Shawton Energy SPV Limited - Limited company accounts 25.1

Page

Company Information

Report of the Directors

Report of the Independent Auditors

Income Statement

Balance Sheet

Notes to the Financial Statements

DIRECTORS:

Mr J M Shaw

Mr J C Behan

Mr J L Sullivan

REGISTERED OFFICE:

Unit 1, Sankey Valley Industrial Estate

Junction Lane

Newton-Le-Willows

WA12 8DN

REGISTERED NUMBER:

13612233 (England and Wales)

AUDITORS:

Saffery LLP

Level 4

9 Haymarket Square

Edinburgh

EH3 8RY

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

Mr J M Shaw , Mr J C Behan and Mr J L Sullivan were appointed as directors after 31 December 2024 but prior to the date of this report.

Mr J M Shaw , Mr J Cresswell , Mr R B P Wall and Mr D Stewart ceased to be directors after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Saffery LLP, were appointed during the year and will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr J M Shaw - Director

24 December 2025

Opinion

We have audited the financial statements of Shawton Energy SPV Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet 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 company's affairs as at 31 December 2024 and of its result for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The 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. 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

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

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

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006, and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Other matters which we are required to address.

In the previous accounting period the members of the company took advantage of audit exemption under s477 of the Companies Act 2006. Therefore the comparative financial information presented in these financial statements has not been subject to audit..

Use of our report

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

Kenneth McDowell (Senior Statutory Auditor)

for and on behalf of Saffery LLP

Level 4

9 Haymarket Square

Edinburgh

EH3 8RY

24 December 2025

TURNOVER

OPERATING PROFIT

Interest receivable and similar income

111,142

Interest payable and similar expenses

(111,142

)

PROFIT BEFORE TAXATION

Tax on profit

PROFIT FOR THE FINANCIAL YEAR

FIXED ASSETS

Investments

CURRENT ASSETS

Debtors

3,326,673

Cash at bank

288,034

22,357

3,614,707

22,420

CREDITORS

Amounts falling due within one year

818,155

22,357

NET CURRENT ASSETS

2,796,552

TOTAL ASSETS LESS CURRENT LIABILITIES

2,796,567

CREDITORS

Amounts falling due after more than one

year

2,796,489

NET ASSETS

CAPITAL AND RESERVES

Called up share capital

100

Retained earnings

(22

)

(22

)

SHAREHOLDERS' FUNDS

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

Mr J M Shaw - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

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 year in which the estimate is revised where the revision affects only that year, or in the year of the revision and future years where the revision affects both current and future years.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's financial statements when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors,, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Amounts payable are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Going concern

At the date of approval of the financial statements, the company have prepared and approved up to date management accounts, budgets and cash flow projections which include key revenue and cost assumptions including a pipeline of contracts that the directors consider reasonable and prudent. As noted within Note 13 to the accounts the company was acquired subsequent to the year end with new financing arrangements as disclosed within this note. The new shareholders who are also the loan note holders have stated that they will not recall the loans to the company and will provide additional finance support as may be required for the going concern period. There have also confirmed that there are no intended structural changes which would affect the going concern basis of preparation.

Having considered the matters above, mindful of the equity and debt funding structure of the wider group have satisfied themselves on the ongoing support from the shareholders and the compliance with all funding covenants and overall funding continuity for a period of not less than 12 months from the date of approval of the financial statements and as a consequence have a reasonable expectation that the company 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.

Non-consolidation

The company qualifies as a small group under the Companies Act 2006 and has elected to take the exemption from preparing consolidated financial statements in accordance with Section 400 of the Act and FRS 102 Section 1A.

Investments in subsidiary undertakings are stated at cost less any provision for impairment. The carrying value is reviewed annually and adjusted for any indicators of impairment.

Details of the subsidiaries are disclosed in the relevant note to the accounts.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	PRIOR YEAR ADJUSTMENT

The results to 31 December 2023 have been restated to reflect the correct treatment of the company bank balance and associated amounts held on behalf of subsidiary companies. These were incorrectly netted off to zero rather than being shown separately.

The bank balance was understated by £22,357 and creditors understated by £22,357. The restatement has no impact on profit or equity.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

COST

At 1 January 2024

and 31 December 2024

NET BOOK VALUE

At 31 December 2024

At 31 December 2023

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Fixed asset investments represent the holding of 100% of the share capital of the following entities:

Shawton Energy SPV (Burnley) Limited

Shawton Energy SPV (I&N) Limited

Shawton Energy SPV (DUNGC) Limited

Shawton Energy SPV (OBGHUB) Limited

Shawton Energy SPV (OBGRAN) Limited

Shawton Energy SPV (OBGPHA) Limited

Shawton Energy SPV (SEL) Limited

Shawton Energy SPV (Withgill) Limited

Shawton Energy SPV (VH) Limited

Shawton Energy SPV2 Limited

Shawton Energy SPV3 Limited

Shawton Energy SPV4 Limited

Shawton Energy SPV5 Limited

Shawton Energy SPV6 Limited

Shawton Energy SPV7 Limited

The nature of the business of the above entities is the construction and operation of solar energy infrastructure.

All of the above entities have their registered office at Unit 1, Sankey Valley Industrial Estate, Junction Lane, Newton-Le-Willows, England, WA12 8DN.

DEBTORS

31.12.24

31.12.23

Amounts falling due within one year:

Amounts owed by group undertakings

419,042

Other debtors

111,142

530,184

Amounts falling due after more than one year:

Amounts owed by group undertakings

2,796,489

Aggregate amounts

3,326,673

See note 12 (Related Party Transactions) for more details of the amounts due from group undertakings.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as restated

Amounts owed to group undertakings

707,013

22,357

Other creditors

111,142

818,155

22,357

See note 12 (Related Party Disclosures) for more details of the amounts due to group undertakings.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

as restated

Amounts owed to group undertakings

2,796,489

See note 12 (Related Party Disclosures) for more details of the amounts due to group undertakings.

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.24

31.12.23

Loans from group undertakings

2,956,541

During the year, NRE (Shawton) Ltd registered a fixed and floating charge over the company's assets in respect of all indebtedness, liabilities and obligations that may be due, now or in the future.

See note 12 (Related Party Disclosures) for more details of the secured debts.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

100

Ordinary

100

11.	OTHER FINANCIAL COMMITMENTS

The company acts as primary obligator for loans made by NRE (Shawton) Limited to its subsidiary companies. These loans are secured by a fixed and floating charge over the company's assets. At the year end, the amounts owed to NRE (Shawton) Limited by the subsidiary companies was £2,227,108 (2023: £2,310,184).

12.	RELATED PARTY DISCLOSURES

During the year, the company made an interest free working capital loan, repayable on demand to Shawton Energy Limited of £258,900 and paid costs of £27 on their behalf. At the year end the balance owed by Shawton Energy Limited was £258,990 (2023: £63).

The company operates a single central bank account on behalf of it's subsidiary companies. At the year end £546,961 (2023: £22,537 as restated) was owed to subsidiary companies.

During the year, the company borrowed £2,956,541 from NRE (Shawton) Ltd in the form of loan notes (2023: £nil). Interest charged to the income statement was £111,142 (2023: £nil). At the year end, the balance owed on the loan notes was £2,956,541 of which £2,796,489 was included in 'Creditors: amounts falling due after more than one year' and £160,052 was included in 'Creditors: amounts falling due within one year'. Interest of £111,142 was accrued, included in 'Cther creditors' in note 7.

The loans received were lent in their entirety to four of their subsidiary companies with interest equal to the amount charged being receivable from the subsidiaries. At the year end, the balance owed to the company on the loans was £2,956,541 of which £2,796,489 was included in 'Debtors: amounts falling due after more than one year' and £160,052 was included in 'Debtors: amounts falling due within one year'. Interest of £111,142 was included in 'Cther debtors' in note 6.

13.	POST BALANCE SHEET EVENTS

After the year end, the company purchased 100% of the share capital of Shawton Energy Point Lane Ltd (formerly Conagan Limited) for £438,690.

After the year end, a fixed charge of shares was registered against the company by Triodos Bank UK Limited over the entire share capital of Shawton Energy Point Lane Ltd in respect of a 15 year £5m debt facility with a £400k VAT facility provided to that company.

On the 24 of November 2025 the entire share capital of the company was transferred to Ampyr Idea Asset Co Ltd.

Subsequent to the year end, the company loaned further loan capital to its subsidiaries totalling £2.876m funded by loans to the same level from NRE (Shawton) Limited. At the date of sale, loans with a capital value totalling £5.833m plus accrued interest rights were acquired by Ampyr Idea AssetCo Limited.

On 24 November 2025, the company's investments in ten of it's SPV subsidiary companies were disposed of to companies within the same group. All loan notes outstanding from these entities were transferred to Ampyr Idea AssetCo Limited.

14.	ULTIMATE CONTROLLING PARTY

At the date of approval and from 24 November 2025, the immediate parent of the company is Ampyr Idea AssetCo Limited, by virtue of its shareholding. Ampyr Idea AssetCo Limited is a private company incorporated in the United Kingdom. The ultimate holding company is AGP Founders Holdings Limited, a company incorporated in Cayman Islands.

There is no ultimate controlling party.