Nursling Energy Limited - Limited company accounts 23.2

REGISTERED NUMBER: 11214182 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2023

FOR

NURSLING ENERGY LIMITED

Page

Company Information

1

Report of the Directors

2

Income Statement

4

Balance Sheet

5

Notes to the Financial Statements

7

DIRECTORS:

S W Moore

K G M Hird

F H Tillette De Clermont

T S Williams

REGISTERED OFFICE:

6th Floor, St Magnus House

3 Lower Thames Street

London

EC3R 6HD

REGISTERED NUMBER:

11214182 (England and Wales)

The directors present their report with the financial statements of the company for the year ended 28 February 2023.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

REVIEW OF BUSINESS

During the year under review the company made a profit of £320,844 (2022 - £156,800)

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 March 2022 to the date of this report.

S W Moore

K G M Hird

T S Williams

Other changes in directors holding office are as follows:

J E H Parsons - resigned 11 July 2022

F H Tillette De Clermont - appointed 11 July 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S W Moore - Director

29 November 2023

TURNOVER

-

-

OPERATING PROFIT

-

-

Interest receivable and similar income

1,450,704

1,285,811

1,450,704

1,285,811

Interest payable and similar expenses

(1,129,011

)

(1,129,011

)

PROFIT BEFORE TAXATION

321,693

156,800

Tax on profit

(849

)

-

PROFIT FOR THE FINANCIAL YEAR

320,844

156,800

FIXED ASSETS

Investments

4

2,357,352

2,357,352

CURRENT ASSETS

Debtors

5

23,437,423

21,686,719

Cash at bank

8,053

308,902

23,445,476

21,995,621

CREDITORS

Amounts falling due within one year

6

(3,141,876

)

(2,012,865

)

NET CURRENT ASSETS

20,303,600

19,982,756

TOTAL ASSETS LESS CURRENT LIABILITIES

22,660,952

22,340,108

CREDITORS

Amounts falling due after more than one year

7

(15,266,526

)

(15,266,526

)

NET ASSETS

7,394,426

7,073,582

CAPITAL AND RESERVES

Called up share capital

8

6,912,314

6,912,314

Retained earnings

9

482,112

161,268

SHAREHOLDERS' FUNDS

7,394,426

7,073,582

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 28 February 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 28 February 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 29 November 2023 and were signed on its behalf by:

S W Moore - Director

1.	STATUTORY INFORMATION

Nursling Energy Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included below.

Critical judgements that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following:

Investments in subsidiaries

Investments in unlisted company shares, which have been classified as fixed asset investments as the Company intends to hold them on a continuing basis, are remeasured to market value at each Balance Sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

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.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Going concern

The directors have reviewed the performance of the Company during the year as set out in these accounts and, after taking account of possible changes that can reasonably be envisaged in trading performance, have considered the cash flow forecasts and future liquidity requirements of the Company.

With regard to the above and after making enquiries the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing the accounts. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Cash and cash equivalents

Cash is represented by deposits with financial institutions repayable without penalty on notice of not more than 24 hours.Cash equivalents are highly liquid investments that mature in no more than three months from the date of the acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 March 2022

and 28 February 2023

2,357,352

NET BOOK VALUE

At 28 February 2023

2,357,352

At 28 February 2022

2,357,352

Subsidiary Undertaking

Name

Registered Office

Principal Activity

Class of Shares

Holding

Nursling Energy Two Limited

England

Electricity Generation

Ordinary

100%

5.

DEBTORS

28/2/23

28/2/22

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

2,762,636

1,311,932

28/2/23

28/2/22

£

£

Amounts falling due after more than one year:

Amounts owed by group undertakings

20,674,787

20,374,787

Aggregate amounts

23,437,423

21,686,719

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

28/2/23

28/2/22

£

£

Amounts owed to parent company

3,141,876

2,012,865

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

28/2/23

28/2/22

£

£

Amounts owed to parent company

15,266,526

15,266,526

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

28/2/23

28/2/22

value:

£

£

6,912,314

Ordinary

£1

6,912,314

6,912,314

9.

RESERVES

Retained

earnings

£

At 1 March 2022

161,268

Profit for the year

320,844

At 28 February 2023

482,112

10.	RELATED PARTY DISCLOSURES

Amount owed (to)/ from related party

Relationship

2023 Transaction s

2023 Balance

2022 Transaction s

2022 Balance

£

£

£

£

Nursling Energy Two Limited (1)

Subsidiary

1,750,704

23,437,423

21,660,599

21,686,71 9

Shareholder Loan

Bagnall Energy Limited (2)

Shareholder

(598,175)

(9,237,871)

(575,332)

(8,639,696 )

Shareholder Loan

CCPEPF UK Intermediate Limited (3)

Shareholder

(598,175)

(9,237,871)

(575,332)

(8,639,696 )

Shareholder Loan

All transactions with related parties have taken place at arm's length.

(1) Nursling Energy Two Limited

Nursling Energy Two Limited is a 100% owned subsidiary of Nursling Energy Limited.

(2) Bagnall Energy Limited

Bagnall Energy Limited is a parent company of Nursling Energy Limited with a 50% share.

(3) CCPEPF UK Intermediate Limited

CCPEPF UK Intermediate Limited is a parent company of Nursling Energy Limited with a 50% share.

11.	POST BALANCE SHEET EVENTS

Subsequent to the year end, a further shareholder loan totalling £2.5 million was received, with the breakdown of this loan provided below:

Shareholder

Amount

£

Bagnall Energy Limited

1,250,000

CCPEPF UK Intermediate Limited

1,250,000

12.	ULTIMATE CONTROLLING PARTY

Nursling Energy Limited is a Company registered in England and Wales. It is jointly owned by Bagnall Energy Limited and CCPEPF UK Intermediate Limited.

The directors are of the opinion that there is no ultimate parent undertaking or controlling party by virtue of the joint ownership and control.