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Registered number: 08786388
RAE ENERGY UK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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J Perez (resigned 23 August 2024)
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M Gezlov (appointed 23 August 2024)
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AAB Audit & Accountancy Limited
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CONTENTS
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Directors' responsibilities statement
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Notes to the financial statements
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to 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.
Page 1
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RAE ENERGY UK LIMITED
REGISTERED NUMBER:08786388
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BALANCE SHEET
AS AT 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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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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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
Page 2
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
RAE Energy UK Limited is a limited liability company incorporated in England, whose registered office is Lodge House A11, Cow Lane, Burnley, England, BB11 1NN.
The principal activity of the company is the provision of field joint coating services to the oil and gas industry.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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Exemption from preparing consolidated financial statements
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The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
At 31 December 2024, the company had net liabilities excluding long term loans from group companies and related parties of £3,770,650 (2023 - £3,978,321) and reported a profit before tax for the year of £18,501,301 (2023 - £3,796,325).
The long term loans consist of trade payables due to group undertakings of £3,222,670 (2023 - £3,925,727), a loan from the parent company of £38,807,244 (2023 - £40,585,220), and loans from other related parties of £2,137,934 (2023 - £18,652,963). The parent company has confirmed that amounts due to group companies will not be repaid to the detriment of other creditors within the going concern period under review. Furthermore, the ultimate parent company and its subsidiaries have confirmed they shall continue to support the company to facilitate its ability to continue trading as a going concern for at least a period of 12 months from the date of approval of these financial statements.
The ability of the parent company and the ultimate parent company to provide any required support is dependent on those entities having access to additional sources of cash finance should it not be generated through operational cashflows. This remains a material uncertainty however the directors believe the group does have access to sufficient cash to satisfy its requirements.
On this basis the financial statements are prepared on a going concern basis, which assumes that the company will continue to meet its liabilities as they fall due.
Page 3
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Page 4
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Foreign currency translation
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Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the profit and loss account.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
The company contributes to a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 5
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
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The average monthly number of employees, including directors, during the year was 8 (2023 - 6).
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Charge for the year on owned assets
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Page 6
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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Reversal of impairment losses
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Prepayments and accrued income
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Cash and cash equivalents
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Page 7
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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All amounts owed to group undertakings are effectively repayable on demand, however, the lenders have provided confirmation that they do not intend to seek repayment of the balances in the next 12 months following the approval of these financial statements, and as such have been recognised as creditors falling due after more than one year.
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Loans from related parties
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Loans from related parties attract interest rates of between 3% and 15% per annum, are unsecured and have no fixed repayment terms.
The loan from the parent company is effectively repayable on demand, however, the lender has provided confirmation that they do not intend to seek repayment of the balances in the next 12 months following the approval of these financial statements. The loan attracts an interest rate of 3% per annum and is unsecured.
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Page 8
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
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The company contributes to a defined contribution pension scheme. The pension charge for the year represents contributions payable by the company to the funds and amounted to £19,865 (2023 - £16,936). There were no contributions outstanding at year end (2023 - £nil).
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Related party transactions
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Control
Throughout the year the company was under the control of its parent company RAE Group Holdings, Inc.
Transactions
During the year the company was a wholly owned subsidiary and has taken advantage of FRS 102 Section 33 (Related Party Disclosures) which allows exemption from disclosure of related party transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transaction is wholly owned by a member of that group.
During the year an outstanding loan balances due to a number of related parties, through common control, were accruing interest which amounted to £544,448 (2023 - £2,001,443). At the year end, the balances due to the related parties were £2,137,934 (2023 - £18,652,963).
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Post balance sheet events
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Subsequent to the year end, the company completed the sale of its coating division. As the decision to sell was taken after the reporting date, no adjustment has been made to these financial statements.
The company's immediate controlling party is RAE Capital LLC, a company incorporated in the United States of America. The ultimate parent undertaking is RAE Group Holdings, Inc., a company registered in the United States of America.
RAE Capital LLC is the parent undertaking of the smallest group of which RAE Energy UK Limited is a member, and for which consolidated group financial statements are drawn up.
RAE Group Holdings, Inc. is the parent undertaking of the largest group of which RAE Energy UK Limited is a member, and for which consolidated group financial statements are drawn up.
The consolidated group financial statements of RAE Capital LLC and RAE Group Holdings, Inc. can be obtained from its registered office at 1290 Orange Street, Wilmington, DE 19801.
Page 9
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.3 in the financial statements, which indicates that the company has a significant net liabilities position at the year end date and requires financial support from its fellow group companies to continue in operation. As stated in note 2.3, these circumstances, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis ofaccounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included obtaining confirmation that amounts due to group companies will not be repaid to the detriment of other
creditors. Furthermore, the ultimate parent company and its subsidiaries have confirmed they shall continue to support the company to facilitate its ability to continue trading as a going concern for the foreseeable future.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in therelevant sections of this report.
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The audit report was signed on 29 September 2025 by James Pirrie (Senior statutory auditor) on behalf of AAB Audit & Accountancy Limited.
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