Company registration number 16128214 (England and Wales)
EAST PINES ENERGY INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
EAST PINES ENERGY INVESTMENTS LIMITED
COMPANY INFORMATION
Directors
J R Pilley
(Appointed 10 December 2024)
M J Pilley
(Appointed 10 December 2024)
R J Davidson
(Appointed 10 December 2024)
A W N Kitchin
(Appointed 1 February 2025)
A C Roe
(Appointed 1 February 2025)
Company number
16128214
Registered office
Parkside Stand
Fleetwood Town Football Club
Park Avenue
Fleetwood
FY7 6TX
Auditor
Sumer Auditco Limited
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
EAST PINES ENERGY INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
EAST PINES ENERGY INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the period ended 30 September 2025.

Review of the business

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.

Principal risks and uncertainties

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.

EAST PINES ENERGY INVESTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 2 -
Key performance indicators

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.

Section 172 Companies Act
Promoting the success of the company

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.

EAST PINES ENERGY INVESTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 3 -

On behalf of the board

J R Pilley
Director
4 September 2026
EAST PINES ENERGY INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 4 -

The directors present their annual report and financial statements for the period ended 30 September 2025.

Principal activities

The principal activity of the company is that of intermediate holding company. The company was incorporated on 10 December 2024 and acquired shares in subsidiary companies from 29 March 2025.

Results and dividends

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.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

J R Pilley
(Appointed 10 December 2024)
M J Pilley
(Appointed 10 December 2024)
R J Davidson
(Appointed 10 December 2024)
A W N Kitchin
(Appointed 1 February 2025)
A C Roe
(Appointed 1 February 2025)
Dr P Wilson
(Appointed 1 February 2025 and resigned 1 June 2025)
M A Ahmad
(Appointed 1 February 2025 and resigned 7 August 2025)
Post reporting date events

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.

Future developments

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.

Auditor

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.

Energy and carbon report

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.

EAST PINES ENERGY INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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:

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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of business relationships, principal risks and uncertainties.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
J R Pilley
Director
4 September 2026
EAST PINES ENERGY INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EAST PINES ENERGY INVESTMENTS LIMITED
- 6 -
Opinion

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).

In our opinion the financial statements:

Basis for opinion

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 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.

Other information

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

EAST PINES ENERGY INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EAST PINES ENERGY INVESTMENTS LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception

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 material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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.

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

EAST PINES ENERGY INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EAST PINES ENERGY INVESTMENTS LIMITED (CONTINUED)
- 8 -

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:

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.

Caroline Snape (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
4 September 2026
EAST PINES ENERGY INVESTMENTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 9 -
Period
ended
30 September
2025
Notes
£
Gross profit
-
Administrative expenses
(28,540)
Interest payable and similar expenses
5
(326,967)
Loss before taxation
(355,507)
Tax on loss
6
-
0
Loss for the financial period
(355,507)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

EAST PINES ENERGY INVESTMENTS LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 10 -
2025
Notes
£
£
Fixed assets
Investments
7
76,774,984
Current assets
Debtors
9
4,200
Cash at bank and in hand
4,960
9,160
Creditors: amounts falling due within one year
10
(37,804)
Net current liabilities
(28,644)
Total assets less current liabilities
76,746,340
Creditors: amounts falling due after more than one year
11
(11,012,313)
Net assets
65,734,027
Capital and reserves
Called up share capital
13
2
Other reserves
66,089,532
Profit and loss reserves
(355,507)
Total equity
65,734,027
The financial statements were approved by the board of directors and authorised for issue on 4 September 2026 and are signed on its behalf by:
J R Pilley
Director
Company registration number 16128214 (England and Wales)
EAST PINES ENERGY INVESTMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 11 -
Share capital
Fair value reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 30 September 2025:
Loss and total comprehensive income
-
-
(355,507)
(355,507)
Issue of share capital
13
2
-
-
2
Other movements
14
-
66,089,532
-
66,089,532
Balance at 30 September 2025
2
66,089,532
(355,507)
65,734,027
EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 12 -
1
Accounting policies
Company information

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.

1.1
Reporting period

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.

1.2
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include investment in subsidiaries at fair value. The principal accounting policies adopted are set out below.

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:

 

 

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.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, based on continued financial support provided by fellow group companies.

 

The company forms part of a wider group of companies and continues to benefit from financial support provided by the group. The directors have received confirmation that such support will continue for the period considered in the going concern assessment, enabling the company to meet its liabilities as they fall due.

 

At the balance sheet date, creditors: amounts falling due within one year, includes amounts owed to group undertakings of £30,201. Whilst technically these group debts fall due on demand, confirmation has been received, that repayment will not be sought from fellow group companies unless cash flow permits and that this continue group support will continue for at least 12 months from the signature of the financial statements.

 

The directors therefore consider that the company has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to prepare the financial statements on a going concern basis.

1.4
Fixed asset investments

Investments in subsidiary undertakings are initially recognised at cost, being the consideration paid, including directly attributable transaction costs. Subsequently the directors have adopted a fair value basis for the recognition of shares held in subsidiaries as permitted by FRS102.

 

Where a legally effective rectification agreement amends the terms of a previous transaction affecting the company's investment in a subsidiary undertaking, the carrying value of the investment is adjusted to reflect the revised fair value established by that agreement. The corresponding adjustment is recognised directly within equity in the fair value reserve, reflecting the capital nature of the transaction.

 

Following the adjustment subsequently transacted based on the rectification agreement, investments in subsidiary undertakings are carried at their revised cost and are subsequently measured at cost less any accumulated impairment losses.

 

The directors assess investments for indicators of impairment at each reporting date. Where the recoverable amount of an investment is estimated to be lower than its carrying value, the carrying amount is reduced to its recoverable amount and the impairment loss is recognised immediately in profit or loss. Impairment losses are reversed where there has been a subsequent increase in the recoverable amount of the investment, to the extent permitted by FRS 102.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Financial instruments

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

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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.

Classification of financial liabilities

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.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Basic financial 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

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

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10

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.

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recognition of investments at fair value based on a post period end legal rectification agreement

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.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Key sources of estimation uncertainty

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.

Impairment assessment of investments in subsidiary undertakings

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.

3
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
7,500
4
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2025
Number
Total
0

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.

5
Interest payable and similar expenses
2025
£
Interest payable to group undertakings
326,967
EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 18 -
6
Taxation

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:

2025
£
Loss before taxation
(355,507)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(88,877)
Group relief
88,877
Taxation charge for the period
-
7
Fixed asset investments
2025
Notes
£
Investments in subsidiaries
8
76,774,984
Fixed asset investments revalued

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.

Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 10 December 2024
-
Additions
10,685,452
Valuation changes
66,089,532
At 30 September 2025
76,774,984
Carrying amount
At 30 September 2025
76,774,984
EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 19 -
8
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Ruby Energy Holdings Ltd
1
Activities of a holding company
Ordinary
100.00
-
Ruby Electricity Ltd
1
Commercial electricity supplier
Ordinary
0
100.00
Ruby Gas Ltd
1
Commercial gas supplier
Ordinary
0
100.00
Commercial Power Limited
2
Commissions aggregator and debt collector
Ordinary
0
100.00
Smart Choice Holding Limited
3
Intermediate parent company
Ordinary
100.00
-
Smart Choice Metering Limited
1
Installation of smart meters
Ordinary
0
100.00
AI Home Services Ltd
1
Non-trading
Ordinary
0
100.00
Card Saver Ltd
4
Supply of card payment services
Ordinary
100.00
-
Smart Choice Training Academy Limited
3
Dormant
Ordinary
0
100.00
Smart Choice Advisory Limited
3
Dormant
Ordinary
0
100.00
Smart Choice Capital Projects Limited
3
Construction of utility projects
Ordinary
0
100.00
Smart Choice Renewables Limited
3
Production of renewable energy
Ordinary
0
100.00
SCR X9 1124 Limited
3
Dormant
Ordinary
0
100.00
Aurora Electrical Services Ltd
3
Electrical installation services
Ordinary
0
100.00
Ruby Finance Limited
6
Dormant
Ordinary
100.00
-
CX International (Pty) Ltd
5
Telecommunication services
Ordinary
100.00
-
Redefine Green Limited
3
Dormant
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Parkside Stand, Fleetwood Town Football Club, Park Avenue, Fleetwood, FY7 6TX
2
Poolfoot Farm, Butts Road, Thornton-Cleveleys, FY5 4HX
3
Adamson House, Pomona Strand, Old Trafford, Manchester, M16 0TT
4
Unit 2 Darwin Court, Hawking Place, Blackpool, Lancashire, FY2 0JN
5
Section 2 Building 1, Parc Du Cap Mispel Road, Belville, Cape Town, Western Cape 7530, South Africa
6
Highbury Stadium, Park Avenue, Fleetwood, FY7 6TX
9
Debtors
2025
Amounts falling due within one year:
£
Other debtors
4,200
EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 20 -
10
Creditors: amounts falling due within one year
2025
£
Amounts owed to group undertakings
30,201
Other creditors
103
Accruals and deferred income
7,500
37,804
11
Creditors: amounts falling due after more than one year
2025
Notes
£
Other borrowings
12
11,012,313

Other borrowings are unsecured.

12
Loans and overdrafts
2025
£
Loans from group undertakings
11,012,313
Payable after one year
11,012,313

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.

13
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
2
2

On incorporation on 10 December 2024, the company issued 2 Ordinary shares of £1 each at par.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 21 -
14
Fair value reserve
2025
£
At the beginning of the period
-
Other movements
66,089,532
At the end of the period
66,089,532

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.

15
Events after the reporting date

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.

16
Related party transactions

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.

EAST PINES ENERGY INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 22 -
17
Ultimate controlling party

At the balance sheet date, the ultimate parent company is East Pines Holdings Ltd, a company registered in England and Wales.

 

East Pines Holdings Ltd is the smallest and largest entity into which results of the company are consolidated. Copies of the group financial statements can be obtained upon request from the group's registered office, Parkside Stand, Fleetwood Town Football Club, Park Avenue, FY7 6TX.

 

There is no overall controlling individual to disclose.

2025-09-302024-12-10falsefalsefalseCCH SoftwareCCH Accounts Production 2026.200J R PilleyM J PilleyR J DavidsonA W N KitchinA C RoeDr P WilsonM A Ahmad161282142024-12-102025-09-3016128214bus:Director12024-12-102025-09-3016128214bus:Director22024-12-102025-09-3016128214bus:Director32024-12-102025-09-3016128214bus:Director42024-12-102025-09-3016128214bus:Director52024-12-102025-09-3016128214bus:Director62024-12-102025-09-3016128214bus:Director72024-12-102025-09-3016128214bus:RegisteredOffice2024-12-102025-09-30161282142025-09-3016128214core:RetainedEarningsAccumulatedLosses2024-12-102025-09-3016128214core:WithinOneYear2025-09-3016128214core:AfterOneYear2025-09-3016128214core:CurrentFinancialInstrumentscore:WithinOneYear2025-09-3016128214core:ShareCapital2025-09-3016128214core:OtherMiscellaneousReserve2025-09-3016128214core:RetainedEarningsAccumulatedLosses2025-09-3016128214core:ShareCapitalOrdinaryShareClass12025-09-3016128214core:ShareCapital2024-12-102025-09-3016128214core:UKTax2024-12-102025-09-3016128214core:Non-currentFinancialInstruments2025-09-3016128214core:Subsidiary12024-12-102025-09-3016128214core:Subsidiary22024-12-102025-09-3016128214core:Subsidiary32024-12-102025-09-3016128214core:Subsidiary42024-12-102025-09-3016128214core:Subsidiary52024-12-102025-09-3016128214core:Subsidiary62024-12-102025-09-3016128214core:Subsidiary72024-12-102025-09-3016128214core:Subsidiary82024-12-102025-09-3016128214core:Subsidiary92024-12-102025-09-3016128214core:Subsidiary102024-12-102025-09-3016128214core:Subsidiary112024-12-102025-09-3016128214core:Subsidiary122024-12-102025-09-3016128214core:Subsidiary132024-12-102025-09-3016128214core:Subsidiary142024-12-102025-09-3016128214core:Subsidiary152024-12-102025-09-3016128214core:Subsidiary162024-12-102025-09-3016128214core:Subsidiary172024-12-102025-09-3016128214core:Subsidiary112024-12-102025-09-3016128214core:Subsidiary222024-12-102025-09-3016128214core:Subsidiary332024-12-102025-09-3016128214core:Subsidiary442024-12-102025-09-3016128214core:Subsidiary552024-12-102025-09-3016128214core:Subsidiary662024-12-102025-09-3016128214core:Subsidiary772024-12-102025-09-3016128214core:Subsidiary882024-12-102025-09-3016128214core:Subsidiary992024-12-102025-09-3016128214core:Subsidiary10102024-12-102025-09-3016128214core:Subsidiary11112024-12-102025-09-3016128214core:Subsidiary12122024-12-102025-09-3016128214core:Subsidiary13132024-12-102025-09-3016128214core:Subsidiary14142024-12-102025-09-3016128214core:Subsidiary15152024-12-102025-09-3016128214core:Subsidiary16162024-12-102025-09-3016128214core:Subsidiary17172024-12-102025-09-3016128214core:CurrentFinancialInstruments2025-09-3016128214core:Non-currentFinancialInstrumentscore:AfterOneYear2025-09-3016128214bus:OrdinaryShareClass12024-12-102025-09-3016128214bus:OrdinaryShareClass12025-09-3016128214bus:PrivateLimitedCompanyLtd2024-12-102025-09-3016128214bus:FRS1022024-12-102025-09-3016128214bus:Audited2024-12-102025-09-3016128214bus:FullAccounts2024-12-102025-09-30xbrli:purexbrli:sharesiso4217:GBP