REGISTERED NUMBER: 09537639 (England and Wales)

LAPWING ENERGY LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

to

7

DIRECTORS:

N D S Brown

J F S Brown

REGISTERED OFFICE:

Everton Carr Farm

Claybank Lane

Everton

Doncaster

South Yorkshire

DN10 5BZ

REGISTERED NUMBER:

09537639 (England and Wales)

SENIOR STATUTORY AUDITOR:

Michael Argyle BSc ACA

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

BANKERS:

HSBC Bank Plc

26 Market Place

Sleaford

Lincolnshire

NG34 7SB

SOLICITORS:

Mossop & Bowser

10 Spalding Road

Holbeach

Lincolnshire

PE12 7LP

FIXED ASSETS

Property, plant and equipment

4

360,873

923,922

CURRENT ASSETS

Inventories

134,742

-

Debtors

5

1,132,085

105,986

Cash at bank

361,383

7,916

1,628,210

113,902

CREDITORS

Amounts falling due within one year

6

1,305,665

1,066,604

NET CURRENT ASSETS/(LIABILITIES)

322,545

(952,702

)

TOTAL ASSETS LESS CURRENT LIABILITIES

683,418

(28,780

)

PROVISIONS FOR LIABILITIES

7

727,118

-

NET LIABILITIES

(43,700

)

(28,780

)

CAPITAL AND RESERVES

Called up share capital

8

1

1

Retained earnings

(43,701

)

(28,781

)

SHAREHOLDERS' FUNDS

(43,700

)

(28,780

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2025 and were signed on its behalf by:

J F S Brown - Director

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Related party exemption

Revenue

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

Revenue is recognised based on actual meter readings of energy generated in the period.

Project income received to carry out a reverse coal project has been recognised using the accrual model. Revenue is recognised on a systematic basis over the periods in which the entity recognises the related costs for which the project income is intended to compensate.

Property, plant and equipment

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

Plant and machinery

-

10% on cost

Plant and machinery relating to plant required to fulfil the research and development contract with the Department for Energy, Security and Net Zero has been recognised in full at the start of the project and is being depreciated on a straight line basis over the remaining term of the project. The asset will not have a residual value at the end of the contract given it is a prototype and will not be used on an ongoing basis after the project has ended.

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is any indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in the income statement.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment is recognised immediately in the income statement.

Inventories

Inventories are valued at the lower of cost and estimated selling price less costs to complete and sell and after making due allowance for obsolete and slow moving items.

Financial instruments

The company has chosen to adopt the FRS 102A in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the income statement.

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. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date, including capital gains rolled into the company's assets..

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Departure from frs 102

The company has entered into a contract with the Department for Energy, Security and Net Zero to carry out a research and development project. The company has entered into a separate contract with a supplier to provide the plant required to fulfil the project. The asset totalling £2,389,107 has been recognised in full at the start of the contract, in the year ended 31 May 2023, with a corresponding liability included in other creditors. The liability is then reduced once invoices are received based on milestones per the contract. This is not in accordance with 17.4 of FRS 102 where the asset is recognised based on amounts billed by the year end. The asset recognised is depreciated on a straight line basis over the remaining term of the project. This is not in accordance with 17.20 of FRS 102 given that the asset was not available for use at 31 May 2023, 2024 or 2025. However, the asset was being worked on insofar as design and development is concerned and this aspect is an integral part of the funded project.

Management has concluded that compliance with requirements 17.4 and 17.20 of FRS 102 are inconsistent with the requirement to give a true and fair view. Management have recognised both the asset and liability at the start given that there is an unconditional liability to pay for the asset as part of the project's terms and conditions and the company is committed to pay for it as it cannot fulfil its contract with the Department for Energy, Security and Net Zero without designing, building and acquiring the asset. Management has concluded that depreciating the full cost of the asset over the remaining term of the project at the start of the contract will result in the cost of the asset and income being recognised in a more even manner over the length of the project. This more accurately reflects the reality of the time input by employees and contractors into the project.

Management has concluded that the financial statements give a true and fair view of the company's financial position and financial performance. The company has complied with FRS 102 and applicable legislation, except that it has departed from a particular requirement of FRS 102 or applicable legislation to the extent necessary to give a true and fair view.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2024 - 2 ) .

4.	PROPERTY, PLANT AND EQUIPMENT

Plant and

machinery

£

COST

At 1 June 2024

2,579,715

Additions

202,223

At 31 May 2025

2,781,938

DEPRECIATION

At 1 June 2024

1,655,793

Charge for year

765,272

At 31 May 2025

2,421,065

NET BOOK VALUE

At 31 May 2025

360,873

At 31 May 2024

923,922

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

35,749

18,848

Amounts owed by group undertakings

1,003,919

41,728

VAT

-

18,842

Prepayments and accrued income

92,417

26,568

1,132,085

105,986

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

93,782

58,640

Amounts owed to group undertakings

768,976

258,596

Taxation

28,951

-

VAT

49,598

-

Other creditors

228,558

479,769

Accruals and deferred income

135,800

269,599

1,305,665

1,066,604

7.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

47,362

-

Gains rolled over

679,756

-

727,118

-

Deferred

tax

£

Accelerated capital allowances

47,362

Gains rolled over in year

679,756

Balance at 31 May 2025

727,118

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£1

1

1

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

The financial statements comply with accounting standards and applicable legislation subject to the departure detailed in note 2. Management have departed from a particular requirement of FRS 102 and applicable legislation to the extent necessary to give a true and fair view.

Our opinion is not modified with respect to this matter.

Michael Argyle BSc ACA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

10.	ULTIMATE CONTROLLING PARTY

The company's immediate parent company is The Lapwing Estate Limited.

Until 11 June 2024, the ultimate parent company was The Lapwing Estate Limited, incorporated in England and Wales.

From 11 June 2024, the ultimate parent company was Vanellus Limited, incorporated in England and Wales.

Vanellus Limited is the smallest group in which the results of the company are consolidated.

The consolidated financial statements of Vanellus Limited are available from the registered office.

The registered office is located at:

Everton Carr Farm

Claybank Lane

Everton

Doncaster

South Yorkshire

DN10 5BZ

11.	GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the company will continue in operational existence for the foreseeable future. The directors believe that this basis is appropriate because the company has a contract to fulfil the research and development project to 30 June 2025. The project is fully funded and expected to cover all costs incurred on the project and the energy generation side of the business is profitable. There are net current liabilities of £623,528 (2024 - £952,702), however this is because the contract for the asset has been recognised in full as a liability at the start and this will be recovered in full over the term of the project.