The directors review these risks regularly and have implemented policies and controls to manage exposures prudently and support the Company’s operational and financial resilience.

 

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;

 

•

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

 

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

 

The Company is committed to equal opportunities and gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. If an employee becomes disabled during employment, reasonable efforts are made to continue their employment and to arrange appropriate training, career development and promotion opportunities.

 

 

•

so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

 

 

•

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

 

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.

 

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.

 

 

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.

 

 

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.

 

 

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.

 

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

 

•

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.

 

 

There was no other comprehensive income for the 15 month period ended 31 December 2024 (year ended 30 September 2023

-

£Nil).

 

 

There are no adjustments on transition to FRS 101 for the Company for the current period or prior year.

 

 

•

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.

 

 

 

 

 

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.

 

 

•

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.

 

Turnover is recognised when control of the services has transferred to the customer and the amount of revenue can be measured reliably. The Company’s principal revenue stream arises from management, administrative and support services provided to Group undertakings.

 

Turnover is recognised over time as the services are provided, reflecting the continuous transfer of control to the customer, typically based on the costs incurred or amounts recharged in accordance with intercompany agreements.

 

 

 

 

•

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.

 

 

The Company is a wholly

-

owned subsidiary of ENGIE S.A., 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 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.

 

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

 

 

Intangible assets are recognised where it is probable that the expected future economic benefits attributable to the asset will flow to the Company and the cost of the asset can be measured reliably.

 

Intangible assets are initially measured at cost. Cost comprises directly attributable expenditure necessary to prepare the asset for its intended use, including relevant external costs and internal costs directly attributable to development activities.

 

 

 

Capitalised development costs include:

 

•

directly attributable external costs, including contractor, engineering and consultancy fees; and

•

directly attributable internal costs, including payroll and related costs of employees engaged in development activities, where such time is identifiable and can be reliably measured.

 

Expenditure that does not meet the above criteria is recognised as an expense as incurred.

 

 

 

 

Expenditure incurred on the design and development of a ‘Standardised AD Design’ for application across the Company’s greenfield development pipeline is capitalised as an intangible asset under development.

 

Assets under development are not amortised until they are complete and available for use and are tested for impairment at least annually.

 

 

Upon being brought into use, development intangible assets are amortised on a straight

-

line basis over their estimated useful economic lives.

 

For the Standardised AD Design works, the useful economic life is 30 years, reflecting the expected operating life of the underlying AD plants and the period over which the economic benefits of the standardised design are realised.

 

Amortisation commences when the asset is first available for use.

 

 

Intangible assets are reviewed for impairment where there is an indication that the carrying value may not be recoverable. Assets under development are tested for impairment annually.

 

 

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:

 

 

Depreciation charged on assets during the period is recognised in "administrative expenses" in profit or loss. Assets under construction are not depreciated until they come into use at which point they are transferred to the asset class under which they will be reported and depreciated.

 

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.

 

 

 

Maintenance spares may be expensed to profit or loss (repairs and maintenance) when transferred for use by Group companies.

 

 

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.

 

 

 

 

 

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:

 

•

-

term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.

 

 

 

 

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:

 

 

 

All turnover during the current period and prior year arose within the United Kingdom.

 

Restoration costs relating to Project Deal Farm, a development site required to be restored to greenfield condition following an unsuccessful planning appeal, including construction contract termination costs £1,966,159 and a provision for site restoration £690,000.

 

The highest paid director received emoluments of £258,077 (year ended 30 September 2023

-

£Nil).

 

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £22,823 (year ended 30 September 2023

-

£Nil).