REGISTERED NUMBER: 07920186 (England and Wales)

ENERGIST (HOLDINGS) LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S F Jones

G Davies

Beaubridge Energist Llp

REGISTERED OFFICE:

2 Park Pavilions Clos Llyn Cwm

Valley Way Enterprise Park

Swansea

SA6 8QY

REGISTERED NUMBER:

07920186 (England and Wales)

ACCOUNTANTS:

Bevan Buckland Ltd

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

TOTAL ASSETS LESS CURRENT LIABILITIES

-

-

CREDITORS

Amounts falling due after more than one year

4

73,152,086

73,152,086

NET LIABILITIES

(73,152,086

)

(73,152,086

)

CAPITAL AND RESERVES

Called up share capital

5

1,198

1,198

Share premium

6

53,403

53,403

Other reserves

6

2,172,065

2,172,065

Retained earnings

6

(75,378,752

)

(75,378,752

)

SHAREHOLDERS' FUNDS

(73,152,086

)

(73,152,086

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 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 17 August 2026 and were signed on its behalf by:

G Davies - Director

S F Jones - Director

1.	STATUTORY INFORMATION

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

The financial statements have been prepared on the going concern basis.

The company is a holding company and is dependent upon the continued support of its shareholders and the performance of its subsidiary undertakings. The directors have reviewed the company's financial position, together with the financial position and forecasts of the wider group, and have considered the ongoing support available from shareholders.

The shareholders have waived the commencement of repayments on shareholder loans and loan notes until 31 December 2027 and have indicated their intention to continue supporting the group as required.

Having considered these matters, the directors are satisfied that the company will have adequate resources to continue in operational existence and meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on the going concern basis.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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 liabilities

Basic financial liabilities, including 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 receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3.	EMPLOYEES AND DIRECTORS

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

4.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Shareholder loans and loan notes

73,152,086

73,152,086

Investor Loan Note Instrument A

On 1 March 2012, the company issued 7,202,730 unsecured loan notes "A" for a total of £7,202,730 which is disclosed within creditors more than one year. The loan notes attract an interest rate of 15% per annum. However due to revenues being below agreed minimum levels, the loan notes attract an interest rate of 20% per annum. The loan notes are repayable in full when other loans have been repaid. However on 15 September 2020 £8,086,681 of an accrued interest to date was converted into a loan note "C" (see below). The investors also agreed to an early curtailment of interest charges as at 31 December 2020, with no interest to be attracted from this date until redemption.

Management Loan Note Instrument B

On 1 March 2012, the company issued 612,762 unsecured management loan notes "B" for a total of £612,762, which is disclosed within creditors of more than one year. The management loan notes attract an interest rate of 15% per annum. However due to revenues being below agreed minimum levels, the management loan notes attract an interest rate of 0% per annum. The management loan notes are unsecured and are redeemable only after all investor loans have been redeemed.

Senior preferred loan notes

On 25 March 2013, the company issued 1,428,637 secured loan notes for a total of £1,428,637 which is disclosed within creditors more than one year. These loan notes attract interest of 10% per annum and were to be redeemed in 4 equal installments on 31 January in each of the years 2016, 2017, 2018, 2019. In addition, the loan notes were redeemable with a redemption premium of 150% of the balance redeemed on or before 31 December 2015, 175% of the balance redeemed on 31 December 2016, 200% of the balance redeemed on 31 December 2017 and 225% of the balance redeemed on 31 December 2018.

On 15 September 2020 a waiver was obtained from the investors deferring all repayments until 31 December 2023, at which time the loan notes will be redeemable with a redemption premium of 225%. Concurrent with this £283,591 of the accrued interest to date was converted into a loan note "C" (see below). The investors also agreed to an early curtailment of interest charged as at 31 December 2020, with no interest to be attracted from this date until redemption. On 19 July 2023 a further waiver was obtained from the investors deferring all repayments until 31 December 2027.

The senior preferred loan notes are secured by a debenture over the assets of the company and by a cross guarantee provided by other group companies.

Loan facility

On 11 November 2013, Westbridge SME Fund LP, and Beaubridge Energist LLP provided secured loan facilities of £600,000 which is disclosed in creditors of more than one year. The secured loan attracts an interest rate of 10% per annum. The loans were to be repaid in 3 equal annual installments on 31 January in each of 2016, 2017 and 2018 together with an accrued redemption premium calculated as 400% of the loan principal advanced.

In the period from 11 November 2013 to 31 December 2019 the secured loan facility provided by Westbridge SME Fund LP and Beaubridge Energist LLP was increased in stages such that as at 31 December 2019 it amounted to £4,693,989.

On 15 September 2020 a waiver was obtained from the investors deferring all repayments until 31 December 2023, at which time the loan notes will be redeemable with a redemption premium of 400%. Concurrent with this £1,071,334 of the accrued interest to date was converted into a loan note "C" (see below), the rights and obligations of Westbridge SME Fund LP's under the facility agreement were novated to Beaubridge Swansea LLP and the secured loan facility provided by the investors was increased to £5,235,470. On 19 July 2023 a further waiver was obtained from the investors deferring all repayments until 31 December 2027.

The loans are secured by a debenture over the assets of the company and rank in priority to all loan notes but behind overdraft and mortgage facilities provided by Barclays Bank.

Loan note C

On 15 September 2020, the company issued 9,441,606 unsecured loan notes "C" for a total of £9,441,606 which is disclosed within creditors more than one year. The loan notes attract an interest rate of 10% per annum. Subsequent to the year end the investors agreed to an early curtailment of interest charges as at 31 December 2020, with no interest to be attracted from this date until redemption, the date of which is 31 December 2023. On 19 July 2023 a waiver was obtained from the investors deferring all repayments until 31 December 2027.

5.	CALLED UP SHARE CAPITAL

Allotted number

Issued & fully paid class

Nominal value

£

8,700

Ordinary A

0.01

87

100

Ordinary B

0.01

1

25,000

Ordinary C

0.01

250

85,500

Ordinary D

0.01

855

500

Ordinary E

0.01

5

The A, B, C and D ordinary shares rank pari passu and have the usual rights as an ordinary share. The E ordinary shares have no right and cannot be paid out on a winding up.

6.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2025

(75,378,752

)

53,403

2,172,065

(73,153,284

)

Profit for the year

-

-

At 31 December 2025

(75,378,752

)

53,403

2,172,065

(73,153,284

)

Share premium represents the amount subscribed for share capital in excess of the nominal value. There was no movement on the share premium account during the year.

The retained earnings account represents accumulated profits, losses and distributions of the company.

The other reserve represents the fair value of investments acquired in excess of cash paid and the amounts recognised in respect of share capital issued.

7.	ULTIMATE CONTROLLING PARTY

As at 31 December 2025, the directors consider the ultimate controlling party to be Beaubridge Energist LLP by virtue of its shareholding in the company.