REGISTERED NUMBER: 13044362 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

DOWNING ENERGY DEVELOPMENT COMPANY

LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

S W Moore

Thames Street Services Limited

REGISTERED OFFICE:

10 Lower Thames Street

London

EC3R 6AF

REGISTERED NUMBER:

13044362 (England and Wales)

FIXED ASSETS

Investments

4

1

1

CURRENT ASSETS

Debtors

5

24,564,445

19,414,658

Cash at bank

11,913

75,529

24,576,358

19,490,187

CREDITORS

Amounts falling due within one year

6

(25,798,271

)

(20,632,127

)

NET CURRENT LIABILITIES

(1,221,913

)

(1,141,940

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,221,912

)

(1,141,939

)

CAPITAL AND RESERVES

Called up share capital

7

1

1

Retained earnings

8

(1,221,913

)

(1,141,940

)

SHAREHOLDERS' FUNDS

(1,221,912

)

(1,141,939

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2026 and were signed on its behalf by:

Thames Street Services Limited - Director

1.	STATUTORY INFORMATION

Downing Energy Development Company 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included below. Critical judgements that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following:

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

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.

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.

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.

Interest received

Interest received is credited 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.

Going concern

The directors have reviewed the performance of the Company during the year as set out in these accounts and, after taking account of possible changes that can reasonably be envisaged in trading performance, have considered the cash flow forecasts and future liquidity requirements of the Company.

Having regard to the above and after making enquiries the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing the accounts. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Cash and cash equivalents

Cash is represented by deposits with financial intuitions repayable without penalty on notice of more than 24 hours, Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Debtors

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

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 October 2024

and 30 September 2025

1

NET BOOK VALUE

At 30 September 2025

1

At 30 September 2024

1

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/9/25

30/9/24

£

£

Other debtors

24,549,714

19,414,658

VAT debtor

14,731

-

24,564,445

19,414,658

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/9/25

30/9/24

£

£

Trade creditors

-

5,070

Amounts owed to group undertakings

25,284,209

19,802,176

Other creditors

514,062

719,585

VAT creditor

-

105,296

25,798,271

20,632,127

The assets of the company are subject to a fixed and floating charge in relation to connected party loan facilities.

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30/9/25

30/9/24

value:

£

£

1

Ordinary

1

1

1

8.

RESERVES

Retained

earnings

£

At 1 October 2024

(1,141,940

)

Deficit for the year

(79,973

)

At 30 September 2025

(1,221,913

)

9.	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.

10.	ULTIMATE CONTROLLING PARTY

The Company's ultimate parent and controlling entity is Bagnall Energy Limited, a company incorporated in England and Wales. The financial statements of Bagnall Energy Limited, can be obtained from that company's registered office: 10 Lower Thames Street, London, England, EC3R 6AF.