The directors present the strategic report for the year ended 30 September 2025.
The company is an intermediate holding company, holding shares in its trading subsidiaries, as detailed in note 11.
The loss before tax of £2.0m reported for the year (2024 period profit: £37.4m), principally arose due to £3.5m of interest costs incurred on group and related party loans, less £1.7m of interest income received on similar loans to group and related companies. The prior period profit arose mainly due to £33m of dividends received from its subsidiaries. No such intra-group dividends have been voted in 2025.
During the year the company made a capital contribution of £4.2m (2024: £Nil) to a subsidiary undertaking to strengthen the subsidiary company balance sheet and support future operations.
At the balance sheet date, the company has net assets of £6.6m (2024: £8.7m), which the directors consider more than sufficient for an intermediate parent company. The company has continued financial support from its trading companies, by way of intra-group funding/loans, and as such is deemed a going concern.
The company is an intermediate non-trading holding company whose principal activity is the holding of investments in subsidiary undertakings. As such, its principal risks arise primarily from its financing arrangements, the performance of its investments and its ability to meet its financial obligations.
Interest risk
The company's exposure to interest rate risk arises from intra-group and related party funding arrangements. Changes in market interest rates could affect future finance costs where borrowings are subject to variable rates or are refinanced.
The directors monitor interest rates and the company's financing arrangements on an ongoing basis. Given the nature of the company's activities and the continued availability of group and related party funding, the directors consider the company's exposure to interest rate movements to be limited and manageable.
Liquidity risk
The company does not generate significant trading cash flows and is therefore dependent upon funding received from other companies within the group, and related entities, to meet its obligations as they fall due. During the year, the company incurred an £3.5m interest expense on intra-group borrowings, however this expense has been partially offset by group and related party interest income received of £1.7m.
The directors monitor the company's forecast cash requirements and funding position on an ongoing basis. The company has continued to receive financial support from other group and related party companies where required, and the directors are satisfied that adequate funding arrangements will continue to be available for the foreseeable future. Accordingly, the directors consider liquidity risk to be appropriately managed.
Credit risk
The company has both group and other debtors and therefore the company is exposed to risks of non-recovery of these debts from group companies and other debtors.
The directors monitor the group and related party debt balances and seek to offset and simplify balances where possible, to increase the likelihood of recovery. During June 2026, various group and related party debts have been legally re-assigned from the wider group, as a measure to simplify and reduce balances, an exercise which has singificantly reduced the debtors balance owed to the company.
Other debtors are monitored for recoverability and provisions recognised where required.
Investment risk
The company's principal asset comprises its investment in subsidiary undertakings. The recoverability of the carrying value of these investments is dependent upon the financial performance and prospects of those subsidiaries.
The directors regularly review the financial performance, forecasts and net asset positions of the subsidiaries and consider whether there are any indicators of impairment. Based on these assessments, the directors remain satisfied that the carrying value of the investments is appropriate.
As an intermediate holding company, the principal measures include dividends received from subsidiaries, profit before tax, carrying value of shares held in subsidiaries, current assets and net assets. These are reviewed by the management team and reported to the Board on a monthly basis.
The Directors have and will continue to monitor all of the KPI’s and daily operating controls and maintain a strong focus on increasing performance in all aspects of the business.
The main KPI’s and corresponding results are as follows (note that the comparative figures represent a 17 month financial period to 30 September 2024):
| 2025 | 2024 |
|
|
|
Dividends received from subsidiaries | £Nil | £33.0m |
Profit/(loss) before tax | (£2.0m) | £37.4m |
Investment in subsidiaries | £32.4m | £28.2m |
Net current assets | £7.7m | £15.1m |
Net assets | £6.6m | £8.7m |
Dividends received from subsidiaries varies year-on-year based on the wider group's board decisions and strategies. The intra-group dividends received in the prior year were voted principally to fund the dividends voted by the company of £32m up to the ultimate parent company. No such dividends has been paid or received in the year ended 30 September 2025.
As an intermediate parent company the reported profit or loss does fluctuate year-on-year depending on dividends received from trading subsidiaries. Although a loss was reported for 2025 as a result of a deficit on interest payable over interest received, the board are satisfied that the company has sufficient accumulated profit and loss account reserves as at 30 September 2025.
During the year, the company made a capital contribution of £4.2m to a subsidiary undertaking, to strengthen the subsidiary company balance sheet and support future operations. This has increased the cost of investment in subsidiaries and the carrying value at the balance sheet date is considered fully recoverable.
At the balance sheet date, despite excess interest costs above interest income charged during the year, the company has retained a strong net current assets and net assets position.
The directors have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to the matters set out in section 172(1) of the Companies Act 2006.
The company is an intermediate holding company and did not undertake any trading activities during the year. Its principal activity is the holding and management of investments in subsidiary undertakings. As a result, the company's principal stakeholders comprise its shareholder, subsidiary undertakings, lenders (where applicable), professional advisers and regulatory authorities.
In fulfilling their duties, the directors have regard to the long-term consequences of decisions, the interests of the company, the need to maintain the company's reputation for high standards of business conduct and the importance of maintaining effective relationships with the company's stakeholders. The directors also consider the interests of creditors and other stakeholders where appropriate.
The Board receives regular financial and operational information relating to the company and considers matters requiring approval, including significant financing arrangements, corporate governance matters, distributions, capital management and changes to the group structure. In reaching decisions, the directors consider the likely impact on the company and the wider group, together with the interests of relevant stakeholders.
As the company had no employees and did not undertake trading activities during the year, the directors' engagement with stakeholders is primarily through communication with the company's shareholder, fellow group undertakings and professional advisers. The directors are satisfied that appropriate regard has been given to the matters set out in section 172(1) in the discharge of their duties throughout the year.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
During June 2026, various group and related party debts have been legally re-assigned from the wider group, as a measure to simplify and reduce balances.
On 29 January 2026, Ruby Energy Holdings Ltd sold one if its subsidiaries, Commercial Power Limited, to it's parent company East Pines Holdings Ltd for consideration of £1. This is based on a wider group restructure to separate the Ruby Energy Group from other group activities.
As an intermediate parent company, the future developments of the company are solely based on the continued success of its trading subsidiaries. The directors continue to monitor and manage the trading subsidiaries, seeking growth through existing customers and expanding services and opportunities as they arise.
The company (and wider group) has sufficient financial resources in place to execute its strategy to develop for the future.
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statement, including this company. The company has therefore taken advantage of exemptions from the disclosure requirements relating to energy and carbon reporting.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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.
We have audited the financial statements of Ruby Energy Holdings Ltd (the 'company') for the year ended 30 September 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
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.
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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the company's license to operate. We identified the following areas as those most likely to have such an effect: laws related to employment law, health and safety and data protection.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Ruby Energy Holdings Ltd is a private company limited by shares incorporated in the United Kingdom. The registered office is Parkside Stand, Fleetwood Town Football Club, Park Avenue, Fleetwood, Lancashire, FY7 6TX.
The previous accounting period had been extended to a 17 month period, from 30 April 2024 to 30 September 2024, in order to align with fellow group companies. Consequently, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
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 £.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
Capital contribution to subsidiaries
Capital contributions paid to a subsidiary company, where no shares are issued and no repayment is required, are recognised directly within the cost of investment.
Dividend income
Dividend income receivable from subsidiary companies is recognised in the period they are voted.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Investments in subsidiary undertakings are stated at historic cost less impairments. The historic cost paid in 2024, was based on deemed fair value in accordance with a 3rd party professional valuation.
During the year, a capital contribution of £4,200,000 (2024: £Nil) to a subsidiary has been recognised, which increases the carrying value of investments at the balance sheet date.
Annual impairment reviews are undertaken by the board considering both the net assets of the subsidiaries, current and future profitability linked to the EBITDA multiple and any potential future realisable sales value. Impairment indicators may include a reduction in turnover or profitability.
During the year, no impairments in the carrying value of investments in subsidiaries have been deemed necessary (2024: £Nil).
Refer to note 10 for the carrying value of investments in subsidiaries impacted by this key accounting estimate.
Group and related company debts are recognised to the extent they are judged recoverable. Management reviews are performed to estimate the level of provision required for irrecoverable debt. Provisions are made specifically against debtor balances where recoverability is uncertain.
Management undertook a detailed review of all group and related party balances as at the balance sheet date. During September 2025, management agreed that various group and related party balances required a simplification process, and formally agreed to legally re-assign certain debts within the group. This debt re-assignment which has legally transacted post year end, ensures that there is no risk of non-recovery in respect of these group and related party balances and as such management concluded that these balances are fully recoverable by this company at 30 September 2025.
For the debts that are not being re-assigned, management have assessed the actual and forecasted profitability and cash flow of the corresponding debtor companies, and their ability to physically repay these debts. Based on their review conducted at the year end, management concluded that these balances are fully recoverable by this company.
During the year, no provision (2024: £Nil) for non-recovery of group and related company debts has been recognised.
Refer to note 12 showing the group and related other debtor balance impacted by the key estimate.
The average monthly number of persons (including directors) employed by the company during the year was:
The company operated no payroll during year. The affairs of the company were managed by its statutory directors, whom are not employed under a contract of service.
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
On 29 September 2025 a capital contribution of £4,200,000 (2024: £Nil) was made to a subsidiary undertaking. No shares were issued and no repayment is required for this contribution. These contributions are recognised directly within cost of investment.
Details of the company's subsidiaries at 30 September 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Amounts owed by group undertakings of £9,461,073 (2024: £Nil) and related party balances of £2,529,742 (2024: £Nil) are payable on demand, unsecured and are non interest bearing.
Amounts owed by group undertakings of £3,835,309 (2024: £11,917,800) consists of unsecured intra-group balances. These balances are subject to interest based on SONIA plus 375 basis points per annum and are repayable on demand.
Amounts owed to group undertakings are payable on demand, unsecured and are non interest bearing.
Other borrowings of £31,369,408 (2024: £32,991,437) are secured by a fixed charge over the company assets.
Other borrowings of £1,301,020 (2024: £1,301,020) are unsecured.
Loans from group undertakings are secured by a fixed charge over company assets. In accordance with a debt agreement dated 23 October 2023, interest is applied at a rate of SONIA plus a margin, charged on a monthly basis. The loan term is for 60 calendar months, with a maturity date of 8 October 2028.
Loans from related parties include promissory notes of £4,000,000 (2024: £16,865,280), which are secured by a fixed charge over company assets. These promissory notes are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 31 October 2028.
Loans from related parties also include promissory notes of £1,301,020 (2024: £1,301,020), which are unsecured. These promissory notes are subject to interest based on SONIA plus 375 basis points per annum and have a maturity date of 31 October 2028.
During June 2026, various group and related party debts have been legally re-assigned from the wider group, as a measure to simplify and reduce balances.
On 29 January 2026, Ruby Energy Holdings Ltd sold one if its subsidiaries, Commercial Power Limited, to it's parent company East Pines Holdings Ltd for consideration of £1.
The company has taken advantage of the exemption available in accordance with FRS 102 section 33.1A 'Related party disclosures' not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.
At the balance sheet date £4,051,020 (2024: £4,051,020) is owed to former directors/shareholders, who are close family members of certain directors. Based on charges registered at Companies House, £4,000,000 (2024: £4,000,000) is secured and £51,020 (2024: £51,020) is unsecured. These liabilities are included in other creditors, amounts falling due after more than 12 months. These balances have a maturity date of 31 October 2028. Interest is charged on the principal loans at a rate of SONIA plus 375 basis points p.a. with late interest of 1% p.a. applied when interest is paid late. The interest incurred by the company on these balances owed to close family members amounts to £396,630 (2024: £351,998), of which £748,628 (2024: £351,998) is included in accruals, amounts falling due after more than 12 months.
At the balance sheet date £Nil (2024: £12,865,280) is owed to Jaymel Limited, a connected company. This liability is included in other creditors, amounts falling due after more than 12 months. The balance is secured and has a maturity date of 31 October 2028. Interest is charged on the principal loans at a rate of SONIA plus 375 basis points p.a. with late interest of 1% p.a. applied when interest is paid late. The interest incurred by the company on this related company balance amounts to £539,039 (2024: £832,907). Prior to the year end, this balance was formally novated to a fellow group company. At the balance sheet date £Nil (2024: £90,415) is owed to Jaymel Limited in respect of unpaid interest, as included other creditors, amounts payable within 12 months.
At the balance sheet date £1,257,928 (2024: £1,287,331) is owed to Holmefield Holdings Limited, a company under common control. Interest of £102,987 (2024: £37,331) was charged on this balance during the year, of which £7,928 (2023: £37,331) is included in other creditors, amounts payable within 12 months and £1,250,000 (2023: £1,250,000) included in creditors, amounts payable after more than 12 months. Both balances are unsecured.
During the year £2,529,742 (2024: £Nil) was advanced to New Primrose Developments LLP, a partnership under common control. There are no formal repayment terms agreed and as such the balance is presented within current assets. However, it is expected to be repaid over a number of years, is unsecured and is non-interest bearing. At the balance sheet date an amount of £2,529,742 (2024: £Nil) was owed by New Primrose Developments LLP, this amount is included within other debtors.
During the year, a loan due from a close family member of a director of £2,904,271 (2024: £Nil) was transferred to the company, by a fellow group undertaking. During the year, full repayment of £2,904,271 (2024: £Nil) has been received. Interest has been charged and paid on this balance in accordance with HM Revenue and Customs approved beneficial loan rate of 3.75%, totaling £30,192 (2024: £Nil). At the balance sheet date £Nil (2024: £Nil) is owed by the close family member of a company director.