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Registered number: 14156824
CLEAN ENERGY LABS LTD
UNAUDITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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Director's Responsibilities Statement
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The director presents his report and the financial statements for the year ended 30 September 2025.
The directors who served during the year were:
S Brooks (resigned 30 April 2026)
S J Cook
A F Cox (resigned 30 April 2026)
T J Fraine (resigned 30 April 2026)
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This report was approved by the board and signed on its behalf.
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DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Year ended 30 September 2025
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Year ended 30 September 2025
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Year ended 30 September 2025
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18-month period ended
30 September 2024
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18-month period ended
30 September 2024
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18-month period ended
30 September 2024
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Interest receivable and similar income
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There was no other comprehensive income for 2025 (2024: £Nil).
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The notes on pages 6 to 10 form part of these financial statements.
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CLEAN ENERGY LABS LTD
REGISTERED NUMBER:14156824
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BALANCE SHEET
AS AT 30 SEPTEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The director considers that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Comprehensive loss for the 18-month period
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Comprehensive loss for the year
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Clean Energy Labs Ltd is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 14156824). The address of the registered office is 10 Lower Grosvenor Place, London, SW1W 0EN.
Due to the acquisition of the trade and assets of Clean Energy Labs Ltd by Ensek Ltd the accounting period has been extended to an 18-month period ended 30 September 2024 in the prior period. As a result, the comparative results are not entirely comparable since the accounting periods differ in length.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The director has made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast doubt on the Company's ability to continue as a going concern.
In the prior year, the majority of the Company’s assets were sold to ENSEK (part of the Centrica plc Group) and the Board intends to meet to formalise plans for the Company and its future activities. Whilst the Company has net liabilities (and net current liabilities) of £720,783 (2024 - £195,218), the Company owes £2,236,038 to Yotta Bidco, the immediate parent company, via an inter-company loan which has no formalised terms. The expectation of this amount needing to be repaid within 12 months from the date of signing the financial statements is considered very low. The Company has also received significant sums of R&D tax credits from HMRC after the balance sheet date which has substantially improved the cash position of the Company: the Board intend to discuss the potential use of these funds within the consultancy, conference & industry spaces that Clean Energy Labs Limited may enter.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Royalty Revenue
Royalty revenue is recognised rateably over the life of the contract.
Interest income is recognised in profit or loss using the effective interest method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company's cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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The average monthly number of employees, including the directors, during the year was 4 (18-month period ended 30 September 2024 - 76).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Due after more than one year
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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On 24 September 2024 Clean Energy Labs Limited entered into a facility agreement with Yotta Bidco Ltd. The facility is unsecured and amounted to £2,000,000. 8% interest on the loan is accrued per annum. The loan is due for repayment in September 2026. To the extent that all such amounts repaid or repayable are insufficient to repay the amounts due under the Facility Agreement in full, Yotta Bidco Ltd confirm that they will, to the extent required by the Company, acting reasonably, release the Company from such balance due and use reasonable endeavours, on a good faith basis, to structure such a release in a manner that does not create a tax charge on the Company.
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £Nil (18-month period ended 30 September 2024 - £138,990). There were no contributions (2024 - £Nil) payable to the fund at the balance sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Related party transactions
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The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
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The immediate parent undertaking is Yotta Bidco Ltd, a company registered in England and Wales.
The ultimate parent undertaking is Sequoia Economic Infrastructure Income Fund Limited, a company registered in Guernsey.
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