Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31 false 3 2024-01-01 false 3 true false 14186908 2024-01-01 2024-12-31 14186908 2023-01-01 2023-12-31 14186908 2024-12-31 14186908 2023-12-31 14186908 2023-01-01 14186908 1 2024-01-01 2024-12-31 14186908 c:Exceptional 2024-01-01 2024-12-31 14186908 c:Exceptional 2023-01-01 2023-12-31 14186908 d:Director1 2024-01-01 2024-12-31 14186908 d:Director2 2024-01-01 2024-12-31 14186908 d:Director3 2024-01-01 2024-12-31 14186908 d:RegisteredOffice 2024-01-01 2024-12-31 14186908 c:PlantMachinery 2024-01-01 2024-12-31 14186908 c:PlantMachinery 2024-12-31 14186908 c:PlantMachinery 2023-12-31 14186908 c:PlantMachinery c:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 14186908 c:CurrentFinancialInstruments 2024-12-31 14186908 c:CurrentFinancialInstruments 2023-12-31 14186908 c:Non-currentFinancialInstruments 2024-12-31 14186908 c:Non-currentFinancialInstruments 2023-12-31 14186908 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 14186908 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 14186908 c:Non-currentFinancialInstruments c:AfterOneYear 2024-12-31 14186908 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 14186908 c:ShareCapital 2024-01-01 2024-12-31 14186908 c:ShareCapital 2024-12-31 14186908 c:ShareCapital 2023-01-01 2023-12-31 14186908 c:ShareCapital 2023-12-31 14186908 c:ShareCapital 2023-01-01 14186908 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 14186908 c:RetainedEarningsAccumulatedLosses 2024-12-31 14186908 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 14186908 c:RetainedEarningsAccumulatedLosses 2023-12-31 14186908 c:RetainedEarningsAccumulatedLosses 2023-01-01 14186908 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-01-01 2024-12-31 14186908 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-12-31 14186908 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-12-31 14186908 d:OrdinaryShareClass1 2024-01-01 2024-12-31 14186908 d:OrdinaryShareClass1 2023-01-01 2023-12-31 14186908 d:OrdinaryShareClass1 2024-12-31 14186908 d:OrdinaryShareClass1 2023-12-31 14186908 d:FRS102 2024-01-01 2024-12-31 14186908 d:Audited 2024-01-01 2024-12-31 14186908 d:FullAccounts 2024-01-01 2024-12-31 14186908 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 14186908 e:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Envision Energy International UK Ltd Registered number: 14186908 Annual Report For the year ended 31 December 2024
ENVISION ENERGY INTERNATIONAL UK LTD COMPANY INFORMATION
Directors | K Uddin
| J S Bhogal
| D P Naser
Registered number | 14186908
Registered office | 30 Old Bailey
| London
| United Kingdom
| EC4M 7AU
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 2nd Floor
| 6 Sutton Plaza
| Sutton Court Road
| Sutton
| Surrey
| SM1 4FS
ENVISION ENERGY INTERNATIONAL UK LTD CONTENTS
| Page
Directors' Report | 1 - 3
Independent Auditor's Report | 4 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 24
ENVISION ENERGY INTERNATIONAL UK LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their annual report and the audited financial statements of Envision Energy International UK Ltd ('the Company') for the year ended 31 December 2024.
Principal activity
The principal activity of the Company is the provision of engineering, procurement, construction and operating and maintenance services for utility scale battery energy storage solutions.
Results and dividends
The loss for the year, after taxation, amounted to £52,943,979 (2023: profit of £610,048). In the prior year, the primary engineering, procurement and construction subcontractor entered into administration, and the construction project experienced further delays and operational issues throughout 2024. As a result, the provision for the onerous contract increased to £21.8m during the year, reflecting substantial cost overruns arising from the failure of the main subcontractor. This failure required significant additional expenditure to remediate and complete the works, resulting in costs materially exceeding the contracted fee. As at 31 December 2024, the project was forecasted to complete in summer 2025, following continued delays and challenges encountered during the year. As 2025 progressed, it became clear that there would be further delays with delivery of the project and, by February 2026 the project had progressed to the energisation phase, a major milestone as the project nears completion. The directors do not recommend the payment of a dividend for the year (2023: £nil).
Directors
The directors who served during the year and to the date of this report were:
K Uddin
J S Bhogal
D P Naser
- 1 -
ENVISION ENERGY INTERNATIONAL UK LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; and ∙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 to 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.
Going concern
The directors have prepared base case financial forecasts for the period ending March 2027. The future contract losses impact resulting from delays caused by the failure of a major subcontractor in 2023, the impact of US policy on the global economy and trade tariffs, as well as ongoing conflicts in the middle east and Ukraine have been considered as part of the Company's adoption of the going concern basis. On 16 February 2025, the parent company Envision Energy UK COE Ltd, increased the available facility from £10 million to £30 million. On 6 February 2025, the parent company Envision Energy UK COE Ltd increased its capital contribution to the Company by subscribing for a total of 50,500,000 ordinary shares of £1 each at par, comprising of 28,589,036 ordinary shares and a further 21,910,964 ordinary shares on the same date. The ultimate parent company, Envision Energy International Limited, confirmed in writing to provide support to the Company to enable them to pay debts as they fall due for at least twelve months following the signing of these financial statements.
Provision of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware; and ∙the directors have taken all the steps that ought to have been taken as a directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. - 2 -
ENVISION ENERGY INTERNATIONAL UK LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
On 6 February 2025, 50,500,000 ordinary shares were issued at par. On 16 February 2025, the facility agreement with Envision Energy UK COE Ltd was increased to £30,000,000 to provide additional liquidity to support business growth.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf by:
J S Bhogal Director
Date: 6 March 2026
- 3 -
ENVISION ENERGY INTERNATIONAL UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENVISION ENERGY INTERNATIONAL UK LTD Opinion We have audited the financial statements of Envision Energy International UK Ltd ('the Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 FRS 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 loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. - 4 -
ENVISION ENERGY INTERNATIONAL UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENVISION ENERGY INTERNATIONAL UK LTD 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In 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 Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; 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 in preparing the Directors' Report and from the requirement to prepare a Strategic Report. - 5 -
ENVISION ENERGY INTERNATIONAL UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENVISION ENERGY INTERNATIONAL UK LTD Responsibilities of Directors As explained more fully in the directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. - 6 -
ENVISION ENERGY INTERNATIONAL UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENVISION ENERGY INTERNATIONAL UK LTD We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates in particular in relation to the onerous contract provision, revenue recognition (which we pinpointed to the accuracy assertion) and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report. Use of the audit 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. Gerhard Bonthuys (Senior statutory auditor) For and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 2nd Floor 6 Sutton Plaza Sutton Court Road Sutton Surrey SM1 4FS 6 March 2026 - 7 -
ENVISION ENERGY INTERNATIONAL UK LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover |  | 12,274,116 | 6,602,763
Cost of sales |  | (48,333,546) | (8,800,590)
Gross loss |  | (36,059,430) | (2,197,827)
Administrative expenses |  | (1,297,385) | (326,751)
Remeasurement of onerous contract provision | 10 | (15,016,189) | 3,223,516
Operating (loss)/profit |  | (52,373,004) | 698,938
Interest payable and similar expenses |  | (570,975) | (88,890)
(Loss)/profit before tax |  | (52,943,979) | 610,048
Tax on (loss)/profit |  | - | -
(Loss)/profit for the financial year |  | (52,943,979) | 610,048
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
There were no recognised gains or losses for 2024 or 2023 other than those included in the Statement of Comprehensive Income. There was no other comprehensive income for 2024 (2023: £nil).
The notes on pages 11 to 24 form part of these financial statements.
- 8 -
ENVISION ENERGY INTERNATIONAL UK LTD REGISTERED NUMBER: 14186908 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 147,360 |  | -
|  |  | 147,360 |  | -
Current assets |  |  |  |  |
Stocks | 6 | 788,534 |  | 197,177 |
Debtors: amounts falling due within one year | 7 | 6,107,870 |  | 11,492,425 |
Cash and cash equivalents |  | 5,410,628 |  | 3,806,488 |
|  | 12,307,032 |  | 15,496,090 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 8 | (14,155,796) |  | (8,430,498) |
Net current (liabilities)/assets |  |  | (1,848,764) |  | 7,065,592
Total assets less current liabilities |  |  | (1,701,404) |  | 7,065,592
Creditors: amounts falling due after more than one year | 9 |  | (29,160,794) |  | -
Provisions | 10 | (21,756,481) |  | (6,740,292) |
|  |  | (21,756,481) |  | (6,740,292)
Net (liabilities)/assets |  |  | (52,618,679) |  | 325,300
Capital and reserves |  |  |  |  |
Called up share capital | 11 |  | 10,000,002 |  | 10,000,002
Profit and loss account |  |  | (62,618,681) |  | (9,674,702)
Total (deficit)/equity |  |  | (52,618,679) |  | 325,300
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J S Bhogal
Director
Date: 6 March 2026
The notes on pages 11 to 24 form part of these financial statements. - 9 -
ENVISION ENERGY INTERNATIONAL UK LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity/(deficit)
| £ | £ | £
At 1 January 2023 | 2 | (10,284,750) | (10,284,748)
Comprehensive income for the year |  |  |
Profit for the year | - | 610,048 | 610,048
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 610,048 | 610,048
Shares issued during the year | 10,000,000 | - | 10,000,000
Total transactions with owners | 10,000,000 | - | 10,000,000
At 1 January 2024 | 10,000,002 | (9,674,702) | 325,300
Comprehensive expense for the year |  |  |
Loss for the year | - | (52,943,979) | (52,943,979)
Other comprehensive income for the year | - | - | -
Total comprehensive expense for the year | - | (52,943,979) | (52,943,979)
Total transactions with owners | - | - | -
At 31 December 2024 | 10,000,002 | (62,618,681) | (52,618,679)
| The notes on pages 11 to 24 form part of these financial statements.
- 10 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Envision Energy International UK Ltd is a private company, limited by shares and incorporated in England and Wales. The registered number of the Company is 14186908. The address of its registered office is 30 Old Bailey, London, United Kingdom, EC4M 7AU. The principal activity of the Company is the provision of engineering, procurement, construction and operating and maintenance services for utility scale battery energy storage solutions. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates, and are rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have prepared base case financial forecasts for the period ending March 2027. The future contract losses impact resulting from delays caused by the failure of a major subcontractor in 2023, the impact of US policy on the global economy and trade tariffs, as well as ongoing conflicts in the middle east and Ukraine have been considered as part of the Company's adoption of the going concern basis. On 16 February 2025, the parent company Envision Energy UK COE Ltd, increased the available facility from £10 million to £30 million. On 6 February 2025, the parent company Envision Energy UK COE Ltd increased its capital contribution to the Company by subscribing for a total of 50,500,000 ordinary shares of £1 each at par, comprising of 28,589,036 ordinary shares and a further 21,910,964 ordinary shares on the same date. The ultimate parent company, Envision Energy International Limited, confirmed in writing to provide support to the Company to enable them to pay debts as they fall due for at least twelve months following the signing of these financial statements. - 11 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: Rendering of services Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. From 2024 onwards, the stage of completion is determined using the input method based on costs incurred to date relative to total estimated contract costs. Long-term contracts are assessed on a contract-by-contract basis and are reflected in the statement of total comprehensive income as contract activity progresses. Full provision for foreseeable future losses is made as future losses are foreseen. Turnover received before goods and services are delivered is recognised as deferred income and transferred to the statement of total comprehensive income when the goods and services are delivered. All activities related to construction contracts are accounted for using the percentage of cost completion method. Under this method, the turnover recognised equals the latest estimate of the total selling price of the contract multiplied by the actual completion rate determined by the percentage of cost completion. The directors consider that this input method is an appropriate measure of the progress towards complete satisfaction of these performance obligations under FRS 102. - 12 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items are measured using the exchange rate when fair value was determined. 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 profit or loss. All foreign exchange gains and losses are presented in the Statement of Comprehensive Income within ‘administrative expenses’.
| 2.5 | Interest payable and similar expenses
Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Tangible assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. - 13 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Tangible assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives range as follows:
|  |  |  | Plant and machinery | - | 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Depreciation is charged to the Statement of Comprehensive Income within 'administrative expenses'.
| 2.7 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.8 | Debtors: amounts falling due within one year
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. - 14 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Provisions for liabilities
Provisions for onerous contracts, restructuring costs and legal claims are recognised when: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is assessed based on the impact on the class of obligations as a whole, even if the likelihood of an outflow with respect to any one individual item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
| 2.12 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. 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 Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. - 15 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments
Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets 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 profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into. Basic financial liabilities, which include trade and other creditors and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. - 16 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. - 17 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In applying the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. 3.1 Critical judgements in applying the Company's accounting policies The critical judgements that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are described below. Revenue recognition The Company recognises revenue on its fixed price construction contracts using the percentage of completion method, whereby turnover is recorded in line with the proportion of contract work completed at each reporting date. Progress toward completion is assessed by project managers and management using actual costs incurred to date compared with the latest estimates of total costs required to complete the contract. These form the basis for determining the stage of completion and, consequently, the amount of revenue recognised. Provisions Provisions are measured at the best estimate, including an assessment of the risks and uncertainties of the expenditure required to settle present obligations. The provisions are assessed using all available information at the reporting date and includes other assessments of the status of the contracts, legal advisors for the interpretation of contract clauses and for carrying out an assessment of the possible outcomes under various likely scenarios, management experience, other internal experts and resources within the Company, and reflects the present value of expenditures required to settle the obligation. 3.2 Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Percentage of completion The main contract estimation risk lies within the Company’s fixed price construction contracts. To determine the revenue that the Company recognises on its fixed price construction contracts in the reporting period, the Company has to assess the percentage of completion which includes estimated costs to complete, and the costs incurred as at the year end, each of which require a degree of estimation. - 18 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 3.Judgements in applying accounting policies (continued) Estimated costs to complete The largest components of the costs to complete are the agreed subcontract sums, which have a low level of estimation uncertainty. The costs to complete may also include provisional sums and provisions for cost, both of which require estimation and judgement. Provisional sums arise when no subcontract has been entered into at the contract date, and so estimates of the likely cost are required for the purposes of establishing costs to complete, until such time that subcontracts are entered into and the ultimate cost can be determined. Additionally, management is required to estimate the potential value of any liquidated damages that may be levied due to non-compliance with contractual obligations. However, the estimation of costs to complete includes assessments made by management which have yet to be agreed with the subcontractors and suppliers. Costs incurred as at the year-end Costs incurred as at the year-end consist of amounts for works that have been certified and invoiced, and amounts for works completed but not yet certified. Management estimates the value of completed works reflected in costs incurred at year-end and, consequently, the percentage of completion of the contractual obligations. The assessment of works completed at a specific point in time necessitates estimation and professional judgement. In the normal course of business, disagreements can arise between the Group and its customers and/or subcontractors on the contractual entitlement to, and/or valuation of, contract variations and loss and expense claims, impacting the assessment of final contract value, estimated costs to complete, and costs incurred as at the year end. The Company formulates its best estimate of the final contract positions based on the commercial discussions with the clients and subcontractors, supported by project managers’ analysis. The risks associated with this uncertainty are mitigated by the controls designed to challenge the judgements and estimates taken, and management's experience valuing contract positions. Provisions The Company has made provisions during the year in relation to unavoidable costs associated with fulfilling the obligations under a significant customer contract. The provision is made up of the costs to complete the contract obligations, including any contractual penalties required to settle the contract obligation, and also legal and professional fees expected to complete the project. The main assumptions are based upon the current assessment of the length of time likely to complete the project. The contract provisions has been assessed using the actual expected costs that the Company will incur to complete the project, plus an assessment of the contract penalties that would be expected to be incurred up to the point of completion. Legal advice has been used in the assessment of the potential contract penalties. The costs estimated have been based on known conditions and information that existed at the reporting period date and could be reliably measured. Any changes to the provisions noted above would impact the contract assets and liabilities and the operational costs of the Company. The total of the provisions recognised in the year is set out in note 10 and includes the provisions in relation to the termination dispute and all associated costs including legal and professional fees. - 19 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Employees
| There were no employees during the year other than the 3 directors of the Company (2023: 3 directors) who did not receive any remuneration.
5. | Tangible assets
|  | Plant and machinery
|  | £
| Cost |
| At 1 January 2024 | -
| Additions | 163,343
| At 31 December 2024 | 163,343
| Depreciation |
| At 1 January 2024 | -
| Charge for the year | 15,983
| At 31 December 2024 | 15,983
| Net book value |
| At 31 December 2024 | 147,360
| At 31 December 2023 | -
- 20 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Raw materials and consumables | 788,534 | 197,177
7. | Debtors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | - | 1,233,943
| Contract assets | - | 9,491,217
| Other debtors | 1,426,821 | 469,075
| Prepayments | 44,641 | 298,190
| Advances | 4,636,408 | -
|  | 6,107,870 | 11,492,425
| Trade debtors are stated at net of a provision of £nil (2023: £nil). Contract assets relate to unbilled revenue based on the project completion rate. Due to the short-term nature of the receivables, their carrying amount is considered to be the same as their fair value. Other debtors includes VAT recoverable amounting to £1,426,821 (2023: £250,249) Advances represent prepayments made to subcontractors in respect of contract work not yet performed amounting to £4,636,408 (2023: nil).
- 21 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Creditors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 3,063,965 | -
| Amounts owed to related parties | 3,289,705 | 365,630
| Contract liabilities | 3,296,704 | 7,823,758
| Accruals | 4,505,422 | 241,110
|  | 14,155,796 | 8,430,498
| Amounts owed to related parties represent fees for services provided from other group companies and for interest charged on working capital funding. These amounts are unsecured, interest free and repayable on demand. Contract liabilities relate to invoices raised ahead of work being performed.
9. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed to related parties | 29,160,794 | -
| Amounts owed to related parties represent fees for services provided from other group companies and for interest charged on working capital funding. These amounts are unsecured, interest bearing at 1.50% plus 3 month SONIA (2023: 2.25% plus 3 month SONIA) and repayable in December 2026.
- 22 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Provisions
|  | Onerous contract
|  | £
| At 1 January 2024 | 6,740,292
| Charged to Statement of Comprehensive Income | 15,016,189
| At 31 December 2024 | 21,756,481
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Movement in onerous contract provision | 15,016,189 | (3,223,516)
| The provision for onerous contracts pertains to the unavoidable costs associated with fulfilling the obligations under a significant customer contract, where these costs exceed the contracted fee. This has arisen due to the failure of the primary engineering, procurement and construction subcontractor. As at 31 December 2024, the provision for onerous contracts increased to £21,756,481 due to further delays stemming from the failure of a major contractor in 2023. During the prior year, the Company released £3,223,516 of the onerous contract provision against recognised losses incurred based on the stage of completion. Change in accounting estimate – Measurement of stage of completion During the year, the Company changed its method for measuring the stage of completion on long-term contracts from an output-based approach (milestones achieved) to an input-based approach (costs incurred relative to total estimated costs). This change was made because milestone certifications no longer provided a reliable measure of progress due to project disruptions and subcontractor changes. The input method is considered to provide more relevant and reliable information about the contract progress. In accordance with FRS 102 Section 10, the change has been applied prospectively from 1 January 2024. Comparative figures have not been restated. Impact on the current year: ∙Revenue recognised using the input method at 31 December 2024: £15,016,251 ∙Percentage of completion: 64% ∙Expected total contract loss recognised under FRS 102.23.25: £60,573,436 ∙Onerous contract provision at 31 December 2024: £21,756,481. Future impact: If material and estimable, the expected effect on future periods (e.g. remaining revenue and cost forecasts) will be disclosed in subsequent reporting periods.
- 23 -
ENVISION ENERGY INTERNATIONAL UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Called up share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10,000,002 (2023: 10,000,002) Ordinary shares of £1 each | 10,000,002 | 10,000,002
| The Company has one class of ordinary shares; each share has attached to it full voting, dividend and capital distribution rights.
12. | Post balance sheet events
On 6 February 2025, 50,500,000 ordinary shares were issued at par. On 16 February 2025, the facility agreement with Envision Energy UK COE Ltd was increased to £30,000,000 to provide additional liquidity to support business growth.
13. | Controlling party
The Company's immediate parent is Envision Energy UK COE Limited, a company registered in England and Wales. The Company's ultimate parent is Envision Energy International Limited, a company registered in Hong Kong. The largest and smallest group into which the Company is consolidated is Envision Energy International Limited, having its registered office at 8243, 82/F International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.
- 24 -