| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Audited Financial Statements for the Year Ended 31 December 2024 |
| for |
| Metka - EGN Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Audited Financial Statements for the Year Ended 31 December 2024 |
| for |
| Metka - EGN Limited |
| Metka - EGN Limited (Registered number: 09627590) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 6 |
| Directors' Responsibilities Statement | 7 |
| Report of the Independent Auditors | 8 |
| Statement of Comprehensive Income | 12 |
| Statement of Financial Position | 13 |
| Statement of Changes in Equity | 15 |
| Notes to the Financial Statements | 16 |
| Metka - EGN Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Northern Assurance Buildings |
| Albert Square |
| 9/21 Princess Street |
| Manchester |
| M2 4DN |
| Metka - EGN Limited (Registered number: 09627590) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| Metka EGN is both an EPC contractor and a renewable energy developer, drawing on the experience of it's ultimate parent company, Metlen Energy & Metals A.E. |
| RESULTS AND PERFORMANCE |
| The company has been successfully securing and delivering solar and battery storage EPC projects for over 5 years. The company is continuing to grow through applying its expertise to the acquisition and development of its own projects. |
| The results of the company show a profit before tax of £8.7m (2023: £5.8m) and shareholders funds of £27.3m (2023: £21.2m). In the prior year, the company started a number of new projects which followed into 2024 with the company completing several existing projects in full. This has meant yielding significant revenues and continuing to drive a strong profit margin. |
| This year includes an exceptional item of £2m in relation to an impairment on investment of shares in two subsidiaries which were sold after the year end to a fellow group company as part of a wider restructuring. |
| BUSINESS ENVIRONMENT |
| Whilst government subsidies and Brexit impacted the renewable industry in the UK, Metka-EGN and its subsidiary companies continue to exploit opportunities at home and overseas. Both the company and the group have a large portfolio of current and future EPC contracts along with maintenance contracts for completed projects which continue to stretch into future years. |
| The recent inflation rates within the UK have caused the prices of materials, labour rates and machinery costs to increase. These cost increases are continually considered when drawing up budgets for project spends and before agreeing on any contract prices with customers. As such, the impact of the inflation alone is deemed fairly minimal as the company seeks to pass on the increased costs to the customers. Further to this, the company has and continues to ensure a contingency sum is factored into each budget which helps protect profit margins against any unexpected cost rises that are out of the company's control. |
| STRATEGY |
| In addition to domestic EPC engagements, Metka-EGN and its subsidiaries continue to develop opportunities |
| overseas, in countries including Kazakhstan, Greece, Chile, Mexico, Portugal and Canada. |
| Furthermore, the company is strongly positioned in the battery storage industry, having successfully completed a number of installations in recent years. It is expected that such projects will form a large part of the new business pipeline in the UK as competition in the solar market intensifies. |
| KEY PERFORMANCE INDICATORS |
| The board monitors the company's progress with reference to key performance indicators. The company has a gross profit margin of 16% (2023: 10%) and a net profit margin of 4% (2023: 4%). As at 31/12/24 the company had amounts recoverable on contracts of £165m (2023: £148m) and amounts invoiced in excess of contract progress of £22.6m (2023: £2.6m). The company aims to be an inclusive and positive employer and there were no adverse employee matters in the year. The company strives to minimise the impact of their construction on the environment and has complied with all relevant environmental legislation and requirements in the period. |
| Metka - EGN Limited (Registered number: 09627590) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| STREAMLINED ENERGY AND CARBON REPORTING |
| In preparing the financial statements advantage has been taken of the exemption to report the Streamlined Energy and Carbon Reporting disclosures, as these figures are included in disclosures reported by the ultimate parent company, Metlen Energy & Metals A.E. Metlen Energy & Metals A.E's Carbon emissions report can be found here . |
| https://www.metlengroup.com/sustainability/reports/ |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. Compliance with regulation, legal and ethical standards is a high priority for the directors and they take an important oversight role in this regard. |
| Prospects for 2025 |
| The group adjusts its strategic planning by focussing on the development of its activities in markets with particular demands, where its prestige and know-how can generates significant added value. |
| The company has a strong portfolio of solar construction contracts for 2025 and expects to continue to capitalise on their expertise to benefit from the ongoing growth of the UK renewable market. |
| The company continues to diversify geographically and within the renewable market through it's revenue streams such as development and battery storage. The company is closely managing potential risks of import delays due to Brexit and is negotiating clauses in contracts to protect themselves from financial risk. |
| Financial risk management |
| The company's activities give rise to multiple financial risks, including the foreign exchange and interest rates related risks; credit risks; and liquidity risks. The essential risk management policies are determined by the group and applied by the group corporate treasury department. |
| Credit Risks |
| The company maintains strict credit controls over customer balance, ensuring that there is no concentration of credit risk outside of the limits deemed acceptable for each individual customer. Credit risk originates from available cash and cash equivalents, deposits with banks and financial institutions and clients with respect to trade receivables. |
| To minimise credit risk on cash reserves and cash equivalents, the company specifies certain limits to its exposure on each individual financial institution and only engages in transactions with creditworthy financial institutions of high credit rating. |
| The company monitors its business claims and adopts policies and practices to ensure that such claims are collected. By way of example, such policies and practices include insuring credits where possible; pre-collection of the value of product sold, and receiving letters of guarantee. |
| Liquidity Risks |
| Liquidity risk is related to the company's need for sufficient financing of its operations and development. The relevant liquidity risks are the subject of management through the meticulous monitoring of debts, financial liabilities and payments made on a regular basis. |
| Metka - EGN Limited (Registered number: 09627590) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The group ensures that there are sufficient available credit facilities to be able to cover its short-term business needs, after the calculation of cash flows arising from the operation as well as cash and cash equivalents which are held. The company can rely on its parent company and other group companies for long-term liquidity. |
| Exchange Rate Risks |
| The company operates at an international level and is therefore exposed to exchange rate risk that arises mainly from the Euro and the US and Canadian dollar. Such risk primarily stems from commercial transactions in foreign currency. For the management of such risk, the group to which the company belongs establishes financial derivative and non-derivative instruments with financial organizations to compensate for adverse movements in foreign exchange rates. |
| Interest Rate Risks |
| The company's assets that are exposed to interest rate fluctuation primarily concern cash and cash equivalents. The company's policy is to invest its cash in floated interest rates so as to maintain the necessary liquidity while achieving satisfactory return for its shareholders. |
| Price |
| The majority of the company's business is conducted via fixed-price contracts. The company undertakes diligence on its customers and where appropriate requires funds to be held on deposit or in escrow. |
| SECTION 172(1) STATEMENT |
| The board of directors of Metka-EGN Limited consider, both individually and together, that they have acted in the way they consider, in good faith, to be most likely to promote the success of the company for the benefit of its stakeholders. |
| The board consider it their duty to create value for clients, business partners and shareholders and strive for business excellence with full respect for society, the environment, employees and partners. This involves: |
| - Creating a welcoming, safe and enjoyable workplace. The company's employees are at the core of everything that they do and the future of the company is underpinned by their work. As a construction business, the safety of employees in the workplace is of the utmost importance. The board has implemented strategies and safeguards to ensure employee safety. The board also aims to ensure that the company is a positive employer that works for the benefit of employees. |
| - Fostering long term relationships with suppliers that are mutually beneficial. The company strives to maintain strong links with suppliers which span multiple years and EPC contracts. This is a key aspect of driving efficiencies and future profitability for the company. |
| -Creating and maintaining a trusted brand and industry reputation. The company is constantly striving to provide the best service to customers, ensuring that projects are completed to a high standard to create relationships that are mutually beneficial. |
| - Considering the impacts of the company on the environment and the wider community. The company is constantly looking for ways to minimise the environmental impact of their activities and is also proud to be working in the renewable energy sector, driving the construction of the renewable future. The company aims to be considerate constructors, ensuring that the impact of construction on the local community and environment is minimised. |
| Metka - EGN Limited (Registered number: 09627590) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| ON BEHALF OF THE BOARD: |
| Metka - EGN Limited (Registered number: 09627590) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| Details of financial instruments can be found in the strategic report. |
| FUTURE DEVELOPMENTS |
| Details of future developments can be found in the strategic report. |
| POST BALANCE SHEET EVENTS |
| The company sold its entire shareholding in Georgetown Intermediate Holding Limited and Sunnynook Intermediate Holding Limited on 31st July 2025 to a fellow group company. An impairment has been provided for at the year end as shown in note 5. |
| 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. |
| ON BEHALF OF THE BOARD: |
| Metka - EGN Limited (Registered number: 09627590) |
| Directors' Responsibilities Statement |
| for the Year Ended 31 December 2024 |
| 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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make 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. |
| Report of the Independent Auditors to the Members of |
| Metka - EGN Limited |
| Opinion |
| We have audited the financial statements of Metka - EGN Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 other information comprises the information included in the report of the directors, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the report of the directors. 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. |
| Report of the Independent Auditors to the Members of |
| Metka - EGN Limited |
| 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 Directors' Responsibilities Statement set out on page seven, 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. |
| Report of the Independent Auditors to the Members of |
| Metka - EGN Limited |
| 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. |
| 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: |
| - Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; |
| - Using Data Analytic Software to identify unusual journal entries, in particular any journal entries posted with unusual account combinations and unusual words: and |
| - Challenging assumptions and judgements made by management in their significant accounting estimates, with regards to construction contracts our procedures included: |
| a) We re-performed the calculation of a sample of contract balances, including agreeing contract prices and budget forecasts; |
| b) We inspected a sample of contracts for key clauses, including contract price, payment terms and liquidated damages; |
| c) We inspected a sample of contract budgets and challenged management on the assumptions made; |
| d) We assessed the recoverability of contract balances by agreeing to post year end invoices and cash receipts; |
| e) We substantively tested a sample of costs incurred to date to check these had been recorded correctly; |
| f) We inspected correspondence with customers regarding variations and compensation events; |
| g) We reviewed contracts concluded in the year to estimates made regarding these contract in previous periods; |
| h) We discussed the status of certain supplier claims with internal legal counsel and where relevant obtained third-party assessments from legal or technical experts contracted by the Company; and |
| i) We ensured disclosures made in the financial statements were adequate. |
| 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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| 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. |
| Report of the Independent Auditors to the Members of |
| Metka - EGN Limited |
| 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. |
| for and on behalf of |
| Northern Assurance Buildings |
| Albert Square |
| 9/21 Princess Street |
| Manchester |
| M2 4DN |
| Metka - EGN Limited (Registered number: 09627590) |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 13,270,531 | 7,105,520 |
| Other operating income |
| OPERATING PROFIT |
| Impairment of investment | 5 |
| 13,242,809 | 7,627,653 |
| Interest payable and similar expenses | 6 |
| PROFIT BEFORE TAXATION | 7 |
| Tax on profit | 8 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Metka - EGN Limited (Registered number: 09627590) |
| Statement of Financial Position |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Owned |
| Tangible assets | 9 | 554,439 | 561,104 |
| Right-of-use |
| Tangible assets | 9, 15 | 1,678,813 | 713,137 |
| Investments | 10 |
| CURRENT ASSETS |
| Inventory | 11 |
| Debtors | 12 |
| Contract assets | 3 | 165,289,665 | 147,582,825 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 13 | ( |
) | ( |
) |
| CONTRACT LIABILITIES |
| Amounts falling due within one year | 3 | (22,552,677 | ) | (2,554,949 | ) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
| NET ASSETS |
| Metka - EGN Limited (Registered number: 09627590) |
| Statement of Financial Position - continued |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| CAPITAL AND RESERVES |
| Called up share capital | 16 |
| Retained earnings | 17 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Metka - EGN Limited (Registered number: 09627590) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Increase in share capital | 2,000,000 | (2,000,000 | ) | - |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Metka - EGN Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| The nature of the company's operations and its principal activities are set out in the business review on page 2. |
| The company has taken advantage of the exemption under s.401 of the Companies Act 2006 not to prepare consolidated financial statements because it is included in the financial statements of Metlen Energy & Metals A.E. which are available at www.metlengroup.com. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
| • | the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; |
| • | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
| • | the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; |
| the requirements of paragraph 58 of IFRS 16; |
| • | the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; |
| • | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
| - | paragraphs 53(a), (h) and (j) of IFRS 16; |
| - | paragraph 79(a)(iv) of IAS 1; and |
| - | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
| • | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
| • | the requirements of |
| - | paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and |
| - | paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7; |
| • | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
| • | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
| • | the requirements of paragraph 74(b) of IAS 16; |
| • | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
| • | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. As required by IFRS 15, revenue in respect of construction contracts is recognised on the basis of work completed. The company invoices its customers on the basis of stage payments as set out in individual EPC contracts. As a result accrued and deferred income (being the difference between revenue recognised in the accounts and invoices issued), is recognised on the balance sheet as contract assets or contract liabilities in respect of construction contracts. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. |
| Tangible fixed assets |
| Fixtures and fittings: 5 years on a straight-line basis |
| Plant and machinery: 3 years on a straight-line basis |
| Motor Vehicles: 8 years on a straight-line basis |
| Leasehold improvements: Over the remaining life of the lease |
| Right-of-use: Over the life of the lease |
| Tangible assets with finite useful lives are carried at cost less accumulated depreciation and accumulated impairment losses. |
| Financial instruments |
| The company only enters into basic financial instrument transactions that result in the recognition of |
| financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently at the undiscovered amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income statement. |
| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date. |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Inventory |
| Stock is valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Stock also includes goods in transit where terms of ownership are to be recognised once the goods have departed the seller but have not yet been received by the Company. |
| Taxation |
| Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Leases |
| Leases are recognized in the statement of financial position as a right to use an asset and a lease obligation, the date on which the leased fixed asset becomes available for use. Each rent is divided between the rental obligation and interest, which is charged to the results throughout the lease, in order to obtain a fixed interest rate for the remainder of the financial liability in each period. |
| The rights to use assets are initially measured at their cost, and then reduced by the amount of accumulated depreciation and any impairment. The right to use is depreciated in the shortest period between the useful life of the component or its duration, with the fixed method. |
| The initial measurement of the rights of use of assets consists of, the amount of the initial measurement of the lease liability, lease payments made on or before the commencement date, reduced by the amount of discounts or other incentives offered, initial costs, which are directly linked to the rent and recovery costs. Finally, they are adjusted to specific recalculations of the corresponding lease liability. |
| Lease liabilities are initially calculated at the present value of rents, which were not paid at the start of the lease. Discounted at the imputed rate of the lease or, if this interest rate cannot be determined by the contract, with the differential lending rate. (IBR). The differential lending rate is the cost that the lessee would have to pay to borrow the necessary capital in order to obtain an item of similar value with the leased asset, in a similar economic environment and with similar terms and assumptions. |
| Lease liabilities include net present value of, fixed leases (including any in-substance fixed leases), variable leases, depending on the rate, residual value expected to be paid, the price of an option to purchase the underlying asset, if the lessor is almost certain to exercise it and penalties for termination of a lease if the lessor chooses this option. |
| After their initial measurement, the lease obligations are increased by their financial cost and are reduced by the payment of rents. Finally, they are reassessed when there is a change: a) to rents due to a change of index, b) to the estimation of the amount of residual value, which is expected to be paid, or c) to the assessment of a choice of purchase or extension, which is relatively Certain that it will be exercised or a right of termination of the contract, which is relatively certain that it will not be practiced. |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Employee benefit costs |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
| Going concern |
| The directors have prepared forecasts of the Company's profitability and cash generation, taking into account the sensitivity of business performance to possible changes in market conditions. After reviewing the forecasts and making such other enquiries as they consider necessary, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources, either from operations or through drawing on the ongoing financial support of the parent company, to continue in operational existence for the foreseeable future. |
| Critical accounting judgements and key sources of estimation uncertainty |
| In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the costs of delivering a contract. The amount of contract revenue recognised is directly proportionate to the percentage of budgeted costs incurred. 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 and any adjustments are recognised in the period in which the budgets are revised. |
| Amounts recoverable on contracts and amounts payable on contracts are disclosed in note 3. |
| Investments in subsidiaries |
| Investments in subsidiaries are accounted for at cost less impairment. The transaction costs are expensed rather than capitalised. |
| Interest income |
| Interest income is due on the intercompany loans and accrues from the date the loan is given until repayment in full on a per annum basis at the agreed interest rate. Interest is calculated in arrears on the basis of actual days elapsed. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 3. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| United Kingdom |
| Europe |
| The company generates its turnover by undertaking engineering, procurement and construction contracts "EPC contracts". The nature of such contracts means that it is impossible to separate the provision of services from the sales of goods and equipment. |
| Revenue from contracts with customers |
| For the year ended 31 December 2023, the company's recognised revenue relating to customers contracts of £150,435,202 (2023: £115,066,979). |
| Contract balances |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Contract assets |
| Current |
| Contract assets | 165,289,665 | 147,582,825 |
| Contract liabilities |
| Current |
| Contract liabilities | 22,552,677 | 2,554,949 |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries | 8,307,900 | 6,684,067 |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Engineering and support staff |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration | 318,872 | 408,643 |
| Directors' pension contributions to money purchase schemes | 8,400 | 6,450 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| Information regarding the highest pad director is as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration | 318,872 | 408,643 |
| Directors' pension contributions to money purchase schemes | 8,400 | 6,450 |
| 5. | EXCEPTIONAL ITEMS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Impairment of investment | ( |
) |
| The impairment of investment relates to an impairment on the shares held within Georgetown Intermediate Holding Limited and Sunnynook Intermediate Holding Limited. These were sold after the balance sheet date to a fellow group company at a loss. |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank interest |
| Related party interest | 3,921,355 | 1,420,427 |
| IFRS 16 lease interest |
| Bonds | 471,176 | 331,464 |
| Bank charges | 27,590 | 17,324 |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 7. | PROFIT BEFORE TAXATION |
| The profit before taxation is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Depreciation - owned assets | 313,154 | 33,986 |
| Depreciation - right-of-use assets | 473,372 | 155,526 |
| Auditors' remuneration | 38,325 | 33,500 |
| Audit-related assurance services | 10,000 | 10,000 |
| Foreign exchange differences | (374,597 | ) | (30,366 | ) |
| Group interest receivable | 1,853,523 | 492,121 |
| 8. | TAXATION |
| Analysis of tax expense |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| Tax |
| Total tax expense in statement of comprehensive income |
| Factors affecting the tax expense |
| The tax assessed for the year is higher (2023 - lower) than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before income tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
2,168,720 |
1,363,860 |
| Effects of: |
| Capital allowances in excess of depreciation | (39,325 | ) | (30,186 | ) |
| Disallowable expenses | 4,568 | 22,197 |
| Impairment of investment | 506,415 | - |
| Tax expense |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | TANGIBLE FIXED ASSETS |
| Improvements |
| Right-of-use | to | Office |
| asset | property | Equipment |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 10. | INVESTMENTS |
| Shares in |
| group |
| undertakin |
| £ |
| COST |
| At 1 January 2024 | 57,604 |
| Additions | 26,434,561 |
| Impairments | (2,025,659 | ) |
| At 31 December 2024 | 24,466,506 |
| NET BOOK VALUE |
| At 31 December 2024 | 24,466,506 |
| At 31 December 2023 | 57,604 |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 10. | INVESTMENTS - continued |
| Metka-EGN Chile S.p.A. (Chile) |
| Metka-EGN owns 7,000,000 x $1CLP ordinary shares in the company, which represents 100% of its share capital. |
| The registered office of the company is: |
| Av Nueva Tajamar 555 Piso 6 |
| Las Condes |
| Santiago |
| 76.513.469-2 |
| Chile |
| The principal activity of the company is EPC within the solar energy industry. |
| Metka-EGN Mexico S. de R.R. de C.V.(Mexico) |
| Metka-EGN owns 4,999 x $1MXN ordinary shares in the company, which represents 99.8% of its share capital. |
| The registered office of the company is: |
| 4338 Periferico Sur |
| Jardines del pedregal de san angel |
| 04500 |
| Ciuded de Mexico |
| Coyoacan |
| Mexico |
| The principal activity of the company is EPC within the solar energy industry. |
| Metka-EGN (Uganda) |
| Metka-EGN owns 100 x UGX 100,000 ordinary shares in the company, which represents 100% of its share capital. |
| The registered office of the company is: |
| 10MW en Bufulubi, |
| Uganda |
| The principal activity of the company is EPC within the solar energy industry. |
| Metka Cyprus Portugal Holdings SGPS, LDA |
| Metka-EGN owns 1 x EUR 1 ordinary shares in the company, which represents 0.1% of its share capital. |
| The registered office of the company is: |
| Avenida da Liberdade no. 249, |
| 8th Floor, |
| 1250-143 Lisbon, |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 10. | INVESTMENTS - continued |
| Parish if Santo Antonio |
| The principal activity of the company is EPC within the solar energy industry. |
| Metka EGN Central Asia |
| Metka-EGN owns so'm 399,600,000 of the ordinary shares in the company, which represents 99.9% of its share capital. |
| The registered office of the company is: |
| 100007, |
| 300-a Parkent Street, |
| Yashnabad district, |
| Tashkent, |
| Republic of Uzbekistan |
| The principal activity of the company is EPC within the solar energy industry. |
| Georgetown Intermediate Holding Limited |
| Metka-EGN owns 100 x CAD 100 ordinary shares in the company, which represents 100% of its share capital. The company sold its entire holding on 31st July 2025 to a fellow group company. |
| The registered office of the company is: |
| 1100-225 6 Ave SW Brookfield Place |
| Calgary |
| Alberta |
| T2P1N2 |
| The principal activity of the company is EPC within the solar energy industry. |
| Mytilineos Canada Operations Limited |
| Metka-EGN owns 1 x CAD 100 ordinary shares in the company, which represents 100% of its share capital. |
| The registered office of the company is: |
| 1100-225 6 Ave SW Brookfield Place |
| Calgary |
| Alberta |
| T2P1N2 |
| The principal activity of the company is EPC within the solar energy industry. |
| Sunnynook Intermediate Holdings Limited |
| Metka-EGN owns 100 x CAD 100 ordinary shares in the company, which represents 100% of its share capital. The company sold its entire holding on 31st July 2025 to a fellow group company. |
| The registered office of the company is: |
| 1100-225 6 Ave SW Brookfield Place |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 10. | INVESTMENTS - continued |
| Calgary |
| Alberta |
| T2P1N2 |
| The principal activity of the company is EPC within the solar energy industry. |
| 11. | INVENTORY |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Stocks |
| 12. | DEBTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Deposits |
| Prepayment | 567,550 | 562,012 |
| Other debtors | 41,992 | 15,683 |
| Called up share capital not paid |
| Accrued income |
| Amounts falling due after more than one year: |
| Other debtors | 327,975 | 292,225 |
| Aggregate amounts |
| No financial assets have been accounted for at fair value. |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Corporation tax |
| Social security and other taxes |
| VAT | 4,253,030 | 3,634,351 |
| Other creditors | 115,932 | 39,201 |
| Accrued expenses |
| Lease liabilities |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
| No financial liabilities have been accounted for at fair value. |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts owed to group undertakings |
| Lease Liabilities |
| Amounts owed to group undertakings falling due after more than one year relate to the loan provided by Mytilineos Financial Partners S.A. Interest is charged on the loan at 2.95% plus FX Swap Cost and is due for repayment by 31 December 2026. |
| 15. | LEASING |
| Right-of-use assets |
| Tangible fixed assets |
| 31.12.24 | 31.12.23 |
| £ | £ |
| COST |
| At 1 January 2024 | 1,005,191 | 617,990 |
| Additions | 1,439,048 | 616,897 |
| Disposals | - | (229,696 | ) |
| 2,444,239 | 1,005,191 |
| DEPRECIATION |
| At 1 January 2024 | 292,054 | 366,224 |
| Charge for year | 473,372 | 155,526 |
| Eliminated on disposal | - | (229,696 | ) |
| 765,426 | 292,054 |
| NET BOOK VALUE | 1,678,813 | 713,137 |
| 16. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £1 | 2,001,000 | 1,000 |
| Metka - EGN Limited (Registered number: 09627590) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 16. | CALLED UP SHARE CAPITAL - continued |
| The total authorised share capital of the company is 2,001,000 x £1 Ordinary shares. |
| 17. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| Issue of share capital | (2,000,000 | ) |
| At 31 December 2024 |
| 18. | ULTIMATE PARENT COMPANY |
| Metlen Energy & Metals A.E (incorporated in Greece ) is regarded by the directors as being the company's ultimate parent company. |
| The immediate parent company is Metka-EGN Ltd, a company incorporated in Cyprus. |
| The directors consider Metlen Energy & Metals A.E to be the company's ultimate parent company by virtue of its indirect interest in 100% of the shares. |
| Metlen Energy & Metals A.E is listed on the Athens and London Stock Exchanges. |
| The registered address for Metlen Energy & Metals A.E is: |
| 8 Artemidos Str. |
| Maroussi |
| 15125 Athens |
| The consolidated accounts for Metlen Energy & Metals A.E are publicly available from www.metlengroup.com. |
| 19. | CONTINGENT LIABILITIES |
| The company has contingent liabilities of £48,557,725 (2023: £28,836,591) in respect of bank guarantees issued to customers. |