Nexus Green Limited

	Page
Company Information	1
Strategic Report	2—6
Directors' Report	7—8
Independent Auditor's Report	9—12
Profit and Loss Account	13
Statement of Comprehensive Income	14
Balance Sheet	15—16
Statement of Changes in Equity	17
Statement of Cash Flows	18
Notes to the Statement of Cash Flows	19
Notes to the Financial Statements	20—29

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Nexus Green Limited

Strategic Report

For The Year Ended 31 August 2024

Strategic Report

The directors present their strategic report for the year ended 31 August 2024.

Review of the Business

Business Overview

Nexus Green Limited is an EPC company involved in construction of Solar Projects (Potable water solution for community, solar irrigation sites and solar power plants) In Uganda. One of the main business is implementing UKEF funded projects in UGANDA where debt is provided by UKEF to government of UGANDA for developing project like access to potable water for communities and solar irrigation , the project is implemented by Nexus Green Limited.Key Major developments for the financial year were approximate 280 site ready to commission which has drastically helped in achieving better produce for farmers, which impacts the economy in broader sense and clean water to masses which further contributes to socio economic benefits on manifold.

Performance & Development

Business Development Narrative: Building the Clean Future

Our business development strategy is centered on becoming the partner of choice for clients seeking a predictable, high-performance, and de-risked transition to solar energy. We are a full-scope energy development partner.

Strategic Pillars for Growth

Market Penetration & Diversification: While maintaining our core expertise in UKEF funded projects, we are aggressively expanding our footprint in the high-margin Commercial & Industrial (C&I) sector, focusing on energy storage integration and advanced microgrid solutions. This diversification insulates us from single-market regulatory shifts and capitalizes on the growing corporate demand for sustainability.
Strategic Partnerships & Financing: We establish long-term, mutually beneficial relationships with developers, independent power producers (IPPs), and financial institutions. Our bankable project portfolio and reputation for on-time, on-budget delivery allow us to secure preferential financing and be the preferred EPC for large-scale, financed projects.
Value-Added Services (Beyond the Build): Our narrative emphasizes delivering more than just construction. By integrating long-term Operation & Maintenance (O&M) contracts and leveraging data-driven performance guarantees, we offer clients a true "Return on Investment" guarantee, securing recurring revenue streams and increasing the lifetime value of each client relationship.
Thought Leadership & Trust: We actively market our technical competence by showcasing our ability to execute complex projects in challenging environments.

Key Operational Strategies: Excellence in Execution

Our operational success is defined by a commitment to the "Three C's": Control, Consistency, and Compliance. As an EPC firm, our ability to manage the entire project lifecycle—from concept to commissioning—under a single point of accountability is our primary competitive advantage.

The Integrated EPC Process

We leverage a standardized, six-stage process across all projects to ensure quality and predictability:

Engineering & Design: Employing specialized design software and drones for site surveys to achieve highly accurate, constructability-optimized designs from the outset. Compliance is designed in, not bolted on.
Procurement (P): Implementing smart sourcing strategies by diversifying the supplier network and negotiating long-term contracts for Tier-1 components. We utilize real-time market intelligence and strategic inventory management to mitigate supply chain risk and control costs.
Construction (C): Focused on Agile Execution & Safety Culture. This includes minimizing rework through rigorous on-site quality control (QA/QC), consistent field management, and a zero-tolerance policy for safety violations.
Testing & Commissioning: A non-negotiable, thorough process ensuring the system performs to the modeled specifications before handover. This is the final validation of project quality.
Project Management: Leveraging specialized, cost tracking, resource allocation, and document control (e.g., permits, as-builts, daily logs). This enables proactive risk management and immediate adjustments to budget or schedule deviations.

...CONTINUED

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Nexus Green Limited

Strategic Report (continued)

For The Year Ended 31 August 2024

Review of the Business - continued

Summary of Financial Health (Year Ended 31 August 2024)

I. Balance Sheet Position Overview

The company's balance sheet position has significantly improved in 2024, moving from a Net Liabilities position to a Net Assets position.

Net Assets (Liabilities): The company moved from a net deficit of £462,956 in 2023 to a positive net asset position of £379,620 in 2024. This transition indicates that the value of the company's assets now exceeds its total liabilities.

Total Assets Less Current Liabilities: This key figure also swung positively, moving from -£240,444 in 2023 to £504,001 in 2024.

Shareholders' Funds: The Shareholders' Funds, which mirror Net Assets, are now positive at £379,620, compared to a deficit of -£462,956 in the prior year. This improvement is primarily driven by the strong profit recorded during the year (Profit After Taxation of £842,576).

II. Working Capital Management

The company has a negative working capital position in both years, though the deficit has narrowed significantly in 2024, reflecting an improvement in operational efficiency or asset management.

The Net Current Liabilities position improved from (£2,076,311) in 2023 to (£1,001,064) in 2024. While still negative, the reduction of over 50% in the deficit is a major positive step, suggesting better control over the balance between short-term assets and liabilities.

III. Liquidity Analysis

The company's liquidity ratios have also improved.

Ratio is below the desirable benchmark of 1.0:1, meaning the company does not have enough current assets to cover all its current liabilities immediately. However, the ratio has improved from 0.84 to 0.95, indicating a stronger short-term capacity to meet obligations. Given that a large portion of Current Assets is Stocks (£4.94M) and Debtors (£12.45M), cash flow management (converting debtors and stocks to cash) is critical.

IV. Debt Levels

The company's long-term debt burden is relatively low, and its solvency position has improved dramatically due to the transition to positive Net Assets.

Deferred Taxation: The provision for Deferred Taxation also decreased from £203,323 to £115,224.

Financial Leverage: The move from negative to positive Shareholders' Funds means the company is no longer purely debt-financed, and its debt-to-equity ratio has structurally improved. The long-term debt position is minimal relative to the scale of its turnover and total assets.

V. Overall Financial Health

The overall financial health shows a clear path of recovery and strong growth:

Strengths: The company has converted a liability position into a positive net asset position, driven by strong profitability (Profit After Tax: £842,576 in 2024 vs. £221,449 in 2023). The improvement in working capital and low long-term debt is also positive.

Key Area for Attention: Liquidity remains the primary challenge. The reliance on Current Liabilities (£20.75M) to finance operations, despite the substantial increase in Current Assets (£19.74M), demands close management of cash flow, particularly the collection of Debtors (£12.45M).

The company's financial footing is substantially healthier in 2024, but operational focus should remain on converting current assets into cash quickly to address the persistent negative working capital gap.

...CONTINUED

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Nexus Green Limited

Strategic Report (continued)

For The Year Ended 31 August 2024

Review of the Business - continued

Key Performance Indicator (KPI) Report: Growth and Profitability

Revenue Growth and Operational Scale

The company achieved exceptional growth in turnover and a significant expansion in operational scale in 2024.

KPI	2024 Value (£)	2023 Value (£)	Trend/Change
Turnover (Revenue)	23,173,111	11,501,232	101.4% increase
Cost of Sales	19,827,378	9,401,689	110.9% increase

Profitability Ratios

Despite rapid growth, efficiency gains in administrative management led to greatly improved net profitability.

Ratio	2024 %	2023 %	Analysis
Gross Profit Margin	14.44%	18.25%	Margin eroded slightly (4.25% points)
Operating Profit Margin	5.36%	3.17%	Significant improvement (2.19% points)
Net Profit Margin	3.64%	1.92%	Nearly doubled 1.72% points)

Profit After Tax: Increased by 280.5%, from £221,449 in 2023 to £842,576 in 2024.

Operating Profit: Increased by 241.1%, from £364,190 in 2023 to £1,242,369 in 2024.

Principal Risks and Uncertainties

Market Risks

Key Risks	Specifics	Management Strategy
Commodity Price Volatility	Significant dependence on imported materials. Global or regional price spikes directy impact project cost.	Advance Procurement: Lock in prices for major equipment via Fixed-Price Purchase Orders (POs). For commodities, use financial hedging instruments or long-term fixed-price contracts with suppliers.
Currency Fluctuation	High volatility and potential depreciation of local currencies (e.g., Kenyan Shilling, Tanzanian Shilling) against hard currencies (USD/EUR) used for imports and major subcontractor payments.	Currency Structuring: Denominate the majority of the EPC contracts in a stable currency (USD/EUR) if possible, aligning with major procurement costs. Use Forward Contracts (Forex) to fix the exchange rate for anticipated local expenditures.
Client Payment Risk	Risk of delayed payments or outright arrears from state-owned client.	Robust Payment Terms: Negotiate clear and unambiguous payment milestones and penalties for late payment in the EPC contract.

...CONTINUED

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Nexus Green Limited

Strategic Report (continued)

For The Year Ended 31 August 2024

Inflation

High and unpredictable local inflation (labour, fuel, local building materials) that erodes the budgeted local currency portion of the contract.

Escalation Clauses: Include specific contractual clauses that allow for adjustments to the contract price based on validated local economic indices (e.g., Consumer Price Index or specific industry indices)

2. Regulatory and Political Risks

Key Risks	Specifics	Management Stategy
Permitting and Licensing Delays	Bureaucratic inertia, fragmentation of safety regulations, and poor efficiency in regulatory processes (e.g., environmental permits, work permits, import clearances) can cause project stoppages.	Dedicated Local Liaison: Employ an experienced local legal/permitting firm. Proactively track all permits and ensure the EPC contract grants a Time Extension for govenment-induced delays.
Community Unrest/Site Disruption	Demands from local communities for employment. land disputes, or local "business forums" (often termed the "construction mafia") attempting to extort payments or mandate sub-contracting.	Community Liaison Officer (CLO): Appoint a well-respected local CLO for transparent communication and grievance management. Implement a Local Content Plan focused on responsible hiring and skills transfer to gain community buy-in.
Corruption/Integrity Risk	Requests for illegal payments to expedite clearances or overlook non-compliance, which violates international anti-bribery laws (e.g., FCPA).	Zero-Tolerance Compliance Program: Implement a strict, internationally audited anti-bribery and corruption (ABC) program with whistleblower protections and mandatory third-party due diligence for all local partners.

3. Operational Risks

Key Risks	East Africa Specifics	Management Strategy
Logistics and Transportation	Challenges in port congestion, inefficient border crossings, poor road infrastucture, and security risks duirng transit of large, specialized equipment (long lead items).	Logistics Specialist: Hire an experianced international freight forwarder with local East African expertise.
Subcontractor Performance	Reliance on local subcontractors who may lack the financial stability, techinical expertise, or stringent HSE compliance standards of international firms.	Financial and Technical Vetting: Conduct comprehensive due diligence on all key subcontractors (financial health, past projects).
HSE (Health, Safety, Environment)	A generally weak safety culture and poor compliance with international safety standards often seen in the local construction sector.	International Standards HSE Program: Implement a rigorous, non-negotiable HSE program. Mandate daily safety toolbox talks, provide extensive PPE, and impose immediate penalties for non-compliance, regardless of rank.
Labor Productivity & Skills Gap	Potential for lower productivity due to local site conditions, lack of training, or labour unrest.	Targeted Training and Incentives: Invest in on-site training to upskill local workers.

...CONTINUED

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Nexus Green Limited

Strategic Report (continued)

For The Year Ended 31 August 2024

Principal Risks and Uncertainties - continued

4. Financial Risks

Key Risks	East Africa Specifics	Management Strategy
Cash Flow Squeeze	Delays in client payment combined with mandatory payment to suppliers/subcontractors put immense strain on the company's working capital.	Rigorous Cash Flow Forecasting: Maintain a live, rolling 12-week forecast, stress-testing against various delay scenarios.
Liquidated Damages (LDs)	A major schedule overrun leads to the client invoking high daily/weekly LDs, which can wipe out the entire profit margin or more	Schedule Mitigation and Delay Insurance: Implement time buffers on the critical path that are "owned" by the project manager.
Performance Bond Call	If the project fails to meet critical milestones, the client may call the Performance Bond, resulting in the bank demanding immediate repayment from the company's general assets.	Surety/Bond Management: Limit the bond value and duration as much as possible through negotiation. Ensure the contract includes clear mechanisms for reducing the bond value as construction milestones are achieved.
Unforeseen Ground/Site Conditions	Unexpected subsurface conditions (e.g., rock, poor soil) are not accounted for in the fixed price, leading to massive cost overruns.	In the contract, use the FIDIC Yellow Book provision (or similar) to clearly allocate the risk of unforeseen ground conditions primarily to the client.

Conclusion and Management's Integrated Approach

The management operates with a highly integrated and conservative risk posture:

Contractual Risk Transfer: Use of internationally recognized contract ( FIDIC Yellow Book) but aggressively amend it to push local political, regulatory, and geological risks back to the client or project owner.
Financial De-Risking: Partial Risk Guarantees (PRGs), facilitated by UKEF, which are vital for protecting against non-payment and political force majeure in high-risk jurisdictions.
Proactive Stakeholder Management: We Establish strong, formal relationships with key government ministries, regulatory bodies, and local community leaders before and throughout construction to anticipate and defuse non-technical risks.

On behalf of the board

Mr Tarun Verma

Director

11/12/2025

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Nexus Green Limited

Company No. 09835151

Directors' Report For The Year Ended 31 August 2024

Directors' Report

The directors present their report and the financial statements for the year ended 31 August 2024.

Principal Activity

The principal activity of the company in the period under review was development and installation of Solar powered street lighting and irrigation systems in Uganda operated by their branch in Uganda.

Directors

The directors who held office during the year were as follows:

Mr Tarun Verma
Mrs Sandip Verma	Resigned	13/02/2024

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
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.

Nothing has come to the attention of the director to indicate that the company will not remain a going concern for at least the next twelve months from the date of this statement and so the financial statements have been prepared on a going concern basis.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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Nexus Green Limited

Directors' Report (continued)

For The Year Ended 31 August 2024

Independent Auditors

The auditors, Sturgess Hutchinson (Leicester) Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Tarun Verma

Director

11/12/2025

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Independent Auditor's Report

to the Members of

Nexus Green Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Nexus Green Limited for the year ended 31 August 2024 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 August 2024 and of its profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 entity's ability to continue as a going concern for a period of at least 12 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 annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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Independent Auditor's Report (continued)

to the Members of

Nexus Green 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

In the light of 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 or 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 7—8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

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Independent Auditor's Report (continued)

to the Members of

Nexus Green Limited

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements, including how fraud may occur by inquiring of management of its own consideration of

fraud. In particular, we looked at where management made subjective judgements, for example in respect of

significant accounting estimates that involved making assumptions and considering future events that are

inherently uncertain. We also considered potential financial or other pressures, opportunity and motivations for

fraud. As part of this discussion we identified the internal controls established to mitigate risks related to fraud or

non-compliance with laws and regulations and how management monitor these processes. Appropriate

procedures included in the review and testing of manual journals and key estimates and judgements made by

management

We gained an understanding of the legal and regulatory framework applicable to the Company and the sector in

which it operates, drawing on our broad experience, and considered the risk of acts by the Company that were

contrary to these laws and regulations, including fraud.

We focused on laws and regulations that could give rise to material misstatement in the financial statements,

including but not limited to, the Companies Act 2011 and Financial Reporting Standard 102. We made enquiries

of management with regard to compliance with these laws and regulations and corroborated any necessary

evidence to relevant information.

Our tests included agreeing the financial statement disclosures to underlying support documentation and

enquiries with management.

We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits we also

addressed the risk of management override of internal controls including testing journals and evaluations

whether there was evidence of bias by the Directors that represented a risk of material misstatement due to

fraud.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements,

recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery,

misrepresentation or through collusion. There are inherent limitations in the audit procedures performed and the

further removed non-compliance with laws and regulations is from the events and transactions reflected in the

financial statements, the less likely we are to become aware of it.

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

Use Of Our Report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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Independent Auditor's Report (continued)

to the Members of

Nexus Green Limited

Mr Jagdish Petha FCCA (Senior Statutory Auditor)

for and on behalf of Sturgess Hutchinson (Leicester) Limited , Statutory Auditor

11/12/2025

Sturgess Hutchinson (Leicester) Limited

21 New Walk

Leicester

LE1 6TE

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Nexus Green Limited

Profit and Loss Account

For The Year Ended 31 August 2024

Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER		23,173,111	11,501,232
Cost of sales		(19,827,378 )	(9,421,393 )

GROSS PROFIT		3,345,733	2,079,839

Administrative expenses		(2,078,043 )	(1,715,649 )
Other operating income		24,998	-
Other operating expenses		(30,613 )	-
Fair value losses on investments		(19,706 )	-

OPERATING PROFIT	4	1,242,369	364,190
Other interest receivable and similar income	9	8,837	10,099
Interest payable and similar charges	10	(15,666 )	(6,855 )

PROFIT BEFORE TAXATION		1,235,540	367,434
Tax on Profit	11	(392,964 )	(145,985 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		842,576	221,449

The notes on pages 19 to 29 form part of these financial statements.

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Nexus Green Limited

Statement of Comprehensive Income

For The Year Ended 31 August 2024

Statement of Comprehensive Income

	2024	2023
	£	£
PROFIT FOR THE FINANCIAL YEAR	842,576	221,449
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	842,576	221,449

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Nexus Green Limited

Balance Sheet

As At 31 August 2024

Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	12		10,174		14,198
Tangible Assets	13		1,494,891		1,801,963
Investments	14		-		19,706

			1,505,065		1,835,867
CURRENT ASSETS
Stocks	15	4,937,676		358,288
Debtors	16	12,452,051		6,820,103
Investments	17	586,528		384,208
Cash at bank and in hand		1,767,806		3,633,068

		19,744,061		11,195,667
Creditors: Amounts Falling Due Within One Year	18	(20,745,125 )		(13,271,978 )

NET CURRENT ASSETS (LIABILITIES)			(1,001,064 )		(2,076,311 )

TOTAL ASSETS LESS CURRENT LIABILITIES			504,001		(240,444 )

Creditors: Amounts Falling Due After More Than One Year	19		(9,157 )		(19,189 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	21		(115,224 )		(203,323 )

NET ASSETS/(LIABILITIES)			379,620		(462,956 )

CAPITAL AND RESERVES
Called up share capital	23		100		100
Profit and Loss Account			379,520		(463,056 )

SHAREHOLDERS' FUNDS			379,620		(462,956)

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Nexus Green Limited

Balance Sheet (continued)

As At 31 August 2024

On behalf of the board

Mr Tarun Verma

Director

11/12/2025

The notes on pages 19 to 29 form part of these financial statements.

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Nexus Green Limited

Statement of Changes in Equity

For The Year Ended 31 August 2024

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 September 2022	100	(684,505 )	(684,405)
Profit for the year and total comprehensive income	-	221,449	221,449

As at 31 August 2023 and 1 September 2023	100	(463,056 )	(462,956)


Profit for the year and total comprehensive income	-	842,576	842,576

As at 31 August 2024	100	379,520	379,620

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Nexus Green Limited

Statement of Cash Flows

For The Year Ended 31 August 2024

Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash (used in)/generated from operations	1	(1,104,739 )	1,794,886
Interest paid		(15,666 )	(6,855 )
Tax (paid)/refunded		(274,798 )	78,505

Net cash (used in)/generated from operating activities		(1,395,203 )	1,866,536

Cash flows from investing activities
Purchase of intangible assets		-	(3,972 )
Purchase of tangible assets		(68,681 )	(999,870 )
Proceeds from disposal of tangible assets		4,008	-
Purchase of current asset investments		(202,320 )	(134,365 )
Grants received		24,998	-
Interest received		8,837	10,099

Net cash used in investing activities		(233,158 )	(1,128,108 )

Cash flows from financing activities
Repayment of bank borrowings		(10,032 )	(8,901 )



(Decrease)/increase in cash and cash equivalents		(1,638,393 )	729,527
Cash and cash equivalents at beginning of year	2	3,633,068	2,976,710
Foreign exchange losses on cash and cash equivalents		(226,869 )	(73,169 )

Cash and cash equivalents at end of year	2	1,767,806	3,633,068

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Nexus Green Limited

Notes to the Statement of Cash Flows

For The Year Ended 31 August 2024

Notes to the Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash (used in)/generated from operations

	2024	2023
	£	£
Profit for the financial year	842,576	221,449
Adjustments for:
Tax on profit	392,964	145,985
Interest expense	15,666	6,855
Interest income	(8,837 )	(10,099 )
Amortisation of intangible assets	4,024	3,230
Depreciation of tangible assets	371,745	241,760
Net fair value losses recognised in profit or loss	19,706	-
Grant income	(24,998)	-
Foreign exchange losses	226,869	73,169
Movements in working capital:
(Increase)/decrease in stocks	(4,579,388 )	844,733
Increase in trade and other debtors	(5,631,948 )	(3,963,857 )
Increase in trade and other creditors	7,266,882	4,231,661

Net cash (used in)/generated from operations	(1,104,739 )	1,794,886

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	1,767,806	3,633,068

3. Analysis of changes in net funds

	As at 1 September 2023	Cash flows	As at 31 August 2024
	£	£	£
Cash at bank and in hand	3,633,068	(1,865,262)	1,767,806
Debts falling due within one year	(10,003 )	-	(10,003 )
Debts falling due after more than one year	(19,189)	10,032	(9,157)

	3,603,876	(1,855,230)	1,748,646

Page 19

Page 20

Nexus Green Limited

Notes to the Financial Statements

For The Year Ended 31 August 2024

Notes to the Financial Statements

1. General Information

Nexus Green Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09835151 . The registered office is 1 Bow Churchyard, London, EC4M 9DQ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern. In addition, the director and shareholders have confirmed their support for the foreseeable future.

2.3. Significant judgements and estimations

In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. 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. Revisions to accounting estimates are recognised in the period in which the estimates are recognised, in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

(i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in estimated useful economic lives and residual values of assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

(ii) Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The company uses judgement in making these assumptions and selecting the inputs to the impairment calculation based on the company's past history, existing market conditions as well as forward looking estimates at the end of each accounting period.

(iii) Provisions

Provisions are inherently based on assumptions and estimates using the best information available.

(iv) Taxation

Judgement is required in determining the provision for income tax due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business, The company recognises liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the original estimates, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

(v) Revenue recognition on contracts

...CONTINUED

Page 20

Page 21

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

2.3. Significant judgements and estimations - continued

Where the outcome of a construction contract can be estimated reliably, contract revenues and costs are recognised by reference to the stage of completion of the contract activity at the end of the accounting period, as measured by the contract costs incurred for work performed as a proportion of the estimated total contract costs.

Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent that contract costs incurred are recoverable. Contract costs are recognised as an expense in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenues, the expected loss is recognised as an expense immediately.

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their expected useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Motor Vehicles	33% Straight line
Fixtures & Fittings	20% Straight line
Computer Equipment	20% Straight line

Page 21

Page 22

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

2.7. Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

2.9. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.10. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the 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 differences are taken into account in arriving at the operating profit.

2.11. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

Page 22

Page 23

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

2.12. Government Grant

Government grants are recognised in the profit and loss account in an appropriate manner that matches them with the expenditure towards which they are intended to contribute.

Grants for immediate financial support or to cover costs already incurred are recognised immediately in the profit and loss account. Grants towards general activities of the entity over a specific period are recognised in the profit and loss account over that period.

Grants towards fixed assets are recognised over the expected useful lives of the related assets and are treated as deferred income and released to the profit and loss account over the useful life of the asset concerned.

All grants in the profit and loss account are recognised when all conditions for receipt have been complied with.

3. Other Operating Income

	2024	2023
	£	£
Grant income	24,998	-

	24,998	-

4. Operating Profit

The operating profit is stated after charging:

	2024	2023
	£	£
Bad debts	76,160	-
Depreciation of tangible fixed assets	371,745	241,760
Amortisation of intangible fixed assets	4,024	3,230

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the company's financial statements	11,649	6,941

Page 23

Page 24

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2024	2023
	£	£
Wages and salaries	325,617	428,059
Social security costs	20,505	44,306
Other pension costs	544	3,647

	346,666	476,012

7. Average Number of Employees

Average number of employees, including directors, during the year was: 19 (2023: 19)

8. Directors' remuneration

	2024	2023
	£	£
Emoluments	179,797	36,502
Company contributions to defined benefit pension schemes	-	2,908

	179,797	39,410

9. Interest Receivable and Similar Income

	2024	2023
	£	£
Interest receivable	8,837	10,099

10. Interest Payable and Similar Charges

	2024	2023
	£	£
Bank loans and overdrafts	15,666	6,855

11. Tax on Profit

	Tax Rate		2024	2023
The tax charge on the profit for the year was as follows:
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	-	-
Foreign tax			481,063	(6,952 )

			481,063	(6,952 )

...CONTINUED

Page 24

Page 25

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

	2024	2023
Deferred Tax
Deferred taxation	(88,099 )	152,937


Total tax charge for the period	392,964	145,985


The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
	£	£
Profit before tax	1,235,540	367,434

Tax on profit at 25% (UK standard rate)	308,885	92,849
Goodwill/depreciation not allowed for tax	93,942	61,479
Expenses not deductible for tax purposes	9,658	43,266
Tax losses utilised	(390,842 )	79,870
Capital allowances	(21,643 )	(277,464 )
Short term timing differences	(88,099 )	152,937
Overseas tax suffered/expensed	481,063	(6,952 )

Total tax charge for the period	392,964	145,985

12. Intangible Assets

	Development Costs
	£
Cost
As at 1 September 2023	20,119

As at 31 August 2024	20,119

Amortisation
As at 1 September 2023	5,921
Provided during the period	4,024

As at 31 August 2024	9,945

Net Book Value
As at 31 August 2024	10,174

As at 1 September 2023	14,198

Page 25

Page 26

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

13. Tangible Assets

	Motor Vehicles	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 September 2023	197,409	1,875,973	90,714	2,164,096
Additions	39,979	5,634	23,068	68,681
Disposals	(4,008 )	-	-	(4,008 )

As at 31 August 2024	233,380	1,881,607	113,782	2,228,769

Depreciation
As at 1 September 2023	84,751	253,669	23,713	362,133
Provided during the period	41,798	313,863	16,084	371,745

As at 31 August 2024	126,549	567,532	39,797	733,878

Net Book Value
As at 31 August 2024	106,831	1,314,075	73,985	1,494,891

As at 1 September 2023	112,658	1,622,304	67,001	1,801,963

14. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 September 2023	19,706
Fair value adjustments	(19,706 )

As at 31 August 2024	-

Provision
As at 1 September 2023	-

As at 31 August 2024	-

Net Book Value
As at 31 August 2024	-

As at 1 September 2023	19,706

15. Stocks

	2024	2023
	£	£
Stock	4,937,676	358,288

Page 26

Page 27

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

16. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	14,047	9,711
Amounts owed by group undertakings	1,159,434	285,568
Other debtors	11,278,570	6,524,824

	12,452,051	6,820,103

17. Current Asset Investments

	2024	2023
	£	£
Other investments, held for sale	586,528	384,208

18. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	17,954,478	11,476,903
Bank loans and overdrafts	10,003	10,003
Other creditors	111,557	91,070
Corporation tax	277,818	71,553
Taxation and social security	57,976	48,687
Accruals and deferred income	2,333,293	1,573,762

	20,745,125	13,271,978

19. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Bounce Bank Loans	9,157	19,189

20. Loans

An analysis of the maturity of loans is given below:

	2024	2023
	£	£
Amounts falling due within one year or on demand:
Bank loans	10,003	10,003

Page 27

Page 28

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

	2024	2023
	£	£
Amounts falling due between one and five years:
Bank loans	9,157	19,189

21. Deferred Taxation

The provision for deferred tax is made up as follows:

	2024	2023
	£	£
Accelerated capital allowances	668,743	(107,787 )
Tax losses carried forward	(756,842 )	-
Other timing differences	203,323	311,110

	115,224	203,323

22. Provisions for Liabilities


	Deferred Tax	Total
	£	£
As at 1 September 2023	203,323	203,323
Utilised	(88,099 )	(88,099)

Balance at 31 August 2024	115,224	115,224

23. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
100 Ordinary Shares of £ 1.00 each	100	100

24. Pension Commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £544 (2023: £739).

At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.

Page 28

Page 29

Nexus Green Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2024

25. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 September 2023	Amounts advanced	Amounts repaid	Amounts written off	As at 31 August 2024
	£	£	£	£	£
Mr Tarun Verma	524,056	165,623	-	-	689,679

The loan repayable on demand.

26. Related Party Disclosures

As at 31 August 2024, the company was owed £1,255,309 (2023: £295,918) in respect of loans and advances to Nexus Green Renewables Ltd, a related party. The amount is included within amounts owed by group undertakings.

Page 29

Director	Mr Tarun Verma

Company Number	09835151

Registered Office	1 Bow Churchyard
	London
	EC4M 9DQ

Accountants	Sturgess Hutchinson
	Chartered Certified Accountants
	21 New Walk
	Leicester
	LE1 6TE

Auditors	Sturgess Hutchinson (Leicester) Limited
	21 New Walk
	Leicester
	LE1 6TE