Struthers Energy & Power Limited - Limited company accounts 25.1

REGISTERED NUMBER: 12434583 (England and Wales)

Struthers Energy & Power Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30th June 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

N Burton

M J Graves

M M Hill

REGISTERED OFFICE:

Millennium Works,

Valletta Street

Hull

East Yorkshire

HU9 5NP

REGISTERED NUMBER:

12434583 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report for the year ended 30th June 2025.

PRINCIPAL ACTIVITIES

During the period the Companies principal activities included Marketing Design, Supply, Project Management and Commissioning of Waste Heat Recovery Units for its Worldwide Offshore Oil & Gas Clients. In addition, the Company has continued to increase scope of activities and has focussed upon its onshore Waste to Energy programme.

REVIEW OF BUSINESS

The Financial Statements include the trading period of 1st July 2024 to 30th June 2025.

Satisfactory increase in business activity with good results from its offshore activities.

Turnover increased by some 14% from £5.615m to £6.436m. Results due to the Waste Heat Recovery Unit sales were as expected and provided good margin.

The business continues to produce a first-class product, which is now widely acknowledged as being the best solution available Worldwide. Struthers CWHRU (Circular Waste Heat Recovery Unit) continues to be favoured and in the later part of the period was awarded further High-Profile projects based upon previous project performance and in particular the Technically Advanced product and UK build quality.

Continued Research and Development has formed a large part of the business focus during this period. The Companies first of a kind Waste to Energy Project being the main area of activity. The Company has seen a large market for small scale projects of this type.

The Company Directors report that £1.1m of its own working capital has been invested developing further and constructing a multi-million-pound Waste to Energy Project. This collaborative build programme with a UK based client in the Waste Industry based in the North of England has proved to be a great success.

This project which is based upon one of the Companies Patented innovations is now fully operational. This provides a unique reference site. The Company has done market research and is currently at early stage of marketing. Early feedback suggests a very healthy market exists and on that basis the Company is very well positioned to prosper and enjoy the benefit of the substantial investment.

This level of spend on the project is reflected in the accounts resulting in a loss for the period.

GOING CONCERN.

The directors believe the company is well placed to manage its business risks successfully despite the uncertainties surrounding current economic environment and accordingly continue to adopt the going concern basis in preparing the annual report and accounts

PRINCIPAL RISKS AND UNCERTAINTIES

Directors are confident that the continued diversification strategy will ensure that any risk be minimised.

KEY PERFORMANCE INDICATORS

The Directors report regular monitoring of its business sectors and improvements as required are implemented to mitigate issues as they arise.

ON BEHALF OF THE BOARD:

N Burton - Director

13th August 2026

The directors present their report with the financial statements of the company for the year ended 30th June 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30th June 2025.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st July 2024 to the date of this report.

N Burton

M J Graves

M M Hill

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N Burton - Director

13th August 2026

Opinion

We have audited the financial statements of Struthers Energy & Power Limited (the 'company') for the year ended 30th June 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30th June 2025 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or the Report of the Directors.

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative
of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators the company's legal advisors.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Peter Dearing BSc FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

13th August 2026

TURNOVER

3

6,436,674

5,615,682

Cost of sales

6,164,266

4,689,473

GROSS PROFIT

272,408

926,209

Distribution costs

20,742

30,942

Administrative expenses

308,115

317,123

328,857

348,065

(56,449

)

578,144

Other operating income

(1,500

)

-

OPERATING (LOSS)/PROFIT

5

(57,949

)

578,144

Interest receivable and similar income

6,536

-

(LOSS)/PROFIT BEFORE TAXATION

(51,413

)

578,144

Tax on (loss)/profit

6

(12,825

)

(159,255

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(38,588

)

737,399

FIXED ASSETS

Intangible assets

7

271,726

326,071

Tangible assets

8

20,771

33,615

292,497

359,686

CURRENT ASSETS

Debtors

9

1,728,391

2,027,811

Cash at bank

1,678,982

1,044,616

3,407,373

3,072,427

CREDITORS

Amounts falling due within one year

10

1,914,573

1,608,228

NET CURRENT ASSETS

1,492,800

1,464,199

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,785,297

1,823,885

CAPITAL AND RESERVES

Called up share capital

13

500,000

Retained earnings

14

1,285,297

1,323,885

SHAREHOLDERS' FUNDS

1,785,297

1,823,885

The financial statements were approved by the Board of Directors and authorised for issue on 13th August 2026 and were signed on its behalf by:

N Burton - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1st July 2023

500,000

586,486

1,086,486

Changes in equity

Total comprehensive income

-

737,399

Balance at 30th June 2024

500,000

1,323,885

1,823,885

Changes in equity

Total comprehensive income

-

(38,588

)

(38,588

)

Balance at 30th June 2025

500,000

1,285,297

1,785,297

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The financial statements have been prepared on a going concern basis which the directors consider appropriate.The directors are confident that the company's relations with its customers and suppliers, and its current trading, leave the company well placed to manage its business risk successfully.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Significant judgements and estimates

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include:

In respect of long term contracts there is inevitably some uncertainty on the anticipated costs to completion. However, only in those cases where, in the directors opinion, those can be estimated reliably is any attributable profit accounted for.

Turnover

Revenue represents sales to outside customers, net of VAT and trade discounts, in the ordinary course of business for goods supplied as a principle and for services provided.

Sales of products are recognised when the significant risks and rewards of ownership are transferred to the customer and they have a legally binding obligation to settle under the terms of the contract.

In the case of long term contracts providing that the outcome can be assessed with reasonable certainty, the revenues and costs on such contracts are recognised based on stage of completion and overall contract profitability.

Full provision is made for any estimated losses on completion of contracts having regard for the overall substance of the arrangements.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Other intangible assets are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using the closing rate.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service. The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

3.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

United Kingdom

2,941,957

1,424,398

Rest of the world

3,494,717

4,191,284

6,436,674

5,615,682

The turnover and profit before tax are attributable to the principal activity of the company. The total amount of contract revenue recognised in the period was £6,436,674 (2024: £5,615,682).

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

Salaries

234,512

159,775

Social security costs

29,103

18,166

Other pension costs

6,524

2,216

270,139

180,157

The average number of employees during the year was as follows:

2025

2024

Management

4

3

2025

2024

£

Directors' remuneration

97,102

104,178

Directors' pension contributions to money purchase schemes

2,733

1,598

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

5.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

£

Depreciation - owned assets

4,086

20,312

Loss on disposal of fixed assets

1,500

-

Other intangible assets amortisation

54,345

Auditors' remuneration

10,100

10,500

Foreign exchange differences

-

19,731

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2025

2024

£

Current tax:

Prior year overprovision

-

(99,380

)

Deferred tax

(12,825

)

(59,875

)

Tax on (loss)/profit

(12,825

)

(159,255

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

(Loss)/profit before tax

(51,413

)

578,144

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25% (2024 - 25%)

(12,853

)

144,536

Effects of:

Expenses not deductible for tax purposes

28

1,136

Adjustments to tax charge in respect of previous periods

-

(99,380

)

Deferred tax overprovided in previous year

-

(52,583

)

R&D claim

-

(152,964

)

Total tax credit

(12,825

)

(159,255

)

7.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1st July 2024

and 30th June 2025

543,451

AMORTISATION

At 1st July 2024

217,380

Amortisation for year

54,345

At 30th June 2025

271,725

NET BOOK VALUE

At 30th June 2025

271,726

At 30th June 2024

326,071

8.	TANGIBLE FIXED ASSETS

Motor

Computer

vehicles

equipment

Totals

£

COST

At 1st July 2024

59,220

1,395

60,615

Additions

-

6,242

Disposals

(42,000

)

-

(42,000

)

At 30th June 2025

17,220

7,637

24,857

DEPRECIATION

At 1st July 2024

27,000

-

27,000

Charge for year

2,400

1,686

4,086

Eliminated on disposal

(27,000

)

-

(27,000

)

At 30th June 2025

2,400

1,686

4,086

NET BOOK VALUE

At 30th June 2025

14,820

5,951

20,771

At 30th June 2024

32,220

1,395

33,615

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

860,908

1,015,429

Amounts owed by group undertakings

-

45,504

Amounts recoverable on long term contracts

633,122

881,527

Other debtors

63,731

-

Corporation tax

84,411

13,596

Deferred tax asset

72,629

59,804

Prepayments

13,590

11,951

1,728,391

2,027,811

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Payments on account

1,005,914

1,023,401

Trade creditors

518,867

398,279

Amounts owed to group undertakings

318,000

-

Social security and other taxes

-

99,211

Other creditors

5,047

4,640

Accruals and deferred income

66,745

82,697

1,914,573

1,608,228

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

Within one year

6,123

-

Between one and five years

13,359

-

19,482

-

12.	DEFERRED TAX

£

Balance at 1st July 2024

(59,804

)

Provided during year

(12,825

)

Balance at 30th June 2025

(72,629

)

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

500,000

Ordinary

£1

500,000

14.

RESERVES

Retained

earnings

£

At 1st July 2024

1,323,885

Deficit for the year

(38,588

)

At 30th June 2025

1,285,297

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16.	POST BALANCE SHEET EVENTS

Subsequent to 30 June 2025, the company has incurred significant expenditure in the further development and refinement of its Waste to Energy technology platform.

Following relocation of a reference plant and subsequent testing and commissioning activities, a number of engineering improvements and design modifications were identified. The company has therefore undertaken a substantial programme of development activity focused on improving the performance, reliability and commercial viability of the technology.

Development expenditure incurred since the reporting date is currently estimated at approximately £1.1 million. The company has also commenced active marketing of the technology and is utilising the successful installation of the reference plant to support discussions with prospective customers regarding future plant sales.

These events occurred after the reporting date and therefore no adjustment has been made to the financial statements for the year ended 30 June 2025.

17.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is C F Struthers Limited. The ultimate parent undertaking is C F Struthers (Holdings) Limited for which group financial statements are prepared. The registered office of the ultimate parent company is Millennium Works, Valletta Street, Hedon Road, Hull, East Yorkshire, HU9 5NP. Copies of the C F Struthers (Holdings) Limited's financial statements can be obtained from Companies House.

The ultimate controlling party is N Burton.