Directors' Report and Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
Independent Auditor's Report |
|
|
|
|
Statement of Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity |
|
|
|
|
Notes to the Financial Statements |
|
For the 15 Month Period Ended 31 December 2024
The directors present their report together with the audited financial statements of Gorst Energy Limited (the "Company") for the 15 month period ended 31 December 2024. The comparative information is for the year ended 30 September 2023.
The Company extended its accounting period to 31 December 2024 in order to achieve alignment with the ENGIE group reporting period end.
Gorst Energy Limited is a wholly owned subsidiary of the Group headed by ENGIE S.A. (the "Group").
The principal activity of the Company is the generation and sale of renewable energy, renewable energy certificates, the provision of associated services and the trading of feedstock.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
SLA Churchill (appointed 22 August 2024)
Directors' responsibilities statement
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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; and
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.
Directors' Report (continued)
For the 15 Month Period Ended 31 December 2024
The directors have assessed the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. This assessment has considered the Company’s financial position, forecast cash flows, liquidity requirements, and the support available from Group through its parent undertaking, ENGIE Renewable Gases UK Limited.
In making their assessment, the directors have reviewed the Company’s latest forecasts and budgets, including downside scenarios. These demonstrate that the Company has adequate financial resources to meet its liabilities as they fall due. The directors have also considered reasonably possible changes in trading performance, including market price variability, cost changes, and working capital movements.
Based on this review, and taking account of the confirmed financial support, the directors consider that the Company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the financial statements have been prepared on a going concern basis.
Qualifying third party indemnity provisions
The Company maintains appropriate Directors' and Officers' Liability Insurance on behalf of the directors. In addition, individual qualifying third party indemnities are given to the directors which comply with the provisions of Section 234 of the Companies Act 2006, and were in force throughout the period and up to the date of signing the Directors' Report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed 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 ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, Constantin, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
Independent Auditor's Report to the Members of Gorst Energy Limited
Report on the audit of the financial statements
In our opinion the financial statements of Gorst Energy Limited (the "Company"):
give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its loss for the 15 month period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework” and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the Statement of Comprehensive Income;
the Statement of Changes in Equity; and
the related notes 1 to 22 which include the material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
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 Auditor's 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 Financial Reporting Council’s (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.
Independent Auditor's Report to the Members of Gorst Energy Limited (continued)
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor’s Report thereon. The directors are responsible for the other information contained within the annual report. 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.
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 course of 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.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement, 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 is 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.
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 an Auditor's Report 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our Auditor’s Report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the Company’s industry and its control environment, and reviewed the Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the Company’s business sector.
We obtained an understanding of the legal and regulatory framework that the Company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. These include the UK Companies Act and tax legislation.
Independent Auditor's Report to the Members of Gorst Energy Limited (continued)
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
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 Directors’ Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors’ Report has been prepared in accordance with applicable legal requirements.
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 any material misstatements in the Directors’ Report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.
We have nothing to report in respect of these matters.
Independent Auditor's Report to the Members of Gorst Energy Limited (continued)
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.
(Senior Statutory Auditor)
For and on behalf of Constantin
Statement of Comprehensive Income
For the 15 Month Period Ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income |
|
|
|
|
|
|
|
|
Other interest payable and similar expenses |
|
|
|
|
|
|
|
|
Interest payable to group undertakings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial period/year |
|
|
|
The accounting reference period has been extended so as to end on 31 December 2024 in order to achieve alignment with the Group reporting period end. In which case, the 15 month current period and 12 month prior period reported in the Statement of Comprehensive Income are not directly comparable.
There was no other comprehensive income for the 15 month period ended 31 December 2024 (year ended 30 September 2023 - £Nil).
All amounts relate to continuing activities.
The notes on pages 11 to 30 form part of these financial statements.
Registered number: 09001800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year |
|
|
|
|
|
|
|
|
|
|
|
|
Net current (liabilities)/assets |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due after more than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered number: 09001800
Balance Sheet (continued)
The accounting reference period has been extended so as to end on 31 December 2024 in order to achieve alignment with the Group reporting period end. In which case, the Balance Sheet as at 31 December 2024 for the current period and as at 30 September 2023 for the prior period are not directly comparable.
Refer to note 4 for details of the prior period restatement.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 30 form part of these financial statements.
Statement of Changes in Equity
For the 15 Month Period Ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the 15 month period |
|
|
|
|
|
Total comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity
For the Year Ended 30 September 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 11 to 30 form part of these financial statements.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Gorst Energy Limited (the "Company") is a private Company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activity are set as per the Directors' Report.
Basis of preparation of financial statements
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 101 'Reduced Disclosure Framework' ("FRS 101") and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The presentational and functional currency of these accounts is GBP. The level of rounding is to the nearest pound.
The following principal accounting policies have been applied:
These are the Company’s first financial statements prepared in accordance with FRS 101 and consequently the Company has applied the transition requirements of paragraphs 6 to 33 of IFRS 1, except for the requirements of paragraphs 6 and 21. The Company previously prepared its annual financial statements under Section 1A of Financial Reporting Standard 102 ("FRS 102"), the Financial Reporting Standard applicable in the UK and the Republic of Ireland.
The transition to FRS 101 has not resulted in any adjustments to the Company’s financial position or performance, other than the adoption of IFRS 16 Leases as set out below.
The Company adopted IFRS 16 Leases on 1 October 2023 using the modified retrospective approach. Comparative information has not been restated.
On initial application, lease liabilities were measured at the present value of remaining lease payments, discounted using the Company’s incremental borrowing rate, with corresponding right-of-use assets recognised at an amount equal to the lease liabilities, adjusted for any prepaid or accrued lease payments.
In applying IFRS 16, the Company applied available practical expedients and recognition exemptions, including those for short-term leases and leases of low-value assets.
The adoption of IFRS 16 has resulted in the recognition of right-of-use assets and lease liabilities on the Balance Sheet. There was no material impact on opening retained earnings.
Refer to note 22 for further details on how the transition impacted the Company.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
Financial Reporting Standard 101 - reduced disclosure exemptions
In preparing these financial statements, the Company has taken advantage of certain disclosure exemptions conferred by FRS 101 and has not provided:
Additional comparative information as per IAS 1 Presentation of Financial Statements paragraph 38 in respect of:
○
a reconciliation of the number of shares outstanding at the start and end of the prior period; and
○
reconciliation of the carrying amounts of property, plant and equipment, right of use assets, intangibles assets and investment property at the start and the end of the prior period.
A Statement of Cash Flows and related disclosures for cash flows from discontinued activities;
A statement of compliance with IFRS (a statement of compliance with FRS 101 is provided instead);
Additional comparative information for narrative disclosures and information, beyond IFRS requirements;
Disclosures in relation to the objectives, policies and process for managing capital;
Disclosure of the effect of future accounting standards not yet adopted;
The remuneration of key management personnel;
Related party transactions with two or more wholly owned members of the group;
Certain disclosures required under IFRS 15 Revenue from Contracts with Customers, including disaggregation of revenue, details of changes in contract assets and liabilities, and details of incomplete performance obligations;
The amount of lease income recognised on operating leases as lessor; and
The maturity analysis of lease liabilities, as required by paragraph 58 of IFRS 16 Leases, has not been disclosed separately as details of indebtedness required by Companies Act has been presented separately for lease liabilities in note 16.
This information is included in the consolidated financial statements of ENGIE S.A. as at 31 December 2024 and these financial statements may be obtained from 1, Place Samuel de Champlain, 92930 Paris La Défense Cedex, France.
New standards, interpretations and amendments adopted from 1 October 2023
The following new standards and amendments are effective for the period beginning 1 October 2023:
IFRS 17 Insurance contracts;
Disclosure of Accounting policies (Amendments to IAS 1 Presentation of financial statements and IFRS Practice statement 2 Making materiality judgements);
Definition of Accounting estimates (Amendments to IAS 8 Accounting policies, Changes in accounting estimates and Errors);
Deferred tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12 Income taxes);
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and
Non-current Liabilities with Covenants (Amendments to IAS 1).
None of these amendments had any impact on the Company financial statements for the 15 month period ended 31 December 2024.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
New standards, interpretations and amendments adopted from 1 October 2023 (continued)
International Tax reform - Pillar 2 Model rules (Amendment to IAS 12 Income taxes)
On 23 May 2023, the International Accounting Standards Board (the IASB or Board) issued International Tax Reform-Pillar Two Model Rules - Amendments to IAS 12 (the Amendments) to clarify the application of IAS 12 Income Taxes to income taxes arising from tax law enacted or substantively enacted to implement the organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) Pillar Two model rules (Pillar Two income taxes). Refer to the Taxation accounting policy for further details.
The directors have assessed the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. This assessment has considered the Company’s financial position, forecast cash flows, liquidity requirements, and the support available from Group through its parent undertaking, ENGIE Renewable Gases UK Limited.
In making their assessment, the directors have reviewed the Company’s latest forecasts and budgets, including downside scenarios. These demonstrate that the Company has adequate financial resources to meet its liabilities as they fall due. The directors have also considered reasonably possible changes in trading performance, including market price variability, cost changes, and working capital movements.
Based on this review, and taking account of the confirmed financial support, the directors consider that the Company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the financial statements have been prepared on a going concern basis.
Turnover represents the fair value of the consideration received or receivable for the supply of goods and services in the ordinary course of business, net of value added tax and other sales related taxes. To determine whether to recognise revenue, the Company follows a 5-step process as follows:
Identifying the contract with a customer;
Identifying the performance obligations;
Determining the transaction price;
Allocating the transaction price to the performance obligations; and
Recognising revenue when / as performance obligation(s) are satisfied.
Revenue is recognised when control of the goods or services has transferred to the customer and the amount of revenue can be measured reliably. The Company’s principal revenue streams arise from the production and sale of biomethane, electricity and associated environmental certificates, together with government support mechanisms.
Turnover is recognised as the renewable energy is generated and exported, as measured by metered volumes, where a binding offtake agreement is in place. Renewable energy certificates may be held on Balance Sheet as inventory at the prevailing market price until a binding offtake agreement is executed.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the reporting date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in profit or loss.
Interest receivable and similar income
Interest receivable and similar income is recognised in profit or loss using the effective interest method.
Interest payable and similar expenses
Interest payable and similar expenses 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.
Current and deferred taxation
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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
No net deferred tax balance has been recognised for the period (year ended 30 September 2023-£Nil).
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
Pillar Two of the Organisation for Economic Co-Operation and Development's (“OECD's”) Two Pillar Solution provides for the taxation of income of large groups at a minimum effective rate of 15% on a jurisdictional basis.
The Company is a wholly-owned subsidiary of ENGIE SA, which is incorporated in France and is the ultimate parent undertaking for the ENGIE Group. The Group is within scope of the OECD Pillar Two model rules.
Pillar Two legislation received Royal Assent on 11 July 2023 in the United Kingdom and applies to accounting periods beginning on or after 31 December 2023. As the Group’s effective tax rate in the UK is above 15%, the Company does not suffer any additional Pillar Two top-up taxes by the application of Pillar Two.
The Company has applied the mandatory temporary exception to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
|
|
|
between 3 and 20 years straight line |
|
|
|
Straight line over term of lease |
Depreciation charged on assets during the period is recognised in ‘administrative expenses’ in profit or loss. Assets in the course of construction are not depreciated until they come into use.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
Impairment of fixed assets
Assets that are subject to depreciation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised as the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Stocks consist of feedstocks and maintenance spares.
Feedstock are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Feedstock are written off to cost of sales as they are added to the biogas digester.
At each reporting date, feedstock are assessed for impairment. If feedstock is impaired, the carrying amount is reduced to net realisable value. The impairment loss is recognised immediately in profit or loss.
Maintenance spares represent specific spare parts which are held for the purpose of lifecycle, repairs and maintenance activity. These items are held at the lower of cost and net realisable value after making allowance for obsolete and slow moving items. Cost is based on the purchase price, not including delivery. Net realisable value is based on estimated selling price, less selling costs expected to be incurred.
Maintenance spares may be written off to profit or loss (repairs and maintenance) or capitalised as tangible fixed assets (lifecycle maintenance) when used.
The Company classifies its financial assets into one of the categories below, depending on the purpose for which the asset was acquired. The Company’s accounting policy for each category is as follows:
Fair value through profit or loss
The Company does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
These assets arise from financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
Financial assets (continued)
Amortised cost (continued)
Impairment provisions for current trade debtors are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade debtors. For trade debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within cost of sales in profit or loss. On confirmation that the trade debtor will not be collectable, the gross carrying value of the asset is written off against the associated provision.
The Company’s financial assets measured at amortised cost comprise trade and other debtor and cash and cash equivalents in the Balance Sheet. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The Company recognises financial liabilities when the Company becomes a party to the contractual provisions of the instruments. The Company classifies its financial liabilities as other short-term monetary liabilities. The Company does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss. The Company’s accounting policy is as follows:
Trade creditors and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
The Company leases land, plant and equipment and motor vehicles used in its operations.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
Leases of low value assets; and
Leases with a duration of 12 months or less.
For contracts that both convey a right to the Company to use an identified asset and require services to be provided to the Company by the lessor, the Company has elected to account for the entire contract as a lease, i.e. it does allocate any amount of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Company’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
amounts expected to be payable under any residual value guarantee;
the exercise price of any purchase option granted in favour of the Company if it is reasonably certain to assess that option; and
any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
lease payments made at or before commencement of the lease;
initial direct costs incurred; and
the amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Accounting policies (continued)
Lease measurement (continued)
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss.
When the Company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:
if the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy;
in all other cases where the renegotiation increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and
if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial of full termination of the lease with any difference recognised in profit or loss.
The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
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 the amounts reported in the financial statements. Actual outcomes may differ from these estimates.
Critical accounting judgements
The following judgements, apart from those involving estimates, are those that management has made in applying the Company’s accounting policies and that have had the most significant effect on the amounts recognised in the financial statements.
Revenue recognition - judgement in identifying performance obligations and determining the timing of recognition for energy generation and associated certificates.
Lease contracts - judgement in assessing whether contracts contain a lease and in establishing the lease term, where extension or termination options exist.
Key sources of estimation uncertainty
The following are key assumptions concerning the future, and other key sources of estimation uncertainty at the Balance Sheet date, that present a significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Impairment of tangible fixed assets - estimates include assumptions over plant performance, production volumes, commodity prices, subsidy income, operating costs, discount rates and forecast cash generation.
Stock valuation - estimates include feedstock condition, expected biogas yields, recoverability through energy generation, digestate recovery and expected losses, and the condition and recoverability of maintenance spares held as stock.
Expected credit losses on debtors - estimates include assumptions regarding recoverability, taking into account counterparty credit risk, historical experience and current economic conditions.
Accrued income - estimates of unbilled energy and certificate revenues are based on metered generation volumes, expected certificate entitlement and applicable prices.
Lease liabilities - the incremental borrowing rate is estimated by reference to the lease term and the nature of the underlying asset.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
During the period, the Company identified that certain maintenance spares previously included within tangible fixed assets did not meet the definition of property, plant and equipment and should instead be classified as stock.
This reclassification has been made to align the Company’s accounting treatment with ENGIE Group accounting policies for maintenance stock.
Accordingly, comparative information has been restated to reflect the reclassification from tangible fixed assets to stocks.
The effect of this reclassification on the prior period is summarised below:
Comparative figures have been restated to reflect the correction of this prior period classification matter. The adjustment had no impact on profit for the prior period, net assets, or opening retained earnings.
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation and sale of renewable gas and certificates |
|
|
|
|
|
|
Generation and sale of renewable electricity and certificates |
|
|
|
|
|
|
Generation and sale of renewable heat |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All turnover during the current period and prior year arose within the United Kingdom.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
The operating (loss)/profit is stated after charging/(crediting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible fixed assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on disposal of tangible fixed assets |
|
|
The Company has no employees other than the directors (year ended 30 September 2023 - Nil), who did not receive any remuneration (year ended 30 September 2023 - £Nil).
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable to group undertakings |
|
|
Finance leases and hire purchase contracts |
|
|
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments in respect of prior periods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tax (credit)/charge for the period/year |
|
|
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Factors affecting tax (credit)/charge for the period/year
The tax assessed for the 15 month period is lower than (year ended 30 September 2023 - higher than) the standard/effective rate of corporation tax in the UK of 25% (year ended 30 September 2023 - 22%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities before tax |
|
|
|
|
|
|
(Loss)/profit on ordinary activities multiplied by standard/effective rate of corporation tax in the UK of 25% (year ended 30 September 2023 - 22%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes |
|
|
|
|
|
|
Adjustments in respect of prior periods - corporation tax |
|
|
|
|
|
|
Movement in deferred tax not recognised |
|
|
|
|
|
|
Transfer pricing adjustments |
|
|
|
|
|
|
Total tax (credit)/charge for the period/year |
|
|
Factors that may affect future tax charges
The Company has trading losses and unrelieved non-trade loan relationship deficits carried forward at the reporting date of £12,864,669 (year ended 30 September 2023 - £12,857,630) available for offset against future profits of the business. A deferred tax asset has been recognised on these losses only up to the level of the Company's deferred tax liabilities relating to fixed asset timing differences. The deferred tax asset on the remaining losses at the reporting date of £2,400,713 (year ended 30 September 2023 - £2,547,314) has not been recognised as its recoverability is uncertain.
There were no factors that may affect future tax charges.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023 (as restated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2023 (as restated) |
|
|
|
|
Refer to note 4 for details of the prior period restatement.
Included within the FRS 101 transition adjustments is the reclassification of a hire purchase asset with a cost of £111,350 and accumulated depreciation of £9,279 from Plant and machinery to Right of use assets. The reclassification had no impact on net book value
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials and consumables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer to note 4 for details of the prior period restatement.
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income |
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, repayable on demand and do not bear interest.
The directors have determined that the expected credit losses are immaterial (30 September 2023 - immaterial) to the financial statements.
Cash and cash equivalents
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings |
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts |
|
|
|
|
|
|
Accruals and deferred income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Following the ENGIE acquisition, amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under finance leases and hire purchase contracts |
|
|
|
|
|
|
Amounts owed to group undertakings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the prior year end, amounts owed to group undertakings were repayable within five years and bore interest at the rate of 8% per annum. These amounts were secured by the way of a fixed and floating charge over assets of the Company.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
The Company leases land, plant and equipment and motor vehicles used in its operations. The total number of active leases in the period was 5.
The carrying amount of lease liabilities at the Balance Sheet date is repayable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between one and two years |
|
|
|
|
Between two and five years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
Amounts recognised in profit or loss are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of right of use assets |
|
|
|
|
Interest on lease liabilities |
|
|
|
|
|
|
|
Total cash outflow for leases during the year amounted to £394,490 (30 September 2023 - £19,810), comprising repayments of lease liabilities, interest paid and payments relating to short-term and low-value leases.
The Company adopted IFRS 16 on transition to FRS 101 using the modified retrospective approach. Lease liabilities and corresponding right of use assets were recognised in respect of leases previously accounted for under FRS 102. Comparative information has not been restated.
|
|
|
|
|
|
|
|
|
|
|
|
Authorised, allotted, called up and fully paid |
|
|
|
|
|
|
5,000,100 (30 September 2023 - 5,000,100) Ordinary 'A shares of £0.01 each |
|
|
5,000,100 (30 September 2023 - 5,000,100) Ordinary 'B' shares of £0.01 each |
|
|
|
|
|
|
|
|
|
|
The Ordinary A and Ordinary B shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. The shares do not confer any rights of redemption. All shares rank pari passu in respect of these rights and each share carries one vote.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
The Company’s reserves are as follows:
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Capital contribution reserve
The capital contribution reserve represents debt amounts forgiven by the parent company.
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Related party transactions
The Company has taken advantage of the exemption conferred by FRS 101 section 8(k) not to disclose any transactions entered into between two or more members of the Group where any subsidiary which is a party to the transactions is wholly owned by such a member.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
The Company's immediate parent entity is ENGIE Renewable Gases UK Limited (previously Ixora Energy Limited) whose registered office is Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW.
The smallest and largest group in which the results of the Company are consolidated is that of ENGIE S.A, its registered address is 1, Place Samuel de Champlain, 92930 Paris La Défense Cedex, France.
ENGIE S.A is the ultimate parent of the Company.
Notes to the Financial Statements
For the 15 Month Period Ended 31 December 2024
The Company has transitioned from FRS 102 to FRS 101 for the period ended 31 December 2024. The transition has primarily impacted the accounting for leases, with the Company applying IFRS 16. There have been no other material impacts on the financial statements.
The Company adopted IFRS 16 on 1 October 2023 using the modified retrospective approach. Comparative information has not been restated.
The date of transition to FRS 101 is therefore 1 October 2023. The cumulative effect of initially applying IFRS 16 has been recognised in retained earnings at that date, resulting in a £Nil change in retained earnings.
On transition, the Company recognised right-of-use assets and corresponding lease liabilities in respect of leases previously accounted for as operating leases under FRS 102.
On initial application, lease liabilities were measured at the present value of remaining lease payments, discounted using the Company’s incremental borrowing rate, with corresponding right-of-use assets recognised at an amount equal to the lease liabilities, adjusted for any prepaid or accrued lease payments.
The adoption of IFRS 16 has resulted in the recognition of right-of-use assets and lease liabilities on the Balance Sheet.
In applying IFRS 16 at the transition date, the Company applied available practical expedients and recognition exemptions, including those for short-term leases and leases of low-value assets.
The impact of adopting IFRS 16 on the current year profit or loss is set out below:
|
|
|
|
|
|
|
|
|
|
|
|
Additional depreciation charge on right-of-use assets |
|
Additional interest expense on lease liabilities |
|
Reduction in operating lease expenses (under the previous policy) |
|
|
|
|
Reduction in profit for the year |
|