The directors present the strategic report for the period ended 30 September 2025.
The company is an intermediate holding company, holding shares in its trading subsidiaries, as detailed in note 8.
The loss reported for the period principally arises due to interest charged on intergroup loans.
During the period, a fair value adjustment of £66.1m has been processed in-light of a formal rectification agreement dated 16 June 2026. This was required to reflect the fair value of the shares held in subsidiaries at the balance sheet date. Further details are provided in note 13.
The directors are satisfied that with continued financial support provided by fellow group companies, that it is appropriate to prepare the financial statements on the going concern basis, despite the net current liabilities reported at 30 September 2025.
At the balance sheet date, the company has net assets of £65.7m.
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.
Liquidity risk
The company does not generate significant trading cash flows and is therefore dependent upon funding received from other companies within the group to meet its obligations as they fall due. During the period, the company incurred approximately £0.3m of interest on intra-group borrowings.
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 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.
Interest rate risk
The company's exposure to interest rate risk arises from intra-group 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 group's financing arrangements on an ongoing basis. Given the nature of the company's activities and the continued availability of group funding, the directors consider the company's exposure to interest rate movements to be limited and manageable.
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 a non-trading intermediate holding company, the directors assess the company's performance principally by reference to the value of its investments, its net asset position and its ability to meet its financing obligations.
The main KPI’s and corresponding results are as follows:
|
|
| 2025 |
Profit/(loss) before tax | (£0.3m) | ||
Cost of investment in subsidiaries | £76.8m | ||
Net assets |
| £65.7m | |
During the period, the company has reported a loss before taxation, which arose principally from interest charged on intra-group funding. As the company does not undertake trading activities, the directors do not consider this loss to be indicative of a deterioration in the underlying value of the company's investments.
The company's principal asset comprises investments in subsidiary undertakings with a deemed fair value at the balance sheet date of £76.8m. The directors monitor the financial performance and financial position of the underlying subsidiaries to assess the continuing recoverability of these investments.
At the balance sheet date, the company has significant net assets, providing a strong capital base to support its role within the wider group. The directors consider the company's net asset position and the continued financial support available from the group to be appropriate indicators of the company's financial strength and long-term stability.
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 period. 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 group, 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 group 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 period, 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 period.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 September 2025.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
On 16 June 2026, the company entered into a rectification agreement to correct the purchase consideration relating to its acquisition of investments in subsidiaries. The agreement amends the original consideration to reflect acquisition consideration at deemed market value.
The directors have based their fair value adjustment at 30 September 2025 on this rectification agreement.
As a consequence of the rectification agreement, an adjustment had been processed on 16 June 2026 to correct the acquisition cost. This includes additional consideration by way of a share issue (10,000 ordinary £1 shares at a share premium of £3,780 per share). This resulted in a share premium reserve of £37,790,000 and increased in share capital of £10,000.
Furthermore the rectification agreement has resulted in additional consideration payable which has increased the loan note creditor by £28,289,532.
The fair value reserve carried forward at 30 September 2025 was released in full on 16 June 2026, when the rectification agreement was transacted.
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.
Sumer Auditco Limited were appointed as auditor to the company and 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 East Pines Energy Investments Limited (the 'company') for the period 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. We identified the following areas as those most likely to have such an effect: laws related to employment, health & 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.
East Pines Energy Investments Limited is a private company limited by shares incorporated in England and Wales. The registered office is Parkside Stand, Fleetwood Town Football Club, Park Avenue, Fleetwood, FY7 6TX.
The company was incorporated on 10 December 2024. The accounting reference date has been shortened from 31 December 2025 to 30 September 2025, to order to align with fellow group companies. Consequently the amounts presented in the financial statements (including related notes) are not for a 12 month period.
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 £.
This 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 statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The financial statements of the company are consolidated in the financial statements of East Pines Holdings Ltd. These consolidated financial statements are available from its registered office Parkside Stand, Fleetwood Town Football Club, Park Avenue, Fleetwood, FY7 6TX.
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.
Fair value reserve
The fair value reserve arose based on the recognition of a legal rectification agreement dated 16 June 2026, which amended the terms of a previous capital transaction. The adjustment increased the carrying value of the company's investment in its subsidiary undertaking, with the corresponding credit recognised directly in equity to reflect the capital nature of the transaction.
Amounts recognised within the fair value reserve are not available for distribution until realised in accordance with applicable company law and accounting requirements. The reserve is reviewed at each reporting date to ensure it continues to reflect the substance of the underlying transaction.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Subsequent to the reporting date, the company entered into a legally effective rectification agreement relating to a previous capital transaction involving its investment in subsidiary undertakings. In preparing the financial statements, the directors exercised significant judgement in determining whether the rectification agreement dated 16 June 2026, provided evidence of the fair value of the shares held in subsidiaries at the reporting date.
Having considered the legal form and commercial substance of the rectification agreement, together with the underlying facts and circumstances existing at the reporting date and appropriate professional advice where relevant, the directors concluded that the rectification agreement justified a fair value adjustment to the original transaction historical cost.
Post period end, the rectification agreement has been transacted and the fair value reserve released.
Accordingly, the carrying value of the company's investment in subsidiary undertakings has been increased from its original cost of £10.7m to its fair value of £76.8m at the balance sheet date, with the resulting uplift of £66.1m recognised directly in the fair value reserve within equity. The directors consider that this accounting treatment appropriately reflects the substance of the rectification agreement and provides relevant and reliable information regarding the company's financial position.
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.
At the reporting date, the company's investment in subsidiary undertakings is included at deemed fair value of £76.8m.
The directors assess at each reporting date whether there are indicators that the investment may be impaired. Where indicators exist, the recoverable amount of the investment is estimated using appropriate valuation techniques. The assessment requires estimates regarding the future financial performance of the underlying subsidiary undertakings, including forecast cash flows, expected profitability, growth assumptions and, where appropriate, market valuation multiples and discount rates.
The directors have concluded that no impairment is required at the reporting date. Whilst the assumptions adopted are considered to be reasonable and supportable, changes in future trading performance, market conditions or other economic factors could result in a material adjustment to the carrying amount of the investment in future reporting periods.
Refer to note 7 for further details of this key accounting estimate, including the carrying value of investments in subsidiaries impacted by this key accounting estimate.
The average monthly number of persons (including directors) employed by the company during the period was:
The company operated no payroll during the period. 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 period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Shares in subsidiaries have a historical cost of £10,685,452. These have been uplifted to fair value of £76,774,984. The directors are of the opinion that the rectification agreement dated 16 June 2026, reflects the fair value of shares in subsidiaries at the balance sheet date. This rectification agreement corrected the acquisition consideration in-line with deemed market value.
Post year end, on 16 June 2026, the rectification has been processed, reversing the fair value reserve balance and recognising the correct cost of investment to fair value.
Details of the company's subsidiaries at 30 September 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Other borrowings are unsecured.
Amounts due to group undertakings relates to various promissory notes owed in respect of shares acquired in subsidiaries. These balances are unsecured.
The promissory notes are subject to interest based on SONIA plus 375 basis points per annum and have a maturity dates of 2028. At the balance sheet date interest payable in accordance with the various promissory notes are included within amounts due to group undertakings.
On incorporation on 10 December 2024, the company issued 2 Ordinary shares of £1 each at par.
Other reserves relate to a fair value adjustment on the carrying value of shares held in subsidiaries.
Shares held in respect of group undertakings have a historical cost of £10,685,452. These have been uplifted to fair value of £76,774,984, at the balance sheet date. The directors are of the opinion that a legal rectification agreement dated 16 June 2026, which has corrected the acquisition consideration to deemed market value, reflects the fair value of investments in subsidiaries as at the balance sheet date.
Post year end, on 16 June 2026, the rectification has been processed, reversing the fair value reserve balance and recognising the correct cost of investment to fair value.
On 16 June 2026, the company entered into a rectification agreement to correct the purchase consideration relating to its acquisition of investments in subsidiaries. The agreement amends the original consideration to reflect acquisition consideration at deemed market value.
The directors have based their fair value adjustment at 30 September 2025 on this rectification agreement.
As a consequence of the rectification agreement, an adjustment had been processed on 16 June 2026 to correct the acquisition cost. This includes additional consideration by way of a share issue (10,000 ordinary £1 shares at a share premium of £3,780 per share). This resulted in a share premium reserve of £37,790,000 and increased in share capital of £10,000.
Furthermore the rectification agreement has resulted in additional consideration payable which has increased the loan note creditor by £28,289,532.
The fair value reserve carried forward at 30 September 2025 was released in full on the 16 June 2026, when the rectification agreement was transacted.
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.
During the period, the company acquired shares in a subsidiary from CX Global Holdings FZCO, a connected company of the directors, for £103. At the balance sheet date, £103 is due to CX Global Holdings FZCO. This balance is unsecured, non interest bearing and repayable on demand.