans |
|
|
|
|
|
|
|
|
|
|
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Hire purchase contracts |
|
|
|
|
Bank borrowings are due for repayment in full in March 2029 and carry an interest rate of 1.70% plus SONIA. The borrowings are secured against certain fixed assets of the group.
The shareholder loan is repayable in July 2030 and bears interest ar 7% per annum. Interest accrues and compounds quarterly when not paid. The loan is unsecured.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Provisions for liabilities |
Group
|
Deferred tax |
Decommissioning provision |
Total |
|
|
At 1 January 2024 |
|
- |
|
|
Additional provisions |
- |
|
|
|
Increase (decrease) in existing provisions |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
3.01 |
|
3.01 |
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Non adjusting events after the financial period |
|
|
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Analysis of changes in net debt |
Group
|
At 1 January 2024 |
Financing cash flows |
Other non-cash changes |
At 31 December 2024 |
|
|
Cash and cash equivalents |
||||
|
Cash |
11,122,542 |
8,279,958 |
- |
19,402,500 |
|
Borrowings |
||||
|
Borrowings from group undertakings |
(63,564,548) |
(38,322,000) |
(6,295,740) |
(108,182,288) |
|
Bank borrowings |
- |
(47,889,052) |
- |
(47,889,052) |
|
Lease liabilities |
(32,339) |
25,767 |
- |
(6,572) |
|
(63,596,887) |
(86,185,285) |
(6,295,740) |
(156,077,912) |
|
|
|
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|
( |
( |
( |
( |
|
Other non cash changes relate to unpaid interest which is rolled up and added to the borrowings.
|
Financial instruments |
Group
Categorisation of financial instruments
|
2024 |
2023 |
|
|
Financial assets measured at amortised cost |
|
|
|
Financial liabilities measured at amortised cost |
|
|
Financial assets measured at amortised cost comprise cash, trade debtors, amounts owed by group undertakings and other debtors.
Financial liabilities measured at amortised cost comprise hire purchase liabilities, trade creditors, amounts owed to group undertakings, other creditors, bank loans and shareholder loans.
|
Reserves |
Group
Retained earnings are accumlated profits and losses to date.
Share premium represents consideration paid for shares over and above par value.
The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:
BSR Group Holdings Limited
Notes to the Financial Statements
Year Ended 31 December 2024
|
Retained earnings |
Total |
|
|
Foreign currency translation gains/losses |
|
|
|
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The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:
|
Retained earnings |
Total |
|
|
Foreign currency translation gains/losses |
|
|
|
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||
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Parent and ultimate parent undertaking |
The immediate parent company is Owl Investment Bidco Limited, a company registered in England & Wales.
The ultimate parent company is Owl Topco 1 Limited, a company registered in England & Wales.
The largest group in which the results of the company are consolidated is that headed by Owl Topco 1 Limited, a company registered in England & Wales. Copies of the publicly available consolidated financial statements may be obtained from the Registrar of Companies.
The directors do not consider there to be any individual who has ultimate control.