Company No:
Contents
| DIRECTORS | A Lambie (Appointed 13 March 2024) |
| R Armour (Appointed 13 March 2024, Resigned 04 March 2025) | |
| D Boehm (Appointed 13 March 2024) | |
| I Cockburn (Appointed 26 February 2024) | |
| P Newman (Appointed 26 February 2024) | |
| R Shaw (Appointed 13 March 2024) | |
| T Tehranian (Appointed 13 March 2024) | |
| N Young (Appointed 13 March 2024) |
| REGISTERED OFFICE | 16 Stratford Place |
| London | |
| W1C 1BF | |
| United Kingdom |
| COMPANY NUMBER | 15522043 (England and Wales) |
| AUDITOR | KPMG LLP |
| Statutory Auditor | |
| Quayside House | |
| 110 Quayside | |
| Newcastle upon Tyne | |
| NE1 3DX | |
| United Kingdom |
The directors present their Directors’ Report and audited financial statements for Brockwell Energy Group (2) Limited (the “Company”) and its subsidiaries (the “Group”) for period ended 31 March 2025.
The Group meets the definition of a small group under the Companies Act 2006. Consequently, the Group has elected to take advantage of the exemption available under section 414A of the Companies Act 2006.
PRINCIPAL ACTIVITIES
GOING CONCERN
DIVIDENDS
The directors do not recommend payment of a dividend.
DIRECTORS
The directors, who served during the financial period and to the date of this report except as noted, were as follows:
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(Appointed 13 March 2024) |
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(Appointed 13 March 2024, Resigned 04 March 2025) |
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(Appointed 13 March 2024) |
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(Appointed 26 February 2024) |
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(Appointed 26 February 2024) |
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(Appointed 13 March 2024) |
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(Appointed 13 March 2024) |
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(Appointed 13 March 2024) |
OTHER INFORMATION
The principal risks and uncertainties facing the wider Group of which the Company is a member are outlined in the consolidated financial statements of the Company’s ultimate parent, Lantern Holdco Limited.
The Company is monitoring the geopolitical situation in the Eastern Europe, Palestine and the Red Sea area amid the ongoing military conflicts in these areas. There has been no impact from those conflicts on the Company or its operations in the period ended 31 March 2025 and subsequent to the year end.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms 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 the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.
Approved by the Board of Directors and signed on its behalf by:
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I Cockburn
Director |
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. 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 FRS 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 Group and of the profit or loss of the Group for that financial 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;
* State whether applicable UK Accounting Standards 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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in annual reports may differ from legislation in other jurisdictions.
Report on the audit of the financial statements
We have audited the financial statements of Brockwell Energy Group (2) Limited (the “Company”) for the period ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated and Company Statements of Changes in Equity and the related notes, including the accounting policies in note 1.
In our opinion the financial statements:
•give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 March 2025 and of the Group’s loss for the year then ended;
•have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or the Group or to cease its operations, and as they have concluded that the Group and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the company’s business model and analysed how those risks might affect the Company’s and Group’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
•we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
•we have not identified and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the company's or the Group’s ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.
Fraud and breaches of laws and regulations – ability to detect
IDENTIFYING AND RESPONDING TO RISKS OF MATERIAL MISTATEMENT DUE TO FRAUD
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of directors and management as to the Company’s high-level policies and procedures to prevent
and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading board meeting minutes.
• Considering remuneration incentive schemes and performance targets
• Using analytical procedures to identify any unusual or unexpected relationships.
We communicated the identified fraud risks across the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, we perform procedures to address the risk of management override of controls in particular the risk that the Group management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because no revenue exists for the period.
We did not identify any additional fraud risks.
We performed procedures including:
•Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to cash and loans with corresponding entries to unusual accounts.
IDENTIFYING AND RESPONDING TO RISKS OF MATERIAL MISSTATEMENT DUE TO NON-COMPLIANCE WITH LAWS AND REGULATIONS
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of noncompliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: certain aspects of Company legislation recognising the nature of the Company’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
CONTEXT OF THE ABILITY OF THE AUDIT TO DETECT FRAUD OR BREACHES OF LAW OR REGULATION
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
The directors are responsible for the Directors’ Report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon.
Our responsibility is to read the Directors’ Report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
• we have not identified material misstatements in the Directors’ Report;
• in our opinion the information given in that report for the financial year is consistent with the financial statements; and
• in our opinion that report has been prepared in accordance with the Companies Act 2006.
Report on other legal and regulatory requirements
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
• the parent Company 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 take advantage of the small companies exemption from the requirement to prepare a strategic report.
We have nothing to report in these respects.
As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent 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 they either intend 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
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
Statutory Auditor
110 Quayside
Newcastle upon Tyne
NE1 3DX
United Kingdom
| Note | Period from 26.02.2024 to 31.03.2025 |
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| £ | ||
| Administrative expenses | (
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| Other operating income | 3 |
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| Operating loss | (
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| Interest receivable and similar income | 4 |
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| Interest payable and similar expenses | 4 | (
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| Loss before taxation | 5 | (
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| Tax on loss | 9 |
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| Loss for the financial period | (
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| Other comprehensive income | 0 | |
| Total comprehensive loss | (
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| Note | 31.03.2025 | |
| £ | ||
| Fixed assets | ||
| Intangible assets | 11 |
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| Tangible assets | 12 |
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| 35,647,988 | ||
| Current assets | ||
| Debtors | ||
| - due within one year | 14 |
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| Cash at bank and in hand |
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| 3,434,028 | ||
| Creditors: amounts falling due within one year | 15 | (
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| Net current assets | 2,810,865 | |
| Total assets less current liabilities | 38,458,853 | |
| Creditors: amounts falling due after more than one year | 16 | (
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| Provision for liabilities | 17 | (
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| Net liabilities | (13,327,328) | |
| Capital and reserves | 20 | |
| Called-up share capital |
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| Share premium account |
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| Other reserves |
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| Profit and loss account | (
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| Total shareholders' deficit | (13,327,328) |
The financial statements of Brockwell Energy Group (2) Limited (registered number:
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I Cockburn
Director |
| Note | 31.03.2025 | |
| £ | ||
| Fixed assets | ||
| Investments | 13 |
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| 90 | ||
| Current assets | ||
| Debtors | ||
| - due within one year | 14 |
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| - due after more than one year | 14 |
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| 23,801,607 | ||
| Creditors: amounts falling due within one year | 15 | (
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| Net current assets | 23,782,607 | |
| Total assets less current liabilities | 23,782,697 | |
| Creditors: amounts falling due after more than one year | 16 | (
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| Net assets | 1,915,019 | |
| Capital and reserves | 20 | |
| Called-up share capital |
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| Share premium account |
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| Profit and loss account | (
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| Total shareholders' funds | 1,915,019 |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss of the parent company was £19,013.
The financial statements of Brockwell Energy Group (2) Limited (registered number:
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I Cockburn
Director |
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The accompanying notes form an integral part of these financial statements.
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The accompanying notes form an integral part of these financial statements.
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.
Brockwell Energy Group (2) Limited (the Group) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Group's registered office is 16 Stratford Place, London, W1C 1BF, United Kingdom. These financial statements comprise the consolidated financial statements of the Company and its subsidiary undertakings (together referred to as "the Group").
The principal activities are set out in the Directors' Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Group and rounded to the nearest £.
Brockwell Energy Group (2) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a Cash Flow Statement and remuneration of key management personnel.
Excluding debtors falling due after more than one year, as at the balance sheet date, the Group had net current assets of £2,810,865 and net liabilities of £13,327,328. Excluding debtors falling due after more than one year, the Company had net current assets of £1,915,032 and net assets of £1,915,019.
The directors acknowledge the risks and uncertainties associated with the TMO4+ reforms which are impacting the wider energy market. The Group is in the process of analysing the results of the initial application process on its projects and the wider UK energy market. Whilst this creates uncertainty with regards to some of the projects that are being developed by the Group, the directors do not consider this to impact the ability of the Company or the Group to continue as a going concern.
The Group continues to draw on the funds available from amounts owed to group undertakings (Brockwell Holdings Limited). The amounts outstanding under the facility are repayable by March 2030. Subsequent to the balance sheet date, this facility has been amended to increase the available funding limit to a level which supports cash flow projections and funding requirements of the Group for the period extending beyond 12 months from the date of approval of these financial statements. The Group’s strategy is to repay these loans through the development and sale of energy projects or otherwise through cash flows and returns generated from the operation of the energy projects that are being developed by the Group. The development of such projects typically takes between two and five years.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 March 2025. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the Company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.
An associate is an entity in which the Group has significant influence, but not control, over the operating and financial policies of the entity. Significance influence is presumed to exists when the investors hold between 20% and 50% of the equity voting rights.
A joint venture is a contractual arrangement undertaking in which the Group exercises joint control over the operating and financial policies of the entity. Where the joint venture is carried out through an entity, it is treated as a jointly controlled entity. The Group’s share of the profits less losses of associates and of jointly controlled entities is included in the consolidated profit and loss account and its interest in their net assets is recorded on the balance sheet using the equity method.
Where a Group company is party to a joint venture which is not an entity that Company accounts directly for its part of the income and expenditure, assets, liabilities and cash flows. Such arrangements are reported in the consolidated financial statements on the same basis.
Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account and the related notes.
In the parent company financial statements, investments in subsidiaries, jointly controlled entities and associates are carried at cost less impairment.
The current period represents the period from 26 February 2024 (the date of incorporation) to 31 March 2025. There is therefore no comparative period.
Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the entity.
At the acquisition date, the Group recognises goodwill as:
•the fair value of the consideration (excluding contingent consideration) transferred; plus
•estimated amount of contingent consideration (see below); plus
•the fair value of the equity instruments issued; plus
•directly attributable transaction costs; less
•the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities and contingent liabilities assumed.
Defined contribution schemes
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group. Under equity-settled arrangements, the fair value of the instruments at the date of grant is charged to profit and loss over the vesting period.
Share-based payment transactions in which the Group receives goods or services by incurring a liability to transfer cash or other assets that is based on the price of the Group's equity instruments are accounted for as cash-settled share-based payments. The Group recognises a liability which is remeasured to the fair value of the liability at each reporting date and at settlement date. Any changes in the fair value of the liability are recognised as personnel expense in profit or loss.
The Group assesses the appropriate treatment and quantification of share based payments initially and at each reporting date whether share based payments are classified as equity-settled or cash-settled, according to the terms of the award and their expectation of the most likely outcome for each award.
Certain classes of the shares of Group's undertakings (A, B and C shares) have been issued to employees of other Group undertakings. The Group has placed restrictions in relation to employees who own them, via the Articles of Association. The restrictions on the shares are linked to employment and providing service to the Group, with employees ultimately becoming entitled to the full fair value of the shares if they are employed at an exit event. If an employee holding B shares leaves as a good leaver ahead of an exit event, the Group retains the discretion as to whether to repurchase the shares at fair value at the date of leaving. If an employee holding B shares leaves as a bad leaver, the employee will receive the lower of fair value at the date of leaving and the original subscription price. If an employee holding A or C shares leaves as a good leaver ahead of an exit event, the Group retains the discretion as to whether to repurchase the shares at fair value at the date of leaving. If an employee holding A or C shares leaves as a bad leaver ahead of an exit event, the employee will receive the fair value of the shares at the date of leaving. The settling entity within the Group will recognise the share based payment for the employees of its subsidiary as an increase in the cost of investment.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Foreign currency gains and losses are reported on a net basis.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, joint ventures to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax. Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
| Goodwill |
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Capitalised costs include all costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by the management. Borrowing costs that are directly attributable to the construction of a qualifying asset (which is an asset necessarily taking a substantial period of time to be prepared for its intended use) are capitalised as part of the cost of the asset. Capitalisation ceases when substantially all activities that are necessary to prepare the asset for its intended use are complete.
Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. Land is not depreciated. Assets in the course of construction are not depreciated until they are available for use. The estimated useful lives for other assets held by the Group are as follows:
Depreciation is charged to the profit and loss account over the estimated useful lives of each part of an item of tangible fixed assets as detailed below. Assets in the course of construction are not depreciated until they are available for use.
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
| Fixtures and fittings |
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| Office equipment |
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| Assets in the course of construction |
not depreciated |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The Group as lessee
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless; (I) the payments to the lessor are structured to increase in line with expected general inflation, in which case the payments related to the structured increases are recognised as incurred; (ii) the Group has received temporary rent concessions as a direct consequence of the COVID-19 pandemic or (iii) costs are directly attributable to the construction of a qualifying asset. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.
Non-financial assets
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Investments
In the parent company financial statements, investments in subsidiaries, jointly controlled entities and associates are carried at cost less impairment.
Equity instruments
In accordance with FRS 102.22, financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they meet the following two conditions:
a)they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
b)where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group’s own equity instruments or is a derivative that will be settled by the Group’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Where the parent company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the Group, the Company treats the guarantee contract as a contingent liability in its individual financial statements until such time as it becomes probable that the Company will be required to make a payment under the guarantee.
In the application of the Group’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial period in which the estimate is revised if the revision affects only that period, or in the financial period
of the revision and future periods if the revision affects both current and future periods.
The deferred contingent consideration balance, and the corresponding recognition within goodwill, represents a significant estimate within these financial statements and is a key source of estimation uncertainty.
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Recharge of administrative costs | 46,450 |
| Other | 862 |
|
|
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Interest receivable and similar income |
|
| Interest payable and similar expenses | (
|
| (1,949,284) |
Interest receivable and similar income
| 31.03.2025 | |
| £ | |
| Bank interest |
|
| Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses
| 31.03.2025 | |
| £ | |
| Loans from group undertakings | (
|
Loss before taxation is stated after charging/(crediting):
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Depreciation of tangible fixed assets (note 12) |
|
| Impairment of tangible fixed assets (note 12) |
|
| Amortisation of intangible assets (note 11) |
|
| Impairment of intangible assets (note 11) |
|
An analysis of the auditor's remuneration is as follows:
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Fees payable to the Group’s auditor and its associates for the audit of the Group's annual financial statements: | 68,700 |
| Total audit fees |
|
| Group | |
| 31.03.2025 | |
| Number | |
| The average monthly number of employees (including directors) was: |
|
Their aggregate remuneration comprised:
| Group | |
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Wages and salaries |
|
| Social security costs |
|
| Other retirement benefit costs (note 21) |
|
| 1,025,217 |
The Company had no employees during the period.
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Directors' emoluments |
|
| Company contributions to money purchase pension schemes |
|
| 558,937 |
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Current tax on loss | |
| UK corporation tax |
|
| Total current tax |
|
| Total tax on loss |
|
The tax assessed for the period is higher than the standard rate of corporation tax in the UK:
| Period from 26.02.2024 to 31.03.2025 |
|
| £ | |
| Loss before taxation | (15,971,431) |
| Tax on loss at standard UK corporation tax rate of 25% | (
|
| Effects of: | |
| Expenses not deductible for tax purposes |
|
| Income not taxable in determining taxable profit | (
|
| Change in unrecognised deferred tax assets |
|
| Total tax charge for period | 0 |
Equity-settled share-based payment schemes
Options are exercisable at a price equal to the estimated fair value of the shares on the date of grant.
The options and shares issued are subject to leaver provisions that restrict the Managers’ ability to retain the instruments if they cease employment.
There is no requirement to settle the awards in cash.
Details of the share options outstanding during the financial year are as follows:
| 31.03.2025 | ||
|---|---|---|
| Weighted Average | ||
| Number of share options | Average exercise price (£) | |
| Outstanding at beginning of period |
|
|
| Granted during the period |
|
|
| Exercised during the period | (
|
|
| Outstanding at the end of the period |
|
|
| Exercisable at the end of the period |
|
|
The Group recognised total expenses of £
Group
| Goodwill | Total | ||
| £ | £ | ||
| Cost | |||
| At 26 February 2024 |
|
|
|
| Acquisition of BEL4 Limited (note 24) |
|
|
|
| Subsequent changes to the estimate of deferred contingent consideration amounts (note 17) |
|
|
|
| At 31 March 2025 |
|
|
|
| Accumulated amortisation | |||
| At 26 February 2024 |
|
|
|
| Charge for the financial period |
|
|
|
| Impairment losses |
|
|
|
| At 31 March 2025 |
|
|
|
| Net book value | |||
| At 31 March 2025 |
|
|
The impairment loss relates to cancelled projects and projects where indicators of cancellation existed at the balance sheet date.
Group
| Fixtures and fittings | Office equipment | Assets in the course of construction |
Total | ||||
| £ | £ | £ | £ | ||||
| Cost | |||||||
| At 26 February 2024 |
|
|
|
|
|||
| Additions |
|
|
|
|
|||
| Acquisitions through business combinations (note 24) |
|
|
|
|
|||
| At 31 March 2025 |
|
|
|
|
|||
| Accumulated depreciation | |||||||
| At 26 February 2024 |
|
|
|
|
|||
| Charge for the financial period |
|
|
|
|
|||
| Impairment losses |
|
|
|
|
|||
| At 31 March 2025 |
|
|
|
|
|||
| Net book value | |||||||
| At 31 March 2025 | 6,058 | 11,673 | 1,185,623 | 1,203,354 |
Assets in the course of construction represent development and planning costs directly attributable to the development of energy projects.
Impairment of assets in the course of construction relates to energy projects under development where indicators of project cancellation existed as at the balance sheet date.
Following the initial results under the TMO4+ review which were published subsequent to the year-end, the directors consider that the book value of the assets in the course of construction held in relation to these projects is at risk of future impairment due to the projects not securing the Gate 2 protected status as part of the initial evidence submission process.
Company
| Investments in subsidiaries | Total | ||
| £ | £ | ||
| Cost or valuation before impairment | |||
| At 26 February 2024 |
|
|
|
| Additions |
|
|
|
| At 31 March 2025 |
|
|
|
| Carrying value at 31 March 2025 |
|
|
Investments in subsidiaries
The following were subsidiary undertakings of the Company:
| Name of entity | Registered office | Principal activity | Class of shares |
Ownership 31.03.2025 |
Held |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Direct |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
|
|
16 Stratford Place, London, England, W1C 1BF | Development of energy projects |
|
|
Indirect |
In the opinion of the directors, the recoverable amount of the investments is at least equal to their carrying amount.
| Group | Company | ||
| 31.03.2025 | 31.03.2025 | ||
| £ | £ | ||
| Debtors: amounts falling due within one year | |||
| Amounts owed by Group undertakings (note 23) |
|
|
|
| VAT recoverable |
|
|
|
| Other debtors |
|
|
|
| Prepayments |
|
|
|
|
|
|
||
| Debtors: amounts falling due after more than one year | |||
| Amounts owed by Group undertakings (note 23) |
|
|
| Group | Company | ||
| 31.03.2025 | 31.03.2025 | ||
| £ | £ | ||
| Trade creditors |
|
|
|
| Payroll taxes payable |
|
|
|
| VAT |
|
|
|
| Accruals |
|
|
|
| Other creditors |
|
|
|
|
|
|
| Group | Company | ||
| 31.03.2025 | 31.03.2025 | ||
| £ | £ | ||
| Other loans (secured) |
|
|
|
| Amounts owed to Group undertakings (note 23) |
|
|
|
|
|
|
Group
| 31.03.2025 | |
| £ | |
| Other provisions |
|
| Other | Total | ||
| £ | £ | ||
| At 26 February 2024 |
|
0 | |
| Deferred contingent consideration upon acquisition of BEL4 Limited (note 24) |
|
10,346,517 | |
| Adjustments to deferred contingent consideration assessed as probable as at the balance sheet date (note 11) |
|
15,828,727 | |
| At 31 March 2025 |
|
26,175,244 | |
Deferred contingent consideration is estimated and subject to assessment and revision at the end of each financial period. Payment is linked to certain specific milestones being achieved on the projects. As at balance sheet date, these milestones were not expected to be achieved within 12 months from the balance sheet date.
| Group | |
| 31.03.2025 | |
| £ | |
| At the beginning of financial period |
|
| At the end of financial period |
|
The deferred taxation balance is made up as follows:
| Group | |
| 31.03.2025 | |
| £ | |
| Tax losses carry forward | (
|
| Fixed asset timing differences |
|
|
|
|
|
|
As at the balance sheet date, unrecognised deferred tax assets amounted to £2,401,000. This arises primarily from losses where recoverability is uncertain.
The carrying values of the Group’s financial assets and liabilities are summarised by category below:
| Group | Company | ||
| 31.03.2025 | 31.03.2025 | ||
| £ | £ | ||
| Financial assets | |||
| Debt instruments measured at amortised cost | |||
| Amounts owed by Group undertakings (note 14) | 0 | 21,867,575 | |
| Financial liabilities | |||
| Measured at amortised cost | |||
| Bank loans and other loans | (
|
|
|
| Amounts owed to Group undertakings (note 16) | (21,867,678) | (21,867,678) | |
| (25,610,937) | (21,867,678) |
The above excludes financial instruments measured at undiscounted amount receivable or undiscounted amount payable. There is considered to be no difference between the carrying amounts of the above financial instruments and their fair values.
| 31.03.2025 | |
| £ | |
| Allotted, called-up and fully-paid | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 119.98 | |
| Presented as follows: | |
| Called-up share capital presented as equity | 120 |
• On 26 February 2024, 2 Ordinary shares of £1.00 each were issued for subscription upon incorporation.
• On 13 March 2024, 2 Ordinary shares of £1.00 each were sub-divided into 2,000 Ordinary shares of £0.001 each.
• On 13 March 2024, Ordinary shares were re-designated as A shares.
• On 24 July 2024 82,899 A shares of £0.001 each, 11,317 B1 shares of £0.001 each, 3,683 B2 shares of £0.001 each, 20 C shares of £1.00 each, and 80 D shares of £0.001 each were issued and allotted.
The holders of the A, B1 and B2 shares are entitled to participate in a distribution of dividends as declared from time to time and shall not confer the right to receive notice of or to attend and vote at a general meeting nor to receive or vote on written resolutions. The holders of the A shares are able to vary their rights with investor consent. The holders of the B1, B2, C and D shares are able to vary their rights with the written consent of the majority of the holders of their share class. The holders of the C and D shares are entitled to vote.
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
The share based payment reserve represents the charge to profit or loss for services received in relation to equity settled share based payments not yet settled.
Defined contribution schemes
The Group operates a defined contribution retirement benefit scheme for all qualifying employees of a Group subsidiary (Brockwell Storage & Solar Limited). The total expense charged to the Statement of Comprehensive Income in the period was £31,385. The amount outstanding as at the balance sheet date was £5,699 and is included within other creditors.
Contingent liabilities
| 31.03.2025 | |
| £ | |
| Total contingent liabilities |
|
As at the balance sheet date, National Grid held a cash security of £426,944 in respect of the attributable cancellation charges stemming from the actual attributable liabilities of £313,956 and applicable VAT. This security was provided by the Company in the form of a refundable cash deposit and is included within other debtors.
As at the date of approval of these financial statements, an updated guidance issued as part of the TMO4+ reforms confirmed that no cancellation charges will be levied on the projects under the existing grid connection offers in the event they are unable to secure a Gate 2 status and continue with the development. The directors therefore do not expect the contingent amounts to become payable.
The Company and Group have availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company and Group is a wholly owned member.
The directors of the Group are deemed to be the key personnel of the Group as defined in Section 33 of FRS 102. Directors' remuneration for the year is as detailed in note 9.
Company related party balances as at the balance sheet date and transactions during the year are detailed as follows:
**Amounts owed by group undertakings**
BEL4 Bidco Limited £21,867,575 - unsecured, bearing interest at an annual rate of 10% and repayable within more than twelve months from the balance sheet date or such later date as may be agreed between the parties.
Brockwell Holdings Limited £1,934,032 - unsecured, repayable on demand and not bearing interest.
**Amounts owed to group undertakings**
Brockwell Holdings Limited £21,867,678 - unsecured, bearing interest at an annual rate of 10% and repayable by March 2030 or such later date as may be agreed between the parties.
**Transactions with BEL4 Bidco Limited**
Interest charged on loans issued by the Company £1,450,678
**Transactions with Brockwell Holdings Limited**
Interest charged on loans received by the Company £1,450,678
Consideration received for shares allotted by the Company -£1,688,134
**Transactions with Management**
Consideration received for shares allotted by the Company -£245,896
Group related party balances and transactions are detailed as follows:
Transactions with group companies
Amounts owed by Group undertakings
| 31.03.2025 | |
| £ | |
| Brockwell Holdings Limited |
|
Amounts owed by Group undertakings are unsecured, repayable on demand and do not bear interest.
Amounts owed to Group undertakings
| 31.03.2025 | |
| £ | |
| Brockwell Holdings Limited |
|
Amounts owed to Group undertakings are unsecured, bear interest at an annual rate of 10% and are repayable by March 2030 or such later date as may be agreed between the parties.
As stated in note 1, subsequent to the balance sheet date, Brockwell Holdings Limited has increased the limit available under the facility with the group.
Transactions with Brockwell Holdings Limited
| 31.03.2025 | |
| £ | |
| Interest charged on loans received by the Group | 1,450,685 |
| Recharge of administrative costs by the Group | 46,450 |
| Consideration received for shares allotted by the Group | 1,688,134 |
| 3,185,269 |
Transactions with related parties or connected persons
Transactions with management
| 31.03.2025 | |
| £ | |
| Consideration received for shares allotted by the Group | 245,896 |
Parent Company:
|
|
| 16 Stratford Place London W1C 1BF |
Ultimate controlling party:
|
|
| 16 Stratford Place London W1C 1BF |