REGISTERED NUMBER: 07524841 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

F & S ENERGY LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

15

DIRECTORS:

S N Funnell

I Sali

REGISTERED OFFICE:

87-91 Springfield Road

Chelmsford

Essex

CM2 6JL

REGISTERED NUMBER:

07524841 (England and Wales)

AUDITORS:

CBHC (Audit) Ltd

Suite 3, Steeple House

Church Lane

Chelmsford

Essex

CM1 1NH

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

REVIEW OF BUSINESS

F&S Energy Limited supports a decarbonised future by transitioning commercial and industrial customers to a renewable supply of electricity. We continue to procure green electricity sourced from a diverse range of renewable generators in Great Britain, and at a greater pace than previous years. Our commercial and industrial customers are provided strong customer service and simplicity.

In the year to 31 March 2025, the company's turnover was £57,593,391 (2024: 62,619,978). The directors consider Profit Before Tax to be the company's Key Performance Indicator. For the Year ended 31 March 2025 the company made a profit of £9,587,781 (2024: £18,063,175).

The board continues to encourage staff to build on its strong customer service by enhancing its bespoke IT system catered to commercial, industrial and generation customers. We continue to make improvements to our peer-to-peer electricity matching service with some exciting additions which we hope to release in 25/26.

As F&S Energy Limited's consumption is less than 40,000 k/Wh of energy, disclosures relating to greenhouse gas emissions, energy consumption and energy efficiency are not required.

PRINCIPAL RISKS AND UNCERTAINTIES

F&S Energy Limited are continually detecting, evaluating and managing risks in order to deliver our strategy. These risks include financial, commercial, operational, political and governmental. The height of the energy crisis has since passed but the new landscape contains risks from a much wider political landscape.

The company manages industrial and commercial electricity contracts against a portfolio of volatile generation assets. We manage this risk through constant contract monitoring and forecasting. We are also evolving processes on credit, margining and customer payment risk.

The success of the company's operations is dependent on the effectiveness of employees in providing the highest service levels for both new and existing customers. The directors also ensure that the employees are well versed in the practices of the metering agents and where metering agent risk lies. Ahead of us also lies change in our underlying systems towards the transition to full scale market wide half hourly settlement. We have begun early testing of our new systems and putting in business processes for the new era ahead.

The company has seen some mandatory changes being brought in by the electricity regulator including transparency in third party fees, improving customer management and response times, and mandatory financial submissions to name but a few. There has also been a government change along with political uncertainty in the Middle East. We are navigating some of the largest changes we have seen in the industry so far.

ON BEHALF OF THE BOARD:

S N Funnell - Director

2 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of Energy supplier.

DIVIDENDS

Interim dividends totalling £5,250,000 were paid during the year. The directors recommend that no final dividend be paid.

The total distribution for the year ended 31 March 2025 will be £5,250,000

DIRECTORS

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

S N Funnell

I Sali

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, CBHC (Audit) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S N Funnell - Director

2 December 2025

Opinion

We have audited the financial statements of F & S Energy Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

The entity is also required to follow the employment legislation and laws, along with health and safety regulations. The entity has sufficient policies and procedures in place to ensure that these are complied with.

Based on the results of our risk assessment, we designed our audit procedures to identify non-compliance with such laws and regulations above.

We made enquiries of those charged with compliance to determine any issues arising. We corroborated our findings by reviewing Board Minutes, correspondence with companies house and reviewing necessary legal documentation. Nothing was noted that contradicted the explanations given to us.

Financial statement disclosures were tested for completeness

We assessed the risks of material misstatement in respect of fraud as being low due to the nature of the business. We made enquiries relating to fraud with the companies management.

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.

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.

I Harris FCA (Senior Statutory Auditor)

for and on behalf of CBHC (Audit) Ltd

Suite 3, Steeple House

Church Lane

Chelmsford

Essex

CM1 1NH

3 December 2025

TURNOVER

57,593,391

62,619,978

Cost of sales

46,676,316

43,342,263

GROSS PROFIT

10,917,075

19,277,715

Administrative expenses

1,367,978

1,214,539

OPERATING PROFIT

4

9,549,097

18,063,176

Interest receivable and similar income

38,684

75,850

PROFIT BEFORE TAXATION

9,587,781

18,139,026

Tax on profit

5

2,647,819

4,713,840

PROFIT FOR THE FINANCIAL YEAR

6,939,962

13,425,186

PROFIT FOR THE YEAR

6,939,962

13,425,186

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

6,939,962

13,425,186

FIXED ASSETS

Intangible assets

7

51,500

61,800

Tangible assets

8

21,558

22,764

73,058

84,564

CURRENT ASSETS

Debtors

9

12,076,436

11,348,504

Cash at bank

21,293,904

11,099,735

33,370,340

22,448,239

CREDITORS

Amounts falling due within one year

10

30,871,362

21,650,427

NET CURRENT ASSETS

2,498,978

797,812

TOTAL ASSETS LESS CURRENT LIABILITIES

2,572,036

882,376

PROVISIONS FOR LIABILITIES

12

5,389

5,691

NET ASSETS

2,566,647

876,685

CAPITAL AND RESERVES

Called up share capital

13

2

2

Retained earnings

14

2,566,645

876,683

SHAREHOLDERS' FUNDS

2,566,647

876,685

The financial statements were approved by the Board of Directors and authorised for issue on 2 December 2025 and were signed on its behalf by:

S N Funnell - Director

I Sali - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

2

8,451,497

8,451,499

Changes in equity

Dividends

-

(21,000,000

)

(21,000,000

)

Total comprehensive income

-

13,425,186

13,425,186

Balance at 31 March 2024

2

876,683

876,685

Changes in equity

Dividends

-

(5,250,000

)

(5,250,000

)

Total comprehensive income

-

6,939,962

6,939,962

Balance at 31 March 2025

2

2,566,645

2,566,647

Cash flows from operating activities

Cash generated from operations

1

19,982,538

17,970,714

Tax paid

(4,559,617

)

(3,963,416

)

Net cash from operating activities

15,422,921

14,007,298

Cash flows from investing activities

Purchase of tangible fixed assets

(8,284

)

(11,195

)

Sale of tangible fixed assets

-

(206

)

Interest received

38,684

75,850

Net cash from investing activities

30,400

64,449

Cash flows from financing activities

Amount withdrawn by directors

(9,152

)

-

Equity dividends paid

(5,250,000

)

(21,000,000

)

Net cash from financing activities

(5,259,152

)

(21,000,000

)

Increase/(decrease) in cash and cash equivalents

10,194,169

(6,928,253

)

Cash and cash equivalents at beginning of year

2

11,099,591

18,027,844

Cash and cash equivalents at end of year

2

21,293,760

11,099,591

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

31/3/25

31/3/24

£

£

Profit before taxation

9,587,781

18,139,026

Depreciation charges

19,790

18,817

Profit on disposal of fixed assets

-

(176

)

Intercompany movement

11,057,232

(1,151,229

)

Finance income

(38,684

)

(75,850

)

20,626,119

16,930,588

(Increase)/decrease in trade and other debtors

(727,742

)

1,493,676

Increase/(decrease) in trade and other creditors

84,161

(453,550

)

Cash generated from operations

19,982,538

17,970,714

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

21,293,904

11,099,735

Bank overdrafts

(144

)

(144

)

21,293,760

11,099,591

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

11,099,735

18,027,988

Bank overdrafts

(144

)

(144

)

11,099,591

18,027,844

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank

11,099,735

10,194,169

21,293,904

Bank overdrafts

(144

)

-

(144

)

11,099,591

10,194,169

21,293,760

Total

11,099,591

10,194,169

21,293,760

1.	STATUTORY INFORMATION

F & S Energy Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The Directors have concluded that the accounts present a true and fair view of the Group's Income and Financial Position and that they have concluded that they have complied with the requirements of applicable accounting standards and legislation.

The Directors have concluded that the accounts should be presented on a Going Concern basis.

Turnover

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

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible fixed assets are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

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

Fixtures and fittings

-

20% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31/3/25

31/3/24

£

£

Wages and salaries

542,986

519,423

Social security costs

28,094

26,071

Other pension costs

21,691

29,856

592,771

575,350

The average number of employees during the year was as follows:

31/3/25

31/3/24

16

14

31/3/25

31/3/24

£

£

Directors' remuneration

24,016

23,816

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31/3/25

31/3/24

£

£

Depreciation - owned assets

9,490

8,462

Profit on disposal of fixed assets

-

(176

)

Intangible fixed assets amortisation

10,300

10,300

Auditors remuneration

12,000

12,000

Foreign exchange differences

1,544

27,274

5.

TAXATION

Analysis of the tax charge

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

31/3/25

31/3/24

£

£

Current tax:

UK corporation tax

2,326,738

4,718,315

Tax interest

321,383

(6,433

)

Total current tax

2,648,121

4,711,882

Deferred taxation

(302

)

1,958

Tax on profit

2,647,819

4,713,840

6.

DIVIDENDS

31/3/25

31/3/24

£

£

Interim

5,250,000

21,000,000

7.	INTANGIBLE FIXED ASSETS

Intangible

fixed

assets

£

COST

At 1 April 2024

and 31 March 2025

103,000

AMORTISATION

At 1 April 2024

41,200

Amortisation for year

10,300

At 31 March 2025

51,500

NET BOOK VALUE

At 31 March 2025

51,500

At 31 March 2024

61,800

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 April 2024

63,976

Additions

8,284

At 31 March 2025

72,260

DEPRECIATION

At 1 April 2024

41,212

Charge for year

9,490

At 31 March 2025

50,702

NET BOOK VALUE

At 31 March 2025

21,558

At 31 March 2024

22,764

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/3/25

31/3/24

£

£

Trade debtors

4,834,902

5,612,120

Other debtors

2,433,963

1,068,220

Directors' current accounts

190

-

Accrued income

4,776,001

4,631,100

Prepayments

31,380

37,064

12,076,436

11,348,504

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/3/25

31/3/24

£

£

Bank loans and overdrafts (see note 11)

144

144

Trade creditors

2,020,422

1,267,748

Amounts owed to group undertakings

20,282,696

9,225,464

Taxation

2,602,172

4,513,668

Social security and other taxes

12,770

10,452

VAT

418,992

532,611

Other creditors

400,539

1,475,418

Directors' current accounts

-

8,962

Accrued expenses

5,133,627

4,615,960

30,871,362

21,650,427

11.

LOANS

An analysis of the maturity of loans is given below:

31/3/25

31/3/24

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

144

144

12.	PROVISIONS FOR LIABILITIES

31/3/25

31/3/24

£

£

Deferred taxation

5,389

5,691

Deferred

tax

£

Balance at 1 April 2024

5,691

Provided during year

(302

)

Balance at 31 March 2025

5,389

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/3/25

31/3/24

value:

£

£

2

Ordinary

£1

2

2

14.

RESERVES

Retained

earnings

£

At 1 April 2024

876,683

Profit for the year

6,939,962

Dividends

(5,250,000

)

At 31 March 2025

2,566,645

15.	RELATED PARTY DISCLOSURES

Under FRS 102 paragraph 33.1A, F & S Energy Limited is exempt from disclosing related party transactions as it is a wholly owned subsidiary with publicly available consolidated group financial statements.

F&S Energy Asset Holdings Limited is regarded by the directors as being the company's ultimate parent company.