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Registered number: AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SONNEN UK LIMITED
CONTENTS
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SONNEN UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company is one of the entities within the "Shell Group". In this context the term "Shell Group" and "Companies of the Shell Group" or "Group companies" means companies where Shell plc, either directly or indirectly, is exposed to, or has rights to, variable returns from its involvement with the Company and has the ability to affect those returns through its power over the Company. Companies in which Group companies have significant influence but not control are classified as "Associated companies". Shell plc, a Company incorporated in England and Wales, is known as the "Parent Company" of the Shell Group. In this Report "Shell" and "Shell Group" are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. These expressions are also used where no useful purpose is served by identifying the particular Company or companies.
The Company is an affiliated Company to Sonnen Holding GmbH. Sonnen Holding GmbH, located in Wildpoldsried, Germany, holds 100 % of the shares in Sonnen UK Limited. Sonnen UK Limited is a distribution Company serving the UK market with Sonnen batteries. The Sonnen batteries are manufactured in Wildpoldsried, Germany, and are sourced via the sister Company Sonnen GmbH. The Company will continue these activities in the foreseeable future.
The Company’s loss for the financial year is £146,408. Due to the uncertainty as to when the system can be mass-produced for the UK market, the development of the Company’s profitability is difficult to predict at the present time.
No dividends were paid during the year (2024: £NIL).
In addition, the Directors do not propose any dividends for the year ended 31 December 2025.
No significant change in the business of the Company has taken place during the year or is expected in the immediately foreseeable future.
The financial statements continue to be prepared on a going concern basis (see Note 2.2).
The Directors, who held office during the year, and to the date of this report (except as noted) were as follows:
B Swanston
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SONNEN UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors acknowledge their responsibilities for preparing the Directors' Report and the Company's financial statements in accordance with applicable United Kingdom laws and regulations
The Companies Act 2006 and other applicable 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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;
∙present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
∙provide additional disclosures when compliance with FRS 101 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance;
∙state whether United Kingdom Accounting Standard have been followed, subject to any material departures disclosed and explained in the financial statements; and;
∙prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
Under applicable laws and regulations, the Directors are also responsible for preparing a Director's report that complies with the relevant laws and regulations.
Approved by the Board on and signed on its behalf by:
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SONNEN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SONNEN UK LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2025
We have audited the financial statements of Sonnen UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the notes, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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SONNEN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SONNEN UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year 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.
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 Directors' Report.
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SONNEN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SONNEN UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙We identified the laws and regulations applicable to the Company through discussions with management, and from our commercial knowledge and experience;
∙We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and employment legislation;
∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC.
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SONNEN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SONNEN UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Auditor's responsibilities for the audit of the financial statements (continued)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 Auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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SONNEN UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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SONNEN UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
The notes on pages 10 to 18 form part of these financial statements.
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SONNEN UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Sonnen UK Limited ("The Company") is a private company limited by share capital incorporated and domiciled in England and Wales.
The address of its registered office is: 16 Great Queen Street, Covent Garden, London, WC2B 5AH, United Kingdom.
2.Accounting policies
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. The financial statements have been prepared under the historical cost convention, except for certain items measured at fair value, and in accordance with the Companies Act 2006.
The material accounting policies applied in the preparation of these Financial Statements are set out below. These accounting policies have been consistently applied.
As at the date of approving the financial statements, the Directors have considered the potential risks and uncertainties relating to ongoing geo-political events and its related economic impact on the Company's business, credit, market, and liquidity position. The balance sheet of the Company as at 31 December 2025 reports a net current asset of £265,365. The financial statements have been prepared under the going concern basis as the Company has an approved credit facility for €500,000 and the Directors are satisfied that the Company has adequate resources to meet its financial commitments over the going concern period to 31 December 2026.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The following exemptions from the disclosure requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:
∙Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted-average exercise prices of share options, and how the fair value of goods or services received was determined);
∙IFRS 7, ‘Financial Instruments: Disclosures’;
∙Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities);
∙Paragraph 38 of IAS 1, ‘Presentation of financial statements’ comparative information requirements in respect of:
(i) paragraphs 53(a), (h) and (j) of IFRS 16; (ii) paragraph 79(a)(iv) of IAS 1 ‘Presentation of financial statements’; (iii) paragraph 73(e) of IAS 16 ‘Property, plant and equipment’; (iv) paragraph 118(e) of IAS 38 ‘Intangible assets’ (reconciliation between the carrying amount at the beginning and end of the period)
∙The following paragraphs of IAS 1, ‘Presentation of financial statements’:
(i) 10(d) (statement of cash flows); (ii) 10(f) (a balance sheet as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements); (iii) 16 (statement of compliance with all IFRS); (iv) 38A (requirement to present a minimum of two statements for each of the primary financial statements, including cash flow statements and related notes); (v) 38B-D (additional comparative information); (vi) 40A-D (requirements for a third balance sheet); (vii) 111 (cash flow statement information); and (viii) 134-136 (capital management disclosures);
∙IAS 7, ‘Statement of cash flows’;
∙Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
∙Paragraph 17 and 18A of IAS 24, ‘Related party disclosures’ (key management compensation);
∙The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between two or more wholly owned members of a Group;
∙The paragraph 88C and 88D of IAS 12, ‘Income Taxes’ (requirement to disclose estimated exposure to Pillar Two income taxes arising from that legislation).
The ultimate parent Company and controlling party is Shell plc, which is incorporated in England and Wales. Shell plc is the parent undertaking of the smallest and largest group to consolidate these financial statements.
The consolidated financial statements of Shell plc are available from: Shell plc Tel: +44 800 731 8888 email: order@shell.com Registered office: Shell Centre, London, SE1 7NA
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
(i) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). The financial statements are presented in £GBP which is also the Company’s functional currency. (ii) Transaction and balances Income and expense items denominated in foreign currencies are translated into £ at the rate ruling on their transaction date. Monetary assets and liabilities recorded in foreign currencies have been translated into £ at the rates of exchange ruling at the year end. Differences on translation are included in the profit and loss account. Non-monetary assets and liabilities denominated in a foreign currency are translated using exchange rates at the date of the transaction. No subsequent translations are made once this has occurred.
Financial assets
Financial assets are classified at initial recognition and subsequently measured at amortised cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). The classification of financial assets is determined by the contractual cash flows and where applicable the business model for managing the financial assets. A financial asset is measured at amortised cost if the objective of the business model is to hold the financial asset in order to collect contractual cash flows and the contractual terms give rise to cash flows that are solely payments of principal and interest. Financial assets at amortised cost are initially recognised at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of the financial asset. Subsequently the financial asset is measured using the effective interest method less any impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. All equity instruments and other debt instruments are recognised at fair value. For equity instruments, on initial recognition, an irrevocable election (on an instrument-by-instrument basis) can be made to designate these as at FVOCI (without recycling to profit and loss) instead of FVTPL. Dividends received on equity instruments are recognised as other income in profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Impairment of financial assets The impairment requirements for expected credit losses are applied to financial assets measured at amortised cost, financial assets measured at FVOCI and financial guarantees contracts to which IFRS 9 is applied and that are not accounted for at FVTPL. If the credit risk on the financial asset has increased significantly since initial recognition, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses. In other instances, the loss allowance for the financial asset is measured at an amount equal to the twelve month expected credit losses (ECLs). Changes in loss allowances are recognised in profit and loss. For trade debtors that do not contain a significant financing component, the simplified approach is applied recognising expected lifetime credit losses from initial recognition.
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.6 Financial instruments (continued)
As a result of geo-political events, there continues to be uncertainty in the macroeconomic conditions with an expected negative impact on global economic environment. Therefore, this has an impact on our customers who are also exposed to the same macroeconomic changes. The Company however has Credit –risk policies in place to ensure that sales are made to customers with appropriate creditworthiness, and include detailed credit analysis and monitoring of customers against counterparty credit limits. Where appropriate, netting arrangements, credit insurance, prepayments and collateral are used to manage credit risk. Therefore, the Company’s risk of exposure to bad debts is not significant. Financial liabilities Financial liabilities are measured at amortised cost, unless they are required to be measured at FVTPL, such as instruments held for trading, or the Company has opted to measure them at FVTPL. Debt and trade creditors are recognised initially at fair value based on amounts exchanged, net of transaction costs, and subsequently at amortised cost. Interest expense on debt is accounted for using the effective interest method and is recognised in income.
Tax is recognised in profit or loss, except that tax attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income or directly in equity.
In May 2023, amendments to IAS 12 were published and adopted from that date. The amendments introduce a temporary mandatory exception from accounting for deferred taxes arising from the jurisdictional implementation of the Organisation for Economic Cooperation and Development (OECD) /G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) Pillar Two Model Rules. These amendments were introduced in response to uncertainty of how the Pillar Two Rules might create additional temporary differences and what remeasurements might be involved. On June 20, 2023, the United Kingdom substantively enacted substantially all of the OECD’s Pillar Two Model Rules, effective as from accounting periods beginning on or after 1 January 2024. There are two elements to the legislation — the multinational top-up tax (MTUT) and the domestic top-up tax (DTT) and both will apply to large multinational enterprises for accounting periods beginning on or after 31 December 2023. However, the Finance Bill 2024-25 confirms the UK’s Undertaxed Profits Rule (UTPR) rules will apply for accounting periods beginning on or after 31 December 2024. Shell has established a Group-wide Pillar Two Project, with oversight from senior executives, to prepare for and implement these new tax rules. Shell has applied the mandatory temporary exception, as set out in the amendment to IAS 12, under which a company does not recognize or disclose information about deferred tax assets and liabilities related to Pillar Two income. IAS 12 amendments, published in May 2021, were adopted as from 1 January 2023. These amendments require companies to recognise deferred tax on particular transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. The amendments typically apply to transactions where assets and liabilities are recognised from a single transaction, such as leases for the lessee and decommissioning and restoration provisions. The amendments had no impact on the financial statements of the Company.
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Current tax
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date. This represents income tax payable to tax authorities or income tax loss Group relief to surrender to or to be received from other Group undertakings, and for which payment is requested. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation by Shell and tax authorities differently and establishes provisions where appropriate. Provisions for uncertain income tax positions/treatments are measured at the most likely amount or the expected value, whichever method is more appropriate. Generally, uncertain tax treatments are assessed on an individual basis, except where they are expected to be settled collectively. It is assumed that taxing authorities will examine positions taken if they have the right to do so and that they have full knowledge of the relevant information. Deferred tax Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements at the balance sheet date. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and credits carried forward can be utilised. Deferred tax assets and liabilities are measured using corporation tax rates that are expected to apply in the periods in which the temporary differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset the assets when they do reverse. The recognition of deferred tax assets exceeding deferred tax liabilities, despite the entity being in a loss position in the current year is substantiated by profits available in other entities within UK ORF group. Profits and losses can be group relieved within the UK ORF. The ability to offset profits and losses within the ORF group provides the necessary evidence to justify the recognition of deferred tax assets in excess of deferred tax liabilities.
This requires assumptions regarding future profitability and is therefore inherently uncertain. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are presented separately except where there is a legally enforceable right to and an intention to settle such balances on a net basis. Deferred taxes on movement in temporary difference which are recognised outside P&L (i.e. in Other Comprehensive Income or equity) will be recorded through OCI or equity. Amounts relating to deferred tax are undiscounted.
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
New shares allotted
During the year, 400,000 of ordinary share capital having a nominal value of £1 were allotted for an aggregate consideration of £400,000.
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SONNEN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The immediate parent Company is
The ultimate parent Company and controlling party is Shell plc, which is incorporated in England and Wales. Shell plc is the parent undertaking of the smallest and largest group to consolidate these financial statements. The consolidated financial statements of Shell plc are available from: Shell plc Tel: +44 800 731 8888 email: order@shell.com Registered office: Shell Centre, London, SE1 7NA
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