The directors present the strategic report for CNG Foresight Limited (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 March 2025.
The directors consider the results for the year and the financial position at the year-end to be satisfactory. The directors take confidence from a 13% increase in the number of operating CNG fuelling stations and a 20% increase in gas volume distributed in the year from last year. The Directors do not anticipate any changes in the Company’s and Group’s principal activity going forward.
The Group acquires and develops shovel-ready sites under a fixed priced engineering, procurement and construction (“EPC”) agreements with CNG Fuels, utilising funds provided by the Foresight Investment Group. Once completed the sites are operated by CNG Fuels on behalf of the Group for an ongoing service fee. The Group owns the majority of the previously developed CNG stations as well as those under construction at the end of the accounting period.
The Group caters predominantly to the high mileage Heavy Goods Vehicle (HGV) segment, where customers run regular operating cycles with predictable refuelling patterns. Station revenues are derived from the a fixed margin charged to customers on volumes of Bio-CNG dispensed and passes through the cost directly of the fluctuating wholesale natural gas price and prevailing fuel duty rates determined by HMRC.
CNG Fuels is the exclusive supplier of Biomethane to the Group and strives to mass balance renewable biomethane from waste feedstocks through the natural gas pipeline grid. This then matches to quantities of Bio-CNG dispensed to provide customers with a 100% renewable and sustainable low carbon fuel for their vehicles.
The Group's operations have historically been funded by a facility provided by the Foresight Investment Group. During the year, an additional £10m of the funds were deployed, taking the total advanced to date up to £111m. Post year end, an additional £25m loan facility has been provided by Foresight Investment Group to CNG Foresight's new parent company, CNG Fuels Ltd, to build additional stations within the CNG Foresight portfolio. The carrying value of the loan facilities at 31 March 2025 was £138,549,266 as detailed in note 16, which is inclusive of interest accrued but not yet paid on the facilities.
The Group completed development and commenced operations at several locations during the year. CNG stations funded and owned by the Group opened in Aylesford and Doncaster, being the 13th and 14th operational sites. In addition to this, the Group also opened its first daughter station that is located in Bracknell. The Group also commenced development of a station in Livingston during the year. Subsequent to year-end station development in Magor commenced, while Livingston completed construction. All sites under development are funded via borrowings made by the Company from its parent, in line with its ownership and funding arrangements agreed between its shareholders, CNG Foresight Holdings and CNG Fuels.
Results and dividends
The loss for the financial year amounted to £12,189,045 (2024: £12,570,405) as shown on page 12 and the net liabilities of the Group amounted to £38,219,867 (2024: £26,030,822) as shown on page 13.
Revenue increased by 30% in comparison to prior year, primarily driven by a 20% increase in gas volumes from additional trucks utilising the station network and a 20% increase in the average gas price passed through to customers in the 2025 financial year. The decline in net assets is primarily due to the impact of the total comprehensive loss for the year, which was driven principally by a significant increase in finance costs incurred on loan notes issued by CNG Foresight Holdings for the development of (Bio-CNG) fuelling stations.
The primary commercial business risks and uncertainties affecting the Group relate to considerations specified below. In addition to these risks, the Group is also exposed to cash flow, credit and liquidity risk. Details of management policies to mitigate credit and liquidity risk are detailed in notes 15 and 19 to the financial statements.
Significant incident or failure at a station
The business supplies compressed natural gas to vehicles that run solely on that fuel, so the loss of availability of supply for customers could materially dent the confidence and slow uptake of the fuel as an alternative to diesel.
Loss of key partnerships
Through its partnership with CNG Fuels, the business has developed an end-to-end solution for the origination, development and operation of its refuelling stations, and due to their unique nature CNG Fuels has critical know-how dispersed through their group and workforce.
Biomethane supply materially impaired
Customers principally adopt compressed biomethane as a fuel for their carbon-saving credentials. The Group strives to provide 100% of its Bio-CNG as Renewable Transport Fuel Obligation ("RTFO")-approved biomethane, but any systematic impairment to the supply from sources or countries would affect the carbon saving credentials to an extent.
Cyber security
The business´ activities require online functionality for certain financial and operational functions, including external software providers, and the business has developed procedures to follow and to test vulnerabilities to online threats.
Health and Safety
The business is involved in truck refuelling operations on its sites, and these activities require that CNG Fuels, as the operator, has policies and procedures are in place and followed in order to protect employees and third parties.
Ongoing Funding Risk
The business is rolling out a rapidly expanding network of Bio-CNG stations to meet growing customer demand, and the continued growth of the network is central to the customer adoption thesis. The sites are capital intensive to develop and therefore the business needs access to reliable and regular sources of funds to continue to develop the stations at an increasing rate.
Competition
The business faces competition from diesel and other mass adoptable alternative fuels including Liquified Natural Gas (LNG) and HVO. These fuels have their own unique characteristics which make them attractive as alternatives, however, on balance, the business feels that market interest is trending towards Bio-CNG as the preferred fuel for the transition towards zero carbon transport.
Policy and regulatory
The business is supported by the government-implemented policy for the reduction in fuel duty on natural gas compared with diesel.
An HMRC implemented fuel duty differential was extended in 2019 until 2032 at 24.7p/kg against 57.95p/litre of diesel, roughly a two-thirds saving of duty on an energy equivalent basis, and this differential is a direct benefit to customers to enable them to have a reasonable payback period on the additional capital expenditure of buying vehicles that are more expensive to purchase than diesel equivalents.
Technology
Biomethane uptake as an alternative to diesel relies on continued support from the original equipment manufacturers (OEM) development of CNG Heavy Goods Vehicles (HGVs) suitable for our customers’ needs. CNG vehicles are currently produced for UK use in multiple models by two OEMs, Scania and Iveco.
Alternative fuels such as hydrogen and electrically powered vehicles are not yet ready for early adoption due to availability and cost of the vehicles and fuel supply constraints, and therefore the business does not view the adoption of these vehicles as direct competition to the uptake of CNG vehicles running on biomethane for the foreseeable.
Sustained dislocation in input or product prices
Customers in the haulage industry are sensitive to the cost of fuel in their supply chains, so the price at which biomethane can be supplied to its HGV fleets is important to be competitive with diesel as an alternative. Sustained high gas prices, a high electricity price to compress the gas, or a low or negative gas to diesel price spread could impair the speed of uptake of the vehicles. Given the commercial benefits there would likely continue to be a trend towards biomethane as the only market ready mass adoptable alternative fuel for fleets.
Key Performance Indicators (KPIs) help the board assess performance against Group priorities set out during the year.
Volumes: The Company grew volumes dispensed at the operating stations by 20% throughout the period, an increase that reflected both additional numbers of customers as well as existing customers replacing larger numbers of diesel tractor units with CNG tractor units within their annual replacement cycles.
Biomethane secured: The company was able to provide 100% renewable biomethane to all customers over the fuel obligation reporting (calendar) year, enabling the maximum reportable carbon savings available for our customers. The company has continued to provide 100% renewable biomethane post year end.
UK capacity and coverage: The Company opened three stations during the year increasing its refuelling capacity for high mileage HGVs from 6000 to around 7500, against a total market size of around 165,000 vehicles in the segment.
Future developments
The principal activities of the Company and the Group are expected to remain unchanged going forward.
In the new financial year commencing April 2025, the Group completed development of the Livingston station and commenced construction at the Magor site. Swindon is also due to commence construction shortly.
Approved by the board and signed on its behalf by:
The directors present their annual report and financial statements for the year ended 31 March 2025.
The directors find the results for the year satisfactory and as expected. The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 234 of the Companies Act 2006. This was in force throughout the financial period and still in force at the time of approving the financial statements.
Details on the Group's risk management objectives and policies can be seen in the notes 15, 19 and 27 to the financial statements.
Change in immediate controlling parent
On 11 April 2025, a wider group reconstruction was executed which saw the Company’s immediate parent undertaking change from CNG Foresight Holding Limited, to CNG Fuels Ltd. The ultimate parent undertaking remains unchanged as a result of the transaction.
Acquisition of new subsidiaries
In July 2025, the Group acquired a new subsidiary from its parent undertaking CNG Fuels Ltd. Following the change in immediate controlling parent detailed below, the subsidiary was transferred for £100 being share capital nominal value.
New stations
In June 2025, construction was completed on the Livingston station which commenced operations shortly after. In October 2025, the Group commenced construction on a new site in Magor. Furthermore, the wider Group under CNG Fuels Ltd was granted a further £25m facility from CNG Foresight Holding Limited to primarily fund future station builds, demonstrating the commitment to expanding the station network and the Group's operations across the UK.
Share reclassification, change in loan note holder and subsequent debt to equity conversion
On 11 April 2025, as part of a wider group restructure, CNG Foresight Holdings Limited sold and assigned £135.4m of loan note issued by CNG Foresight Limited to CNG Fuels, the new immediate parent undertaking. In addition, CNG Foresight Limited reclassified its A Ordinary and B Ordinary shares, as Ordinary shares, with the nominal value remaining unchanged at £1 each. The Company then allotted 135,380,069 Ordinary shares of £1 each at par, which was satisfied in exchange for settlement of the borrowings of the same amount.
Assignment of plant held under finance lease to parent
In October 2025, the Company assigned plant and machinery held under finance leases to the new parent undertaking, CNG Fuels Ltd. Assets with a net book value of £2,592,258 and corresponding lease liabilities with remaining amounts owed of £1,932,286, were transferred to the parent giving rise to a net loss on transfer of £659,972.
FLB Audit LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
The directors have at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The net liability position at 31 March 2025 was £38,219,867 (2024: £26,030,822), with the movement in the Group's financial position being principally attributable to the servicing of long term Parent Company loan note debt. Post year end, as part of a group restructure transaction which occurred on 11 April 2025, £135.4m of these loan notes were converted to equity. This has resulted in an improvement of the Group’s net position to a net asset position post year end.
In addition to this, the transaction has resulted in a change to the Group’s immediate parent, from whom financial support will be available should the need arise.
The Directors of the Immediate Parent Company have conducted a comprehensive assessment of the Group’s ability to continue as a going concern, including the application of a severe but plausible stress test on the Groups cash flow projections. Based on the latest cash flow forecasts, the stabilisation of renewable transport fuel certificate prices, and the successful completion of the restructure transaction, the directors of the Immediate Parent Company have a reasonable expectation that the wider Group has adequate resources to continue in operational existence for the foreseeable future, and to provide support to the CNG Foresight Limited Group should this be required.
The Directors of the Company have assessed the conclusions reached by the Directors of the Immediate Parent Company and agree with their conclusion. The Directors of the Company are satisfied that the Immediate Parent Company has the ability, intention and economic rationale to continue to support the Group.
Accordingly, the going concern basis has been adopted in preparing the financial statements.
Qualified Opinion
Basis for qualified opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the 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.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
Except for the matter described in the Basis for Qualified Opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in 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 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.
As explained more fully in the directors’ responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the group and parent company’s industry and its control environment, and reviewed the group and parent company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include data protection legislation, anti-bribery legislation; modern slavery legislation; operator licencing & vehicles legislation; dangerous goods legislation; employment legislation; and health and safety legislation.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the group and parent company for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be revenue recognition and management override.
Our audit procedures to response to the risk within revenue recognition include:
Obtaining an understanding of the revenue recognition process within the entity, and confirming whether this is in line with relevant standards
Recalculating expected monthly revenue based on third party dispense reports.
Our audit procedures to response to the risk of management override include:
Reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
Reviewing accounting estimates & judgements for biases
Performing risk-based sample testing on the posting of journals for any unusual or unexpected transactions which may indicate risks of material misstatement due to fraud or error
Enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations
Reading minutes of meetings of those charged with governance
Reviewing legal and professional expenses accounts for indications of undisclosed litigation, claims or instances of non-compliance
Evaluating the business rationale of any significant transactions identified that are unusual or outside the normal course of business
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The Group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
CNG Foresight Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TS. The Group's principal activities and nature of its operations are disclosed in the directors' report.
The Group consists of CNG Foresight Limited and all of its subsidiaries.
The financial statements are prepared in sterling, which is the functional currency of all the entities in the Group. Monetary amounts in these financial statements are rounded to the nearest £.
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
The consolidated group financial statements consist of the financial statements of the parent company CNG Foresight Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.
Natural gas sales relate to charges for the cost of natural gas drawn by customers. Natural gas prices are market driven which fluctuate monthly due to a range of micro and macro economic factors. Natural Gas revenue is recognised at the point of sale and customers are invoiced monthly. The point of sale is the point at which gas is dispensed to the customer.
Assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
In the financial statements of the parent company, interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for indicators of impairment at each reporting date. If indicators exist, then an impairment review is undertaken and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
The commencement of capitalisation begins when both finance costs and expenditure for the asset are being incurred and activities that are necessary to get the asset ready for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to get the asset ready for use are complete, or where construction is suspended for a significant period of time.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Group's estimate of the amount expected to be payable under a residual value guarantee; or the Group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Group. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:
Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).
Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):
Lack of Exchangeability (Amendments to IAS 21)
Annual Improvements to IFRS Accounting Standards — Volume 11
Amendments to IFRS 9 and IFRS 7 — Amendments to the Classification and Measurement of Financial Instruments
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Group.
In the application of the Company's accounting policies, the directors are 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 estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgements and key sources of estimation uncertainty which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
At each reporting date management carry out an assessment of indicators of impairment for the property, plant and equipment assets held by the Group, which are principally comprised of compressed natural gas refuelling stations. As part of this assessment the management performs a value in use calculation by discounting estimated future post-tax cash flows to their present value using a post-tax discount rate.
For the purposes of impairment assessment, management have assessed that the combined network of stations held by subsidiaries of the Group are a single cash generating unit due to the fact that the Group's strategy is country-wide coverage to ensure customers are served wherever they need to refuel nationwide. Operational management is therefore monitored and assessed on the position of the combined network of stations, rather than individual locations.
Property, plant and equipment assets are depreciated over their estimated useful economic lives (UEL), which is estimated by management in terms of how long the assets will remain operational and continue to generate economic benefits. Any anticipated residual values are taken into account where appropriate. The actual useful lives of assets and their estimated residual values are reviewed annually and can vary based on a number of factors. The assessment of residual values consider the condition, remaining useful live and projected disposal value of the asset. The significance of this estimate is that it will determine the value of depreciation charged to the income statement each year and the carrying value of property, plant and equipment in the statement of financial position.
In respect of Compressed Natural Gas refuelling station development costs, included within plant and equipment, the depreciation charge for each full year, at 20 years UEL, is £4,327,000. The sensitivity on annual depreciation charges arising on this class of asset, due to estimates of UEL, can be illustrated as follows (figures rounded to the nearest £000's):
The additional depreciation charge that would be incurred should UEL estimate be revised down to:
15 years UEL (-5 years), would result in an increase of £1,442,000 per year
10 years UEL (-10 years), would result in an increase of £4,327,000 per year
The reduction in depreciation charge that would be realised should UEL estimate be revised up to:
25 years UEL (+5 years), would result in a decrease of £865,000 per year
30 years UEL (+10 years), would result in a decrease of £1,442,000 per year
The carrying value of property, plant and equipment which this estimate affects was £75,799,188 (2024: £65,231,088) at the reporting date.
*the prior period value has been restated to remove the value of fuel duty presented within cost of sales, which is not considered to be part of the inventories expensed. No restatement to the prior year statement of comprehensive income arose and this restatement affects this disclosure only.
The average monthly number of persons employed by the Group during the year was:
The Group had no employees other than its directors in the current and prior year, who received no emoluments in either period for their services to the Group.
The Group has tax adjusted losses, non-trade loan relationship deficits and corporate interest restrictions carried forward of £74,255,926 (2024: £53,586,047*) and temporary differences relating to accelerated capital allowances of £39,907,520 (2024: £32,957,600*). A net deferred tax asset of £8,317,925 (2024: £5,292,990*) has not been recognised, as the timing and profitability of future taxable profits arising within the Group against which to utilise these losses and restriction, is uncertain.
The unused tax losses do not have an expiry date.
*as restated following finalisation of the prior year's tax computations subsequent to the signing of the prior year's financial statements.
Property, plant and equipment includes right-of-use assets, as follows:
Details of the Company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
All listed subsidiaries have claimed exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 March 2025.
CNG Foresight Limited as parent of the Group and the entities listed has given a statutory guarantee under section 479C of the Companies Act 2006, guaranteeing all of the outstanding liabilities to which the subsidiaries are subject to at the year end.
Trade receivables are comprised of amounts owed from related parties conducted under standard payment terms.
Trade receivables outstanding at the reporting date can be analysed with respect to balances past due as follows:
Current within terms: £1,465,945 (2024: £nil)
Within 1 month past due: £4,453,257 (2024: £3,027,896)
1-3 months past due: £3,021,093 (2024: £10,746,054)
Older than 3 months: £nil (2024: £379,856)
Amounts owed by related parties consist of intercompany loans, which are unsecured, bear no interest and are repayable on demand.
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
The Directors of the Group consider the Group’s credit risk as the risk that trade receivables, intercompany balances, or amounts recognised as accrued income to be invoiced, are not recoverable from the counterparty. The primary receivables of the Group are trade receivables and accrued income balances owed by CNG Fuels Ltd.
The directors consider exposure to credit risk in respect of these receivable balances to be remote, due to the nature of the relationship between the Group, Company and counterparties, as well as the established commercial arrangements in place between the entities.
The Group is party to and monitors financial information available relating to its primary receivables, to make an ongoing assessment of the credit worthiness of each party and uses this information to ensure they respond effectively to any signs of credit risk, should they arise.
The Group and its counterparties share key management personnel and are privy to the financial information of one another, in order to gain sufficient confidence of the liquidity of the counterparties, and act promptly to respond to any new information which would give rise to any changes in the director's assessment of credit worthiness of the counterparties.
No trade receivables, or accrued income balances are impaired at either reporting date and are not stated net of any allowances for doubtful debts or expected credit losses.
The expected credit loss applied to receivable balances is based on the Group's credit losses, which are nil. As such management has not elected to provide for any expected credit losses arising against receivables outstanding at the period end.
Loans from parent undertaking consist of loan notes issued by CNG Foresight Holding Limited to the Group. These loan notes are unsecured, carry interest of 9% per annum which compounds monthly and matures December 2030. Please refer to note 28 for more information regarding the restructuring of the Group, which significantly impacts the structure to the debt held within the Group.
Lombard loans represent financing provided to the Group under sale and leaseback agreements in relation to plant and equipment of the Group. The sales of the related assets were not deemed to meet the criteria for transfer of control, and as such the related assets remained recognised within property, plant and equipment and a financing liability has been recognised for the proceeds received. The financing liabilities arising have been recognised under IFRS 9 Financial Instruments, and are measured at amortised cost, applying the effective interest method. The terms of the financing arrangement are repayments made evenly over 60 months from commencement of the arrangement.
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
Included within trade payables are amounts owed to related parties of £560,387 (2024: £11,503,935) conducted under the suppliers' standard payment terms.
Amounts owed to related parties consist of intercompany loans, which are unsecured, bear no interest and are repayable on demand.
The following table details the remaining contractual maturity for the Group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.
Responsibility for liquidity risk management rests with the board of directors and senior finance personnel of the Group, who have established an appropriate liquidity risk management framework suitable to the needs and considerations of the Group.
The Group assesses its liquidity risk to be low, based on several structural and strategic factors that contribute to its financial stability and ability to meet obligations as they fall due. The Group benefits from shared management and ownership across its primary creditors and operational entities, which significantly reduces the risk of unexpected debt recalls.
In the medium to long term, the Group maintains a prudent debt structuring policy, with the majority of its liabilities classified as long-term. Management continuously monitor forecasts and projected cash flows, and aim to continue matching the maturity profiles of upcoming financial assets and liabilities. Subsequent to the year end, a group restructure was undertaken (see note 28) where long term borrowings of £135.4m were covered to equity, which substantially removes all liquidity risk associated with the Group's primary borrowings.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
Contingent rents recognised as an expense in the year amount to £87,796 (2024: £210,340).
The Group applies IFRS 16 Leases as the standard to which it recognises and accounts for its leasing arrangements. Leases of land under long term rental agreements are recognised as right-of-use assets, depreciated over the term of the lease and corresponding lease liabilities recognised for the present value of future payments due under the lease.
Subsidiaries of the Group recognise right-of-use assets for the leasehold land upon which the assets of those subsidiaries are situated. Subsidiaries party to 10 year leases for land, include an optional extension of 10 years beyond the current lease terms, within the measurement of their respective lease liabilities, due to the anticipated useful economic life of the Group's assets typically being 20 years. Leases held by subsidiaries which have a 20 year initial lease term also include options to extend, but these options are not included in the measurement of such leases.
Information on depreciation charges against right-of-use lease assets can be seen in note 11 and a reconciliation of the movements on lease liabilities can be seen in note 32 to the financial statements.
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period. Deferred tax liabilities arise on accelerated capital allowances ("ACAs") where the net book value of plant and machinery subject to capital allowances remains in excess of the tax written down value of the assets.
The Group recognises deferred tax assets on its tax adjusted losses to the extent of its deferred tax liabilities at a group level. Subsidiaries within the Group recognised deferred tax assets in excess of their deferred tax liabilities only where future taxable profits are sufficiently probable to gain a benefit from the utilisation of tax losses at the reporting date. Probability of future taxable profits is determined by management with a combination of budgets, forecasts and a degree of judgements and estimates about future trading outlook and profitability.
Deferred tax assets and liabilities are recognised at 25% (main UK corporate tax rate) of the tax losses, ACAs and timing differences to which they relate.
The deferred tax assets and liabilities of the Group undertakings have been offset at consolidation as these fall under the same UK tax jurisdiction and fall within the same Group for tax purposes.
Decommissioning provisions relate to obligations arising from terms included in the leases of the land upon which a number of the Group's assets are situated. The Group has an obligation to remove equipment and restore the sites to their original condition when the leases commenced. The provisions recognised reflects the present value of the expected future cash flows to carry out such work. Economic outflows relating to these provisions are expected to arise no earlier than the end of the estimated useful economic life of the Group's assets, forecast to be between July 2030 and November 2043. A degree of uncertainty exists as to the timing of such outflows, due to the anticipated renewal of land leases beyond current and optional renewal terms.
Due to the various timings of the expected outflows to which the provisions relate to within the Group, the present value of the provision has been calculated by inflating forecast costs at 2% per annum, being the UK's long term inflation rate target. The inflated future outflows have then been discounted back to present value using appropriate discount rates between 3.8% to 4.4% (2024: 3.9% to 4.4%), derived from the rates applicable to borrowing instruments available over comparable time periods between the reporting date and the date of the expected future cash outflow.
At the reporting date, the Company had 2 classes of Ordinary share capital in issue with the following prescribed particulars;
A Ordinary shares: a right to receive notice of, to attend, speak and vote at all general meetings of the company. The shares carry the right to receive a dividend and capital distribution upon liquidation. The A shares are subject to the enhanced rights set out in Article 18 and 19 of the company's Articles of Association lodged at the registrar dated 4 December 2020.
B Ordinary shares: a right to receive notice of, to attend, speak and vote at all general meetings of the company. The shares carry the right to receive a dividend and capital distribution upon liquidation.
There were no movements in share capital during the year.
Please refer to note 28 for more information regarding the restructuring of the Group post year end.
On 9 May 2024 the Group acquired 100 percent of the issued capital of
The acquired subsidiary had minimal activity at the time of acquisition and does not represent a business combination as specified by criteria in IFRS 3 Business Combinations. As such, the acquisition has been accounted for as an acquisition of assets, with the value of the consideration paid being attributed to the cost of site preparation, as permitted by IAS 16 Property, plant and equipment.
Acquisition of a business
On 29 October 2024 the Group acquired 100 percent of the issued capital of
At 31 March 2025 the Group had capital commitments as follows:
During the year the Group entered into the following transactions with related parties:
Sales and purchases in the year relating to entities which have significant influence over the Group relates to revenues invoiced to and the purchase of natural gas and electricity units from CNG Fuels Ltd. These transactions were at market rate.
Interest charged to the Group during the period was from CNG Foresight Holding Limited, relating to loan notes issued to the Group's parent, CNG Foresight Limited.
Purchases of services from entities which have significant influence over the Group, were that of recharged administrative expenditure from CNG Fuels Ltd, under an operator and management agreement.
EPC costs from entities which have significant influence over the Group, relates to the development of its assets under construction and purchased other plant and equipment under EPC development contracts.
The Group purchased 2 subsidiaries from CNG Fuels Ltd during the period for a total consideration of £400,000 (2024: £1,200,000).
The following amounts were outstanding at the reporting end date:
Amounts due to the parent company consist of loan notes borrowings, which are unsecured, carry interest of 9% per annum and mature December 2030.
Amounts due to entities with significant influence over the Group, consist of:
Intercompany loans of £118,924 (2024: £117,824), which are unsecured, carry no interest and are repayable on demand.
Trade payable balances of £560,386 (2024: £11,503,935), which are unsecured, bear no interest and are due within the the supplier's standard credit terms.
The following amounts were outstanding at the reporting end date:
Amounts due from entities with significant influence over the Group consist of:
Intercompany loans of £138,231 (2024: £81,841), which are unsecured, carry no interest and are repayable on demand.
Trade receivable balances of £8,940,295 (2024: £14,153,807), which are unsecured, bear no interest and are due within the standard credit terms.
At 31 March 2025, the Group had total capital commitments of £228,727 (2024: £6,056,427) which relate to the development of the Group's assets under construction under Engineering, Procurement and Construction ("EPC") contracts. The EPC contracts are with CNG Fuels Ltd, an entity with significant influence over the Group.
At the reporting date, the immediate parent company was CNG Foresight Holding Limited and its registered office is C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.
On 11 April 2025, the wider CNG Foresight Holding Limited group undertook a reorganisation which resulted in CNG Fuels Ltd becoming the immediate parent undertaking. CNG Fuels Ltd is incorporated in the United Kingdom and its registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, United Kingdom, RG41 5TS. CNG Fuels Ltd will be the smallest and largest group to consolidate the results of the CNG Foresight Group for the forthcoming financial year.
The ultimate parent company remains Averon Park Limited and its registered office is C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.
Averon Park Limited is owned by a number of shareholders and individually no shareholder can exert control.
In the prior year, other non-cash changes to borrowings relates to the granting of loan notes to the Group, for which no cash inflow was received.
Other non-cash changes to obligations under finance leases in the current year relate to the remeasurement of a lease liability arising on the variation of payments due under the terms of the lease. Other non-cash changes in the prior year were in relation to payments made against lease liabilities by non-group related parties and the remeasurement of a lease liability arising on the variation of payments due under the terms of the lease.
CNG Foresight Limited is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, United Kingdom, RG41 5TS. The Company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements have been prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
Revenue
The Company applies the same accounting policies in respect of revenue as detailed in the Group accounting policy 1.5. The Company generates a revenue stream which is eliminated at consolidation but sits within the Company's result for the year, which is as follows:
Reimbursement of operating costs
Revenue relating to the reimbursement of operating costs is derived from recharges of costs incurred by the Company in its capacity as parent undertaking to its subsidiaries. Recharges are made at cost and invoiced to subsidiaries monthly as the costs are incurred.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are subsequently measured net of provision for expected credit losses. Expected credit losses are measured at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition of the financial asset. If at the reporting date the credit risk has not increased, the expected credit loss allowance for that instrument is at an amount equal to 12-month expected credit losses. The exception to the above is in respect of trade receivables and accrued income balances resulting from transactions within the scope of IFRS 15 - Revenue from Contracts with Customers, where the Company measures the loss allowance at an amount equal to lifetime expected credit losses where the receivable does not contain a significant financing component. The Company applies the simplified approach detailed above in respect of its trade receivables and accrued income balances.
In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Company. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:
Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).
Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):
Lack of Exchangeability (Amendments to IAS 21)
Annual Improvements to IFRS Accounting Standards — Volume 11
Amendments to IFRS 9 and IFRS 7 — Amendments to the Classification and Measurement of Financial Instruments
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Company.
In the application of the Company's accounting policies, the directors are 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 estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgements and key sources of estimation uncertainty which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
The Company assesses all of its investments for indicators of impairment and recoverability at the reporting date. This involves making judgements about the recoverable value of such assets achieved either through use or sale of the asset, to assess for any impairment required to the carrying value stated within the financial statements. Recoverability is assessed through a combination of reviewing the net asset values of the business concerned and their ability to generate future economic benefits and cash flows for the Company.
For the purposes of impairment assessment, management have assessed that the combined network of stations held by subsidiaries of the Group are a single cash generating unit due to the fact that the Group's strategy is country-wide coverage to ensure customers are served wherever they need to refuel nationwide. Operational management is therefore monitored and assessed on the position of the combined network of stations, rather than individual locations.
The average monthly number of persons employed by the Company during the year was:
The Company had no employees other than its directors in the current and prior year, who received no emoluments in either period for their services to the Company.
Details of the Company's principal operating subsidiaries are included in the notes to the Group financial statements.
Current amounts owed by subsidiary undertakings consist of intercompany loans, which are unsecured, bear no interest and are repayable on demand.
Non-current amounts owed by subsidiary undertakings consist of unsecured loan note receivables, which carry interest at 9% per annum and mature 31 December 2030. Upon maturity the capital and accrued interest will become receivable in full.
Credit Risk
The Directors of the Company consider the Company’s credit risk as the risk that loan receivables, intercompany balances, or amounts recognised as accrued income to be invoiced, are not recoverable from the counterparty.
The primary receivables of the Company are its loan receivables owed by subsidiary undertakings.
The directors consider exposure to credit risk in respect of these receivable balances to be remote, due to the nature of the relationship between the Group, Company and counterparties, as well as the established commercial arrangements in place between the entities.
The Company is party to and monitors financial information available relating to its primary receivables, to make an ongoing assessment of the credit worthiness of each party and uses this information to ensure they respond effectively to any signs of credit risk, should they arise.
The Group and its counterparties share key management personnel and are privy to the financial information of one another, in order to gain sufficient confidence of the liquidity of the counterparties, and act promptly to respond to any new information which would give rise to any changes in the director's assessment of credit worthiness of the counterparties.
The directors have assessed that the credit risk of the primary receivables is low risk. Based on the available information as highlighted above, there have been no indications of significant increases in credit risk since initial recognition. Therefore, the expected credit loss allowance assessment has been based on 12-month expected credit losses, which is considered immaterial. As such management has not elected to provide for any expected credit losses arising against receivables outstanding at the period end.
No loan receivables, or accrued income balances are impaired at either reporting date and are not stated net of any allowances for doubtful debts or expected credit losses.
Amounts owed to subsidiary undertakings and related parties consist of intercompany loans, which are unsecured, do not bear interest and are repayable on demand.
Loans from parent undertaking consist of loan notes issued by CNG Foresight Holding Limited to the Group. These loan notes are unsecured, carry interest of 9% per annum which compounds monthly and matures December 2030. Please refer to note 28 for more information regarding the restructuring of the Group, which significantly impacts the structure to the debt held within the Group.
Lombard loans represent financing provided to the Group under sale and leaseback agreements in relation to plant and equipment of the Group. The sales of the related assets were not deemed to meet the criteria for transfer of control, and as such the related assets remained recognised within property, plant and equipment and a financing liability has been recognised for the proceeds received. The financing liabilities arising have been recognised under IFRS 9 Financial Instruments, and are measured at amortised cost, applying the effective interest method. The terms of the financing arrangement are repayments made evenly over 60 months from commencement of the arrangement.
Other movements on borrowings in the prior year were comprised of loan note borrowings issued to the Company, for which no cash proceeds were received.