Registration number:
NextStep One Limited
for the Year Ended 31 December 2024
NextStep One Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Company Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Company Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
NextStep One Limited
Company Information
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Directors |
Mr Enrico Corazza Mr Filippo Tenderini |
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Company secretary |
Lea Secretaries Limited |
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Registered office |
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Auditors |
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NextStep One Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
References in this report to the "Company" mean NextStep One Limited, together with its subsidiaries, the "Group".
Principal activity
The principal activity of the group is that of open-ended investment companies.
Business Review
During the year, the Company acquired control of NextStep SRL, resulting in the preparation of consolidated financial statements for the first time. The results of the subsidiary have been consolidated from the date control was obtained.
Comparative figures presented in these financial statements relate to the Company only and are therefore not directly comparable with the current year's group results.
During the year, the Company generated revenue from its investment activities. No revenue was generated in the prior year as the Company was in the early stages of its operations.
The loss for the financial year ended 31 December 2024 was £101,952 (2023 - £155,825).
During the year, the Group saw a fall in its Cash at bank and in hand balance as a result of monies paid for the acquisition of additional financial investments exceeding proceeds received from the issue of new shares.
The level of debtors at the year end reflects amounts due from group companies and trade receivables arising in the normal course of business. The directors consider these balances to be fully recoverable.
Cash at bank and in hand remained at a level sufficient to meet the company's operational needs. The Company maintains a prudent approach to liquidity, ensuring adequate cash reserves are available to support ongoing activities and any short-term obligations.
Principal risks and uncertainties
The management of the business and execution of the Group's strategy are subject to a number of risks. The principal risks are market risk, credit risk and liquidity risk. The principal risks of the Group are monitored by Management. Where Management identifies that specific risks are material to the Group, the financial impact of these risks is considered as part of business planning and capital management.
Market Risk
Market risk is the risk of fluctuations in the financial markets that can affect investor appetite. Economic downturns may lead to reduced asset values and liquidity challenges.
Liquidity Risk
Liquidity risk is the risk of an entity encountering difficulty in meeting obligations with financial liabilities. Liquidity management is performed centrally by Group Finance with oversight from the CFO. The Group has a scalable business model allowing it to be able to react effectively and quickly.
Credit Risk
Credit risk is the risk that a counterparty will fail to complete its contractual obligations when they fall due. The Company mitigates this risk by placing priority of this payment over other obligations of the funds and undertaking thorough due diligence on counter parties.
NextStep One Limited
Strategic Report for the Year Ended 31 December 2024
Future Development
The directors expect the Company to continue trading along similar lines in the forthcoming year and will continue to monitor performance and market conditions, taking appropriate action where necessary.
Approved and authorised by the
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NextStep One Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Results and dividends
The Group reported a loss after tax of £101,952 (2023 - £155,825).
The directors do not recommend payment of a dividend for the year (2023 - £Nil).
Political donations
The Company did not make any political donations or incur any political expenditure during the year (2023 - £Nil).
Qualifying third party indemnity provisions
The Group has not made qualifying third party indemnity provisions for the benefit of its directors during the year.
Employee involvement
The Group do not have any employees to place considerable involvement to its employees.
Directors' interest
One of the directors has an interest in the accounting firm that provides professional services to the Company. The director has declared this interest in accordance with the requirements of the Companies Act 2006
Going concern
The directors are confident that the Company has sufficient resources to continue its operations for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements. As such, the going concern basis has been adopted in the preparation of the annual report and financial statements.
In reaching this conclusion, the directors have considered the Company's current financial position, projected cash flows, and the ongoing support from other group companies. No material uncertainties have been identified that would cast significant doubt on the Company's ability to continue as a going concern.
Principle risks and uncertainties
The Strategic Report on page 2 includes the details of the Group's exposure to financial risks and how these are managed.
Post balance sheet events
On 13 January 2025, the Company issued a further 838,000 ordinary shares at par. All shares issued were fully paid.
Disclosure of information to the auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
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so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and |
NextStep One Limited
Directors' Report for the Year Ended 31 December 2024
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the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. |
This information is given and should be interpreted in accordance with the provision of s418 of the Companies Act 2006.
Reappointment of auditor
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and The Audit Experts will therefore continue in office.
Approved and authorised by the
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NextStep One Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
NextStep One Limited
Independent Auditor's Report to the Members of NextStep One Limited
Opinion
We have audited the financial statements of NextStep One Limited (the ' company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the company's affairs as at 31 December 2024 and of the group's 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group and 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 director's 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 group's and the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 matters
We draw your attention to the fact that this is the first year or our audit of the financial statements. As a result, we have not been engaged to audit the opening balances or comparative numbers for the prior period presented in the financial statements. These opening balances and comparative figures were unaudited, and we have not expressed any assurance on them. Our opinion is based on solely the audited financial statements for the current period.
We also draw attention to the disclosures in the financial statements regarding the Company's acquisition of control of NextStep SRL during the year. These financial statements are the first consolidated financial statements prepared by the Company. Comparative figures relate to the parent company only and are therefore not comparable with the current year's group results. Our opinion is not modified in respect of this matter.
NextStep One Limited
Independent Auditor's Report to the Members of NextStep One Limited
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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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 |
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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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, 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 and the group'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.
NextStep One Limited
Independent Auditor's Report to the Members of NextStep One Limited
Auditor 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.
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 specific procedures for this engagement and the extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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Enquiries of management including consideration of knowns or suspected instances of non-compliance with laws and regulations and fraud; |
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Using analytical procedures to identify any unusual or unexpected relationships; and |
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Performing audit work over the risk of management override of controls, including testing or journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though we have properly planned and performed our audit in accordance with the auditing standards, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.
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For and on behalf of
Hammersmith
London
W6 8DA
NextStep One Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
Unaudited |
|
|
Turnover |
|
- |
|
|
Cost of sales |
( |
- |
|
|
Gross loss |
( |
- |
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
- |
|
|
Operating loss |
( |
( |
|
|
Interest payable and similar expenses |
( |
- |
|
|
Share of profit/(loss) of equity accounted investees |
|
( |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
( |
- |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
|
|
Non-controlling interests |
( |
- |
|
|
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
NextStep One Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
Unaudited |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation gains |
|
- |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
|
Non-controlling interests |
( |
- |
|
( |
( |
NextStep One Limited
(Registration number: 14260208)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
Unaudited |
|
|
Fixed assets |
|||
|
Intangible assets |
|
- |
|
|
Investments |
- |
( |
|
|
Other financial assets |
581,662 |
379,976 |
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|
|
|
||
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Current assets |
|||
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Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
1,521,000 |
871,000 |
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Other reserves |
974 |
- |
|
|
Retained earnings |
(231,144) |
(155,825) |
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|
Equity attributable to owners of the company |
1,290,830 |
715,175 |
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|
Non-controlling interests |
(2,950) |
- |
|
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Total equity |
1,287,880 |
715,175 |
Approved and authorised by the
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NextStep One Limited
(Registration number: 14260208)
Company Balance Sheet as at 31 December 2024
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Note |
2024 |
Unaudited |
|
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Fixed assets |
|||
|
Investments |
|
|
|
|
Other financial assets |
581,662 |
379,976 |
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|
|
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||
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Current assets |
|||
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Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
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Net current assets |
|
|
|
|
Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
1,521,000 |
871,000 |
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Retained earnings |
(272,403) |
(151,743) |
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Shareholders' funds |
1,248,597 |
719,257 |
The company made a loss after tax for the financial year of £120,660 (2023 - loss of £151,743).
Approved and authorised by the
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NextStep One Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Foreign currency translation reserve |
Retained earnings |
Total |
|
|
At 1 January 2024 - unaudited |
|
- |
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
Other comprehensive income |
- |
|
- |
|
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New share capital subscribed |
|
- |
- |
|
|
Other movements on reserves |
- |
- |
- |
- |
|
At 31 December 2024 |
|
|
( |
|
|
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2024 - unaudited |
- |
|
|
Loss for the year |
( |
( |
|
Other comprehensive income |
- |
|
|
New share capital subscribed |
- |
|
|
Other movements on reserves |
23,683 |
23,683 |
|
At 31 December 2024 |
( |
|
|
Share capital |
Retained earnings |
Total |
Total equity |
|
|
Loss for the year - unaudited |
- |
( |
( |
( |
|
New share capital subscribed - unaudited |
|
- |
|
|
|
At 31 December 2023 - unaudited |
871,000 |
(155,825) |
715,175 |
715,175 |
NextStep One Limited
Company Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2024 - unaudited |
|
( |
|
|
Loss for the year |
- |
( |
( |
|
New share capital subscribed |
|
- |
|
|
At 31 December 2024 |
|
( |
|
|
Share capital |
Retained earnings |
Total |
|
|
Loss for the year - unaudited |
- |
( |
( |
|
New share capital subscribed - unaudited |
|
- |
|
|
At 31 December 2023 - unaudited |
871,000 |
(151,743) |
719,257 |
NextStep One Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
Unaudited |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
- |
|
|
Finance costs |
|
- |
|
|
Share of profit/loss of equity accounted investees |
( |
|
|
|
Income tax expense |
|
- |
|
|
Foreign exchange gains/losses |
|
|
|
|
Bargian purchase |
(27,137) |
- |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Increase in trade debtors |
( |
( |
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
( |
( |
|
|
Income taxes paid |
( |
- |
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Acquisition of intangible assets |
( |
- |
|
|
Acquisition of investments in joint ventures and associates |
( |
( |
|
|
Acquisition of financial investments other than trading investments |
( |
( |
|
|
Increase in net assets from acquisition |
71,766 |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
- |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Net cash flows from financing activities |
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
- |
|
|
Effect of exchange rate fluctuations on cash held |
( |
( |
|
|
Cash and cash equivalents at 31 December |
125,734 |
233,573 |
|
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
The financial statements are the first consolidated financial statements of the Company. Further information on the basis of preparation is set out below.
These financial statements are prepared on a going concern basis, under the historical cost convention, except that as disclosed in the accounting policies certain items are shown at fair value. The functional and presentational currency is Pound Sterling (£).
The company has taken advantage of the exemption in section 408 of the Companies Act from presenting its individual profit and loss account.
The company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the company's cash flows.
The company has taken advantage of exemption provided by FRS 102 section 33 "Related Party Transactions" not to disclose transactions with other Next Energy Capital Sarl wholly owned subsidiaries who are related parties.
Basis of consolidation
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
The company acquired control of NextStep SRL during the year. These financial statements are the first group financial statements prepared by the company. Comparative figures relate to the parent company only and are therefore not comparable with the current years group results.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination.
Going concern
As mentioned in the Directors' Report, the directors are confident that the company has sufficient resources to continue its operations for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements. As such, the going concern basis has been adopted in the preparation of the annual report and financial statements.
In reaching this conclusion, the directors have considered the company's current financial position, projected cash flows, and the ongoing support from other group companies. No material uncertainties have been identified that would cast significant doubt on the company's ability to continue as a going concern.
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Judgements
The Group's investments include holdings in early-stage renewable energy projects. The assessment of whether these investments are impaired requires judgment. This is because the projects are in development phases where detailed financial information may not be readily available, and their future success depends on factors such as technology viability, regulatory approvals, and final project commissioning. |
Management assesses impairment triggers by evaluating the progress of each project against its development plan, reviewing key technological milestones, and considering market and regulatory developments. These judgments are based on management's historical experience, expert reports, and the current status of the projects. |
The Group holds investments in various entities. Management assesses whether these should be accounted for as subsidiaries, associates or financial assets. This clarification involves judgement regarding control, significant influence, and the business model for holding the investment. |
Key sources of estimation uncertainty
The preparation of financial statements under FRS 102 requires the use of estimates and assumptions. The following areas involve significant estimation uncertainty that could result in the a material adjustment to the carrying amounts of assets or liabilities in the next financial year.
The company reviews the carrying values of investments in subsidiaries and associates for impairment where indicators exist.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity; and
- specific criteria have been met for each of the group's activities, for example, when the contractual services are delivered to customers.
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
The trading results of group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year-end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in 'Other comprehensive income' and allocated to non-controlling interest as appropriate.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
The cost of business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities assumed, plus costs directly attributable to the business combination. The excess or deficit of the cost of a business combination over the fair value of the identifiable assets and liabilities is recognised as goodwill or bargain purchase respectively.
Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Software |
10 years straight-line |
Amortisation is included in 'administrative expenses' in the profit and loss account.
Investments
Investments in the company's balance sheet are stated at cost less any impairment. They are reviewed annually for indicators of impairment.
Other financial assets, including investments in equity investments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. If the instruments are publicly traded or their fair value can otherwise be measured reliably, the investments shall be measured at fair value recognised in profit or loss and all other such investments shall be measured at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Related party transactions
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
Unaudited |
|
|
Rendering of services |
|
- |
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
Note |
2024 |
Unaudited |
|
|
Bargain purchase |
|
- |
|
Operating loss |
Arrived at after charging/(crediting)
|
2024 |
Unaudited |
|
|
Amortisation expense |
|
- |
|
Foreign exchange losses |
|
|
|
Auditor's remuneration - The audit of the company's annual accounts |
15,000 |
- |
|
Interest payable and similar expenses |
|
2024 |
Unaudited |
|
|
Interest expense on other finance liabilities |
|
- |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
Unaudited |
|
|
Wages and salaries |
|
- |
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
|
|
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
Unaudited |
|
|
Remuneration |
|
- |
The director did not receive any remuneration in the prior year. Remuneration was introduced and paid during the current year.
|
Auditors' remuneration |
|
2024 |
Unaudited |
|
|
Audit of these financial statements |
15,000 |
- |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
Unaudited |
|
|
Current taxation |
||
|
UK corporation tax |
|
- |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
Unaudited |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
- |
|
Tax increase from other short-term timing differences |
- |
|
|
Effect of foreign tax rates |
|
- |
|
Total tax charge |
|
- |
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Software |
Total |
|
|
Cost or valuation |
||
|
Additions acquired separately |
|
|
|
At 31 December 2024 |
|
|
|
Amortisation |
||
|
Amortisation charge |
|
|
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
20122 Milano (MI) Galleria, Passarella 2 |
|
|
|
|
Italy |
||||
|
Associates |
||||
|
|
20122 Milano (MI) Galleria, Passarella 2
|
Ordinary |
|
|
|
Italy |
||||
Subsidiary undertakings
|
NextStep S.R.L The principal activity of NextStep S.R.L is |
The aggregate of the share capital and reserves as at 31 December and the profit or loss for the period ended on that date for the subsidiary undertaking was as follows:
|
Aggregate of share capital and reserves |
Profit/(Loss) |
|
|
NextStep S.R.L |
19,128 |
(27,118) |
Associate undertakings
|
Nextstep S.R.L
The principal activity of Nextstep S.R.L is |
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
At 1 January |
(3,043) |
1,039 |
|
Profit (loss) during the period |
17,684 |
(4,082) |
|
Business combination |
(14,641) |
- |
|
Closing at 31 December |
- |
(3,043) |
The Group held an investment in Next Step SRL which was accounted for as an associate using the equity method until 23 June 2024. The Group's share of profit from Next Step SRL for the period 1 January to 23 June 2024 amounted to £17k, recognised within "Share of profit of associates" in the consolidated statement of comprehensive income.
On 24 June 2024, the Group acquired an additional 34% interest in Next Step SRL, obtaining control. The investment therefore became a subsidiary from this date and is fully consolidated. The carrying amount of the investment in associate immediately before obtaining control was £14k. This amount was remeasured to its acquisition-date fair value (which was equal to carrying amount) and has been included in the consideration transferred for the business combination as disclosed in Note 13.
Aggregate financial information of associates
|
2024 |
2023 |
|
|
Group's share of profit or loss in associates |
|
( |
Company
|
2024 |
Unaudited |
|
|
Investments in subsidiaries |
|
- |
|
Investments in associates |
- |
|
|
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
Additions |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Associates |
£ |
|
Cost |
|
|
At 1 January 2024 |
( |
|
Disposals |
|
|
At 31 December 2024 |
- |
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
- |
|
At 31 December 2023 Unaudited |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
20122 Milano (MI) Galleria, Passarella 2 Italy |
|
|
|
|
Associates |
||||
|
|
20122 Milano (MI) Galleria, Passarella 2 |
Ordinary |
|
|
|
Italy |
||||
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Business combinations |
On 24 June 2024, the Geroup acquired an additional 34% of the issued capital of NextStep SRL making a total ownership of 67%.
Net assets of business acquired
|
Assets |
Book value |
Adjustments |
Fair value |
|
Intangible assets |
28,754 |
- |
28,754 |
|
Receivables |
11,249 |
- |
11,249 |
|
Cash & bank |
212,429 |
- |
212,429 |
|
Prepayments |
11 |
- |
11 |
|
252,443 |
- |
252,443 |
|
Liabilities |
|||
|
Accumulated amortisation |
1,991 |
- |
1,991 |
|
Debts |
117,533 |
- |
117,533 |
|
Deferred income |
61,153 |
- |
61,153 |
|
180,677 |
- |
180,677 |
|
Total identifiable net assets |
71,766 |
- |
71,766 |
|
Non-controlling interest |
(23,683) |
|
Fair value of investment in associates |
(14,641) |
|
Bargain purchase |
(27,137) |
|
Total consideration |
6,306 |
Contingent consideration
The acquisition agreement includes potential additional consideration contingent upon the receipt of 'Extraordinary Consideration' from eight specified start-up investments by 7 September 2027. Management has determined that at the acquisition date, the recognition criteria under FRS 102 were not met as the contingent events were not considered probable and the fair value could not be measured reliably. No amount has been recognised in the purchase consideration. These contingent payments will be recognised if and when the contingencies are resolved and consideration becomes probable and measurable.
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Other financial assets |
Group and Company
|
Financial assets measured at amortised cost |
Total |
|
|
Non-current financial assets |
||
|
Cost or valuation |
||
|
At 1 January 2024 - unaudited |
379,976 |
379,976 |
|
Additions |
201,686 |
201,686 |
|
At 31 December 2024 |
581,662 |
581,662 |
|
Carrying amount |
||
|
At 31 December 2024 |
|
581,662 |
|
At 31 December 2023 - unaudited |
|
379,976 |
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
Unaudited |
2024 |
Unaudited |
|
Trade debtors |
|
- |
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
- |
|
|
Other debtors |
- |
|
- |
|
|
|
Prepayments |
|
- |
|
- |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
Unaudited |
2024 |
Unaudited |
|
|
Cash at bank |
|
|
|
|
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
Unaudited |
2024 |
Unaudited |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Other payables |
- |
|
- |
|
|
|
Accruals |
|
|
|
|
|
|
|
|
|
|
||
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
Unaudited |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary of £1 each |
1,521,000 |
1,521,000 |
871,000 |
871,000 |
On, 5 April 2024, the company issued 650,000 Ordinary shares at par. The total proceeds received were £650,000.
All shares carry full rights with regards to dividends, voting and capital distribution (including on winding up). They do not confer any rights of redemption.
|
Related party transactions |
|
Other transactions with directors |
A director of the Company is also a principal of the accounting firm that provides professional services to the Company. Transactions with the accounting firm during the year were undertaken on normal commercial terms. Fees charged during the year amounted to £18,951.77 (prior year: £18,937.89). At the year end, an amount of £1,540 (prior year: £5,150.42) was outstanding and included within creditors
|
Parent and ultimate parent undertaking |
The company's immediate and ultimate parent company is NextEnergy Capital s.a.r.l., a company incorporated in Luxembourg.
The ultimate controlling party is Michael Bonte-Friedheim and Aldo Beolchini by virtue of his majority shareholding of the group.
NextStep One Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Post balance sheet events |
|
|
|
Auditor limitation liability |
An auditors’ limitation of liability agreement has been approved by the directors on 23 December 2025 for the financial year ended 31 December 2024.
The principal terms and conditions are as below:
|
• |
The agreement limits the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust , occurring in the course of audit of the Company’s accounts and pursuant to this agreement of which the auditor may be guilty in relation to the Company. |
|
• |
The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above. |