The Southampton Geothermal Heating Comp - Limited company accounts 25.1

REGISTERED NUMBER: 02053176 (England and Wales)

DIRECTORS' REPORT AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

THE SOUTHAMPTON GEOTHERMAL HEATING

COMPANY LIMITED

Page

Company Information

1

Directors' Report

2

Directors' Responsibilities Statement

4

Independent Auditors' Report

5

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

M C Raymond

P O'Neil

S Roger-Lund

REGISTERED OFFICE:

5 Clarnico Lane

London

E15 2HG

REGISTERED NUMBER:

02053176 (England and Wales)

AUDITORS:

Ernst & Young LLP

Newcastle Upon Tyne

United Kingdom

NE1 4JD

The Directors present their report and the audited financial statements for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company is the provision of heating and energy services.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The Directors expect there to be no changes in the future activities or prospects of the Company.

DIRECTORS

The Directors who served during the year and up to the date of signing the financial statements were:

M C Raymond

S Roger-Lund (appointed 20 May 2025)

P O'Neil (appointed 12 November 2025)

D W Kyriacos (Resigned 21 November 2024)

R Burrell (Resigned 2 May 2025)

S Hardman (appointed 20 May 2025, resigned 20 October 2025)

No Director had a beneficial interest in any contract of significance with the Company during the year.

GOING CONCERN

At the time of approving the financial statements, the Directors had a reasonable expectation that the Company has sufficient resources to continue in operational existence for the period to 31 December 2027.

The Company has also received an uncapped letter of support from Bring Energy Group Limited (formerly Burnie Bidco Limited), confirming that it will provide financial support as needed to enable the Company to maintain adequate financial resources to meet its liabilities as they fall due and to continue to trade, to the extent that funding is not otherwise available. In addition, it is expected that other subsidiaries within the Bring Energy Group may also provide support to group companies, either directly or indirectly through Bring Energy Group Limited, for a period to 31 December 2027.

The Directors manage the cash flow forecasting at a Group level and have reviewed the latest approved detailed monthly cash flow forecasts through to 31 December 2027, taking into account the Group's current operating performance, contractual arrangements, and committed capital expenditure. The forecasts incorporate assumptions relating to customer demand, energy prices, operating and maintenance costs, grant funding, and working capital movements, and are supported by the Group's established cash management and forecasting processes.

GOING CONCERN-continued

The base-case forecast indicates sufficient liquidity headroom throughout the assessment period. The Directors have also considered severe but plausible downside scenarios that would significantly reduce liquidity headroom, and under these scenarios, the Group still forecasts to maintain positive liquidity throughout the assessment period. On this basis, the Directors confirm that Bring Energy Group Limited has the capacity to provide financial support to the Company in a manner it considers appropriate.

Accordingly, the Directors consider it appropriate to prepare the financial statements using the going concern basis of accounting.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who is a Director at the time when this Directors' report is approved has confirmed that:

•

so far as the Director is aware, there is no relevant audit information of which the Company's
auditor is unaware, and

•

the Director has taken all steps that ought to have been taken as a Director in order to be
aware of any relevant audit information and to establish that the Company's auditor is aware
of that information.

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

AUDITORS

The auditors, Ernst & Young LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report was approved by the Board on 21 July 2026 and signed on its behalf.

ON BEHALF OF THE BOARD:

S Roger-Lund

Director

21 July 2026

The Directors are responsible for preparing the Directors' report and the financial statements of The Southampton Geothermal Heating Company Limited (the Company) in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 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 in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply them consistently;

•

make judgements and 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 the specific requirements in 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;

•

in respect of the financial statements, state whether applicable UK Accounting Standards,
including FRS 101, have been followed, subject to any material departures disclosed and
explained in the financial statements;

•

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 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.

Under applicable law and regulations, the Directors are also responsible for preparing a directors’ report that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Opinion

We have audited the financial statements of Southampton Geothermal Heating Company Limited (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 the related notes 1 to 19, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 "Reduced Disclosure Framework'' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

-

give a true and fair view 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 to 31 December 2027.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

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 this 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 the 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 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.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, 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.

-	the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

-

We obtained an understanding of the legal and regulatory frameworks that are applicable to

the company and determined that the most significant are those that relate to the reporting

framework (FRS 101 and the Companies Act 2006) and relevant direct tax compliance

regulations in the United Kingdom.

-

We understood how the Company is complying with those frameworks by making enquiries

of management to understand how the Company maintains and communicates its policies

and procedures in these areas and corroborated this by reviewing supporting

documentation. We also reviewed correspondence with relevant authorities, where

applicable.

-

We assessed the susceptibility of the Company's financial statements to material

misstatement, including how fraud might occur by focusing on the risk of management

override of revenue recognition through manual journals and incorrect application of cut-off.

We obtained an understanding of the revenue process and related internal controls,

including management's monitoring controls, and incorporated this assessment into our

audit strategy where heightened risk was identified.

-

Our procedures included testing certain manual journals in areas involving significant

estimation and judgment (including accrued and deferred income), anchoring revenue

recognised to cash collections, and testing a sample of revenue transactions to source

documentation.

-

Based on this understanding we designed our audit procedures to identify noncompliance

with such laws and regulations. Our procedures involved:

-

Enquiries of senior management, internal legal counsel and those charged with

governance as to any fraud identified or suspected in the period, any actual or potential

litigation or claims or breaches of significant laws or regulation applicable to the

Company.

-

Review of board meeting minutes to identify any potential non-compliance points and

assess impact in the financial statements and our audit strategy.

-

Challenging key judgments and estimates made by management through our own

independent assessment and corroborating the basis for these judgments with the

results of our audit work with consideration for contradictory evidence.

-

Considering the results of our substantive procedures on other areas of the audit that

may indicate non-compliance with such laws and regulations

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 Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.

Stephanie Beaumont (Senior Statutory Auditor)

for and on behalf of Ernst & Young LLP

Newcastle Upon Tyne

United Kingdom

NE1 4JD

21 July 2026

TURNOVER

4

7,953

10,607

Cost of sales

(7,533

)

(8,594

)

GROSS PROFIT

420

2,013

Administrative expenses

(1,439

)

(1,503

)

(1,019

)

510

Exceptional items 10

(6,926

)

(179

)

OPERATING (LOSS)/PROFIT 5

(7,945

)

331

Interest receivable and similar

income

6

-

43

(7,945

)

374

Interest payable and similar

expenses

7

-

(282

)

(LOSS)/PROFIT BEFORE TAXATION

(7,945

)

92

Tax on (loss)/profit

9

838

10

(LOSS)/PROFIT FOR THE

FINANCIAL YEAR

(7,107

)

102

Other comprehensive income

-

TOTAL COMPREHENSIVE

(LOSS)/INCOME FOR THE YEAR

(7,107

)

102

FIXED ASSETS

Tangible assets

11

-

7,668

CURRENT ASSETS

Stocks

12

77

240

Debtors: amounts falling due within

one year

13

3,019

2,242

Debtors: amounts falling due after

more than one year

13

2,992

3,297

Cash at bank and in hand

993

409

7,081

6,188

CREDITORS: AMOUNTS FALLING

DUE WITHIN ONE YEAR

14

(11,759

)

(10,811

)

NET CURRENT LIABILITIES

(4,678

)

(4,623

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(4,678

)

3,045

DEFERRED TAX

16

-

(616

)

NET (LIABILITIES)/ASSETS

(4,678

)

2,429

CAPITAL AND RESERVES

Called up share capital

17

1,000

Retained earnings

18

(5,678

)

1,429

SHAREHOLDERS' (DEFICIT)/FUNDS

(4,678

)

2,429

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

S Roger-Lund

Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

Balance at 1 January 2023

1,000

1,327

2,327

Changes in equity

Total comprehensive income

-

102

Balance at 31 December 2023

1,000

1,429

2,429

Changes in equity

Total comprehensive loss

-

(7,107

)

(7,107

)

Balance at 31 December 2024

1,000

(5,678

)

(4,678

)

1.	GENERAL INFORMATION

The financial statements of The Southampton Geothermal Heating Company Limited for the year ended 31 December 2024 were authorised for issue by the Board of Directors on 21 July 2026 and the statement of financial position was signed on the Board's behalf by S Roger-Lund.

The Company is a private limited liability company, incorporated and domiciled in the United Kingdom. The address of its registered office is 5 Clarnico Lane, London, E15 2HG.

The results and net liabilities of the Company are included in the consolidated financial statements of Bring Energy Holdings Limited (formerly Burnie Holdco Limited) prepared as at 31 December 2024.

The consolidated financial statements of Bring Energy Holdings Limited (formerly Burnie Holdco Limited) are available from 5 Clarnico Lane, London, E15 2HG.

2.	ACCOUNTING POLICIES

2.1 Basis of preparation

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The functional and presentation currency of the Company is Pounds Sterling ("£") and all values in these financial statements are rounded to the nearest thousand pounds ("£'000") except when otherwise indicated.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2 Financial reporting standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

-

the requirements of IFRS 7 Financial Instruments: Disclosures

-

the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

-

the requirements of the second sentence of paragraph 110 and paragraphs 113(a),

114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts

with Customers

-

the requirements of paragraph 52, the second sentence of paragraph 89, and

paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of

IFRS 16, provided that the disclosure of details in indebtedness relating to amounts

payable after 5 years required by company law is presented separately for lease

liabilities and other liabilities, and in total

-

the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to

present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

- paragraph 118(e) of IAS 38 Intangible Assets;

-

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C,

40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

-

the requirements of IAS 7 Statement of Cash Flows

-

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors

-

the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

-

the requirements in IAS 24 Related Party Disclosures to disclose related party

transactions entered into between two or more members of a group, provided that any

subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Bring Energy Holdings Limited (formerly Burnie Holdco Limited) as at 31 December 2024 and these financial statements may be obtained from 5 Clarnico Lane, London, E15 2HG.

2.3 Going concern

At the time of approving the financial statements, the Directors had a reasonable expectation that the Company has sufficient resources to continue in operational existence for the period to 31 December 2027.

The Company has also received an uncapped letter of support from Bring Energy Group Limited (formerly Burnie Bidco Limited), confirming that it will provide financial support as needed to enable the Company to maintain adequate financial resources to meet its liabilities as they fall due and to continue to trade, to the extent that funding is not otherwise available. In addition, it is expected that other subsidiaries within the Bring Energy Group may also provide support to group companies, either directly or indirectly through Bring Energy Group Limited, for a period to 31 December 2027.

2.3 Going concern-continued

The Directors manage the cash flow forecasting at a Group level and have reviewed the latest approved detailed monthly cash flow forecasts through to 31 December 2027, taking into account the Group's current operating performance, contractual arrangements, and committed capital expenditure. The forecasts incorporate assumptions relating to customer demand, energy prices, operating and maintenance costs, grant funding, and working capital movements, and are supported by the Group's established cash management and forecasting processes.

The base-case forecast indicates sufficient liquidity headroom throughout the assessment period. The Directors have also considered severe but plausible downside scenarios that would significantly reduce liquidity headroom, and under these scenarios, the Group still forecasts to maintain positive liquidity throughout the assessment period. On this basis, the Directors confirm that Bring Energy Group Limited has the capacity to provide financial support to the Company in a manner it considers appropriate.

Accordingly, the Directors consider it appropriate to prepare the financial statements using the going concern basis of accounting.

2.4 Revenue

For all contracts with customers the Company recognises revenue when performance obligations have been satisfied. For most of the Company's contracts revenue is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Company.

IFRS 15 provides a five step-model which the Company has applied to all sales contracts with customers to identify the revenue which can be recognised. The model is applied at contract inception and on the assumption that the contract will operate as defined in the contract and that the contract will not be cancelled, renewed or modified. After contract inception a change in the scope or price (or both) of a contract that is approved by the parties to the contract is a contract modification.

Step 1 - Identify the contract with the customer

First, the Company determines if a contract exists and whether it is in scope of IFRS 15. The arrangement must create enforceable rights and obligations. Typically, this will be a signed contract with the customer. The Company and customer must be committed to perform their respective obligations, each party's rights regarding the goods or services to be transferred should be identifiable, the payment terms for the goods or services to be transferred should be identifiable, the arrangement must have commercial substance and it must be probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. This assessment is completed on a case by case basis in line with IFRS 15.

2.4 Revenue - continued

Step 2 - Identify the performance obligations in the contract

At contract inception, the Company assesses the goods or services promised in a contract with a customer. It identifies the performance obligations and contractual promises to transfer distinct goods or services to a customer. For contracts with several components, judgment is necessary to determine the performance obligations by considering whether those promised goods or services are:

a)

a good or service (or bundle of goods or services) that is distinct; or

b)

a series of distinct goods or services that are substantially the same and that have the
same pattern of transfer to the customer.

For core services provided under most contracts entered into by the Company, management has applied the principles of IFRS 15 and concluded that the promises are distinct within the context of the contract and as such there are three performance obligations, being the initial connection to the Company's assets, an ongoing capacity reservation charge and the supply of heating, cooling and electricity.

Step 3 - Determine the transaction price

The transaction price is defined as the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.

The Company estimates the transaction price at contract inception, including any variable consideration, and updates the estimate each reporting period for any changes in circumstances.

When determining the transaction price, the Company assumes that the goods or services will be transferred to the customer based on the terms of the existing contract and does not take into consideration the possibility of a contract being cancelled, renewed or modified.

Step 4 - Allocate the transaction price to the performance obligations in the contract

The Company allocates the total transaction price to each of the identified performance obligations based on their relative stand-alone selling prices as per the contract.

Step 5 - Recognise revenue when the entity satisfies a performance obligation

For each performance obligation, the Company recognises revenue when (or as) the performance obligation is satisfied. For each performance obligation identified, the Company determines at the contract inception whether it satisfies the performance obligation and recognises revenue over time or at a point in time. For core services provided under most contracts revenue is recognised over time, as the customer simultaneously receives and consumes the benefits provided by the Company.

2.4 Revenue - continued

For each performance obligation satisfied over time, the Company recognises revenue over time by measuring progress towards complete satisfaction of that performance obligation. The objective when measuring progress is to depict an entity's performance in transferring control of goods or services promised to a customer (i.e. the satisfaction of an entity's performance obligation). The nature of the good or service that the entity promised to transfer to the customer determines the appropriate method for measuring progress. The Company mainly uses the output method as the core services provided include the initial connection to the Company's assets and then the ongoing supply of energy to the customer.

Long-term contracts

In respect of long-term contracts, the Company enters into long-term contracts when connecting new customers to the heat and electricity supply facility.

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

Costs to obtain a contract

The incremental costs to obtain a contract with a customer are recognised within contract assets if it is expected that those costs will be recoverable. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognised as an expense in the period.

Costs to fulfil a contract

Costs incurred to ensure that a contract is appropriately mobilised and transformed to enable the delivery of full services under the contract target operating model, are contract fulfilment costs. Only costs which meet all three of the criteria below are included within contract assets on the statement of financial position:

a)

the costs relate directly to the contract or to a specific anticipated contract;

b)

the costs generate or enhance resources of the Company that will be used in
satisfying performance obligations in the future; and

c)

the costs are expected to be recovered.

For costs incurred in fulfilling a contract with a customer that are within the scope of another IFRS, the Company accounts for these in accordance with those other IFRSs.

2.4 Revenue - continued

Amortisation and impairment of contract assets

The Company amortises contract assets (costs to obtain a contract and costs to fulfil a contract) on a systematic basis that is consistent with the transfer to the customer of the related goods or services to which the asset relates.

Accrued income and deferred income

At the reporting date, the Company recognises accrued income or deferred income when revenue recognised is cumulatively higher or lower than the amounts invoiced to the customer.

2.5 Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6 Finance costs

Finance costs 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.

2.7 Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.8 Taxation

The tax for the year comprises current and deferred tax. Tax is recognised in profit or loss except that an expense 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 is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8 Taxation-continued

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 is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.9 Tangible fixed 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.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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.

Leasehold improvements

-

4%

Plant and machinery

-

Over the remaining term of the contract

Assets under construction

-

No depreciation charged

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.

2.10 Assets under construction

Assets under construction include those costs incurred on plant and machinery which are not yet fully commissioned. Assets under construction are not depreciated until they are ready for use, when they are transferred to the relevant asset class and depreciated over their useful economic lives.

2.11 Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.12 Stocks

Cost for raw materials and consumables stock is based on the cost of purchase on a weighted average basis. At each reporting date, stocks are assessed for any potential write down.

If stock is written down, the carrying amount is reduced to its selling price less costs to sell. The write down is recognised immediately in profit or loss.

2.13 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivables are measured initially at fair value, plus transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14 Cash at bank and in hand

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.15 Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.16 Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value in accordance with IFRS 9.

Financial assets

All recognised financial assets are subsequently measured in their entirety at amortised cost.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For receivables, the Company requires expected lifetime losses to be recognised from initial recognition of the receivables. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

2.17 Accounting for carbon allowances

The Company participates in the UK Emissions Trading Scheme allowances, which requires surrender of carbon allowances in respect of emissions arising from its operations.

Purchased carbon allowances to meet the Company's own compliance obligations, if any, are recognised as stocks and initially measured at cost, as these are held for own-use and will be surrendered in the ordinary course of business. Carbon allowances surrendered are charged to cost of sales in the period to which the related emissions arise. Any remaining allowances held at the reporting date are measured at the lower of cost and net realisable value in accordance with IAS 2 Inventories.

A liability is recognised based on the level of emissions recorded in the relevant compliance period. Where emissions are covered by the carbon allowances held, the liability is measured at purchase cost or carrying amount. Where emissions exceed the carbon allowances held, an accrual is recognised for the shortfall measured at the prevailing market price. The liability is settled via a transfer of certificates from fellow subsidiary undertaking, Bring Energy Limited, to the Company and with the Company reporting utilising this as settlement to regulator for settlement of liability.

3.	ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for income and expenses during the year. However, the nature of estimation means the actual outcomes could differ from those estimates.

The following judgments, estimates and assumptions have had the most significant effect on amounts recognised in the financial statements:

Revenue

The Company determines if a contract exists and whether it is in scope of IFRS 15. The arrangement must create enforceable rights and obligations. Typically, this will be a signed contract with the customer. The Company and customer must be committed to perform their respective obligations, each party's rights regarding the goods or services to be transferred should be identifiable, the payment terms for the goods or services to be transferred should be identifiable, the arrangement must have commercial substance and it must be probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. This assessment is completed on a case by case basis in line with IFRS 15.

At contract inception the Company assesses the goods or services promised in a contract with a customer. It identifies the performance obligations, contractual promises to transfer distinct goods or services to a customer. For contracts with several components, judgment is necessary to determine the performance obligations by considering whether those promised goods or services are:

a)

a good or service (or bundle of goods or services) that is distinct; or

b)

a series of distinct goods or services that are substantially the same and that have the
same pattern of transfer to the customer.

For core services provided under most contracts entered into by the Company, management has applied the principles of IFRS 15 and concluded that the promises are distinct within the context of the contract and as such there are three performance obligations, being the initial connection to the Company's assets, an ongoing capacity reservation charge and the supply of heating, cooling and electricity.

The Company recognises revenue on a contract by contract basis based on the satisfaction of performance obligations. Where contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices.

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

Tangible assets

It is necessary to determine whether there are indicators of impairment of the Company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. These assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Provisions and accruals for liabilities

Management estimation is required to determine the appropriate amounts of provisions for bad and doubtful debts, provisions and accruals for certain administrative expenses. The judgments, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other reasonable factors.

UK ETS carbon allowances

Determination of the appropriate accounting framework

Management has applied judgement in assessing the appropriate accounting treatment for emission allowances and the related compliance obligation. There is currently no explicit IFRS accounting standard that specifically addresses carbon accounting or emission trading schemes.

In the absence of a directly applicable standard, management has applied the hierarchy in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and concluded that IAS 2 Inventories is the most appropriate standard for accounting for emission allowances.

This conclusion reflects management's assessment that the allowances are held primarily to settle the Company's emission obligation in the ordinary course of business, are consumed as part of the energy generation process that gives rise to those emissions, and are not acquired or retained for trading or speculative purposes.

Accordingly, any allowances are recognised as stocks and measured in accordance with IAS 2 Inventories, consistent with the underlying economic substance of how the Company manages and utilises these carbon allowances.

Measurement basis of the emission liability

Management exercises judgement in determining the appropriate basis for measuring the

emissions liability at each reporting date, including assessing:

-

Whether allowances, if any, on hand are sufficient to cover emissions at each reporting
date; and

-

The extent to which projected gas usage is required to estimate emissions at each
reporting date.

Key sources of estimation uncertainty

The emission liability at each reporting date is estimated based on:

-

Actual year-to-date emissions derived from metered gas usage;

-

Projected gas usage (for interim reporting), where required to estimate emissions to the
reporting date; and

-

Carbon pricing inputs are determined as follows: (1) where sufficient allowances have
been purchased and are held in stocks, the liability is measured using the weighted
average cost of allowances acquired; (2) where purchased allowances are insufficient
or not yet acquired, the liability is measured using the most up-to-date observable
market price for UK ETS allowances at the reporting date

Accordingly, the liability is sensitive to differences between projected and actual gas consumption, as well as volatility in UK ETS allowance market prices at or near the reporting date.

Changes in these assumptions may result in material adjustment to the carrying amount of the emission liability in subsequent reporting periods. Management reviews gas consumption data and market pricing information on a regular basis to ensure that the liability reflects the best estimate of the obligation at each reporting date.

4.

TURNOVER

All turnover arose within the United Kingdom from the Company's principal activity, which is the provision of heating and energy services.

5.	OPERATING (LOSS)/PROFIT

The operating (loss)/profit is stated after charging:

2024

2023

£'000

Depreciation of tangible assets

348

339

Impairment of tangible assets

6,926

179

Loss on disposal of tangible assets

556

178

The Company has no employees (2023: none). The Company does not directly employ any staff. All employees hold contracts of employment with other group companies in the Bring Energy Group, with the costs allocated to the Company via an overhead recharge.

All Directors' remuneration was paid by fellow group undertakings in respect of their services to group companies. The Directors' services to the Company did not occupy a significant amount of time and consequently no allocation has been made to the Company for qualifying services for the year (2023: £nil).

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£'000

Other interest receivable

-

43

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£'000

Interest payable to Equans group undertakings

-

282

8.	AUDITORS' REMUNERATION

2024

2023

£'000

Fees payable to the Company's auditor for the audit of the
Company's annual financial statements

28

34

9.

TAXATION

2024

2023

£'000

Corporation tax

Current tax on (loss)/profit for the year

-

57

Adjustments in respect of previous periods

(222

)

-

Total current tax

(222

)

57

Deferred tax

Origination and reversal of timing differences

(852

)

(54

)

Adjustments in respect of previous periods

236

(13

)

Total deferred tax

(616

)

(67

)

Tax on (loss)/profit

(838

)

(10

)

FACTORS AFFECTING TAX CREDIT FOR THE YEAR

The tax assessed for the year is lower than (2023: lower than) the standard effective rate of corporation tax in the UK of 25% (2023: 23.5%). The differences are explained below:

2024

2023

£'000

(Loss)/profit before tax

(7,945

)

92

Profit multiplied by standard effective rate of corporation tax

inthe UK 25% (2023: 23.50%)

(1,986

)

22

Effects of:

Fixed asset differences

90

18

Adjustments in respect of previous periods

14

(13

)

Non-taxable income

-

(34

)

Changes to tax rates

-

(3

)

Transfer pricing adjustments

(122

)

-

Movement in deferred tax not recognised

1,166

-

Total tax credit for the year

(838

)

(10

)

FACTORS THAT MAY AFFECT FUTURE TAX CREDIT

The corporation tax rate remains unchanged at 25% for the financial year ended 31 December 2024. Deferred taxes on the statement of financial position have been measured at the substantively enacted corporation tax rate that will be effective when they are expected to be realised.

10.	EXCEPTIONAL ITEMS

2024

2023

£'000

Impairment of tangible assets

6,926

179

At 31 December 2024, the Directors performed an impairment review of the Company's tangible assets. This has resulted in an impairment of the Company's tangible assets (see note 11).

11.	TANGIBLE FIXED ASSETS

Assets

Leasehold

Plant and

under

improvements

machinery

construction

Totals

£'000

COST

At 1 January 2024

376

16,817

1,972

19,165

Additions

-

161

-

161

Disposals

-

(910

)

-

(910

)

Transfers

-

49

(49

)

-

At 31 December 2024

376

16,117

1,923

18,416

DEPRECIATION / IMPAIRMENT

At 1 January 2024

376

11,121

-

11,497

Charge for year

-

348

-

348

Eliminated on disposal

-

(354

)

-

(354

)

Impairments

-

5,002

1,923

6,925

At 31 December 2024

376

16,117

1,923

18,416

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

5,696

1,972

7,668

During the year, management identified indicators of impairment in respect of the Company's cash-generating unit (CGU), consisting of the heat network and related energy infrastructure, following notifications received regarding termination, or expected expiry without renewal, of certain key customer arrangements.

Management has assessed the recoverable amount of the CGU, which was determined using a value-in-use model based on discounted forecast cash flows. The cash flow projections cover the remaining expected operating life of the scheme through to 2042, reflecting the latest contractual period over which the CGU is expected to generate economic benefits.

The forecast cash flows were revised to reflect the anticipated cessation of energy supply arrangements to key customers, the associated reduction in forecast revenues and associated margins, and the additional capital expenditure expected to be incurred as a consequence of these developments. In particular, the forecasts incorporate costs associated with replacing the existing private wire arrangement and transitioning to an alternative electricity supply infrastructure. A post-tax discount rate of 7.2% was applied to the projected cash flows. No terminal value was assumed in the assessment.

The value-in-use calculation resulted in recoverable amount below the carrying value of the CGU. Management also considered whether a higher recoverable amount could be supported based on fair value less costs of disposal and concluded that no such value is available. Accordingly, an impairment loss has been recognised to write down the carrying value of the CGU to nil. The total impairment charge of £6,925,000 in 2024 (2023: £179,000) has been recognised within exceptional items in the income statement.

In addition, management assessed the recoverability of the Wartsila engine that was used specifically in relation to the private wire arrangement. Following termination of that arrangement, management concluded that the assets is no longer capable of generating future economic benefits and is therefore considered obsolete. Accordingly, the carrying value of the asset has been written off in full. The resulting write-off of £549,000 in 2024 has been recognised within exceptional items in the income statement. In 2023, an impairment charge of £179,000 was recognised within exceptional items in respect of a specific item of plant and machinery following the termination of the related contract.

12.

STOCKS

2024

2023

£'000

Raw materials and consumables

77

240

Replacement costs of stock

The difference between purchase price of stocks and their replacement cost is not material.

13.

DEBTORS

2024

2023

£'000

Due within one year

Trade debtors

877

640

Group relief receivable

279

57

Amount owed by group undertakings

1,000

-

Other debtors

20

58

Prepayments and accrued income

843

1,487

3,019

2,242

Amounts owed by group undertakings due within one year represent current balances, which are unsecured and interest free.

The group relief receivable from group undertakings of £279,000 (2023: £57,000) is receivable from Bring Energy group companies.

2024

2023

£'000

Due after more than one year

Prepayments and accrued income

2,992

3,297

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£'000

Trade creditors

146

166

Amounts owed to group undertakings

9,287

8,117

Other taxation and social security

147

-

Other creditors

120

240

Accruals and deferred income

2,059

2,288

11,759

10,811

Amounts owed to group undertakings are unsecured and interest free.

The 'Accruals and deferred income' balance includes the Company's carbon emissions liability amounting to £589,000 (2023: £nil), representing the Company's carbon emissions level for the current compliance period.

15.	FINANCIAL INSTRUMENTS

2024

2023

£'000

FINANCIAL ASSETS

Financial assets measured at amortised cost

6,953

5,941

FINANCIAL LIABILITIES

Financial liabilities measured at amortised cost

(11,394

)

(10,079

)

Financial assets measured at amortised cost comprise cash at bank and in hand, trade debtors, group relief receivable, amounts owed by group undertakings, other debtors and accrued income.

Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, other creditors and accruals.

16.	DEFERRED TAX

2024

2023

£'000

At beginning of year

(616

)

(683

)

Credited to the income statement

616

67

At end of year

-

(616

)

The provision for deferred taxation is made up as follows:

2024

2023

£'000

Accelerated capital allowances

-

(616

)

The Company has unutilised tax losses available for offset against future taxable profits. Deferred tax asset relating to these tax losses amounting to £1,166,000 (2023: nil) has not been recognised, as it is not considered probable that sufficient future taxable profits will be available against which the losses can be utilised.

The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of

deferred tax liabilities or assets are expected to be settled or recovered.

17.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£'000

1,000,000

Ordinary

1

1,000

18.

RESERVES

Retained earnings

The retained earnings account records the cumulative amount of profits and losses less any cumulative distribution of dividends.

19.	CONTROLLING PARTY

The immediate parent company of the Company is Bring Energy Services Limited (formerly Equans Urban Energy Group Limited), a company registered in England and Wales.

The Directors regard Swiss Life Holding AG as the ultimate parent company and controlling party of the Company. Swiss Life Holding AG is registered in Switzerland.

The parent undertaking of the smallest and largest group which includes the Company for which consolidated financial statements are prepared is Bring Energy Holdings Limited (formerly Burnie Holdco Limited). Bring Energy Holdings Limited owns 100% of Bring Energy Group Limited (formerly Burnie Bidco Limited).

Copies of the group's consolidated financial statements may be obtained from 5 Clarnico Lane, London, E15 2HG.