OFF GRID POWER3 SOLUTIONS LTD Company Accounts

OFF GRID POWER3 SOLUTIONS LTD - Company Information

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COMPANY REGISTRATION NUMBER: 08413653

OFF GRID POWER3 SOLUTIONS LTD

Filleted Unaudited Financial Statements

31 December 2016

OFF GRID POWER3 SOLUTIONS LTD

Financial Statements

Year ended 31 December 2016

Contents	Page

Officers and professional advisers	1

Directors' report	2

Statement of financial position	4

Statement of changes in equity	6

Notes to the financial statements	7

OFF GRID POWER3 SOLUTIONS LTD

Officers and Professional Advisers

The board of directors	Dr C M Rochford
	Mr B J White
	Mr P A Waldron (Resigned 20 April 2017)
	Mr A J Preston

Company secretary	KAC Services Limited

Registered office	Suite 3
	1 Duchess Street
	London
	England
	W1W 6AN

Accountants	Higgins Fairbairn & Co
	Chartered accountant
	1st Floor
	24/25 New Bond Street
	Mayfair
	London
	W1S 2RR

Bankers	NatWest Bank
	105 High Street
	Winchester
	SO23 9AW

OFF GRID POWER3 SOLUTIONS LTD

Directors' Report

Year ended 31 December 2016

The directors present their report and the unaudited financial statements of the company for the year ended 31 December 2016 .

Principal activities

The principal activity of the company during the year was the supply of fully closed circle, waste to energy solutions and the generation of renewable energy through modern technology methods.

Directors

The directors who served the company during the year were as follows:

Dr C M Rochford
Mr B J White
Mr P A Waldron
Mr A J Preston

Events after the end of the reporting period

Particulars of events after the reporting date are detailed in note 10 to the financial statements.

Going concern

Despite the net liabilities position of the company and the fact that it continues to be loss making, the directors have assessed the company's going concern status and believe that the accounts should still be prepared on a going concern basis, due to the continued fundraising and the financial support available from the shareholders and loan note holders.

Small company provisions

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report was approved by the board of directors on 21 September 2017 and signed on behalf of the board by:

Dr C M Rochford

Director

Registered office:

Suite 3

1 Duchess Street

London

England

W1W 6AN

OFF GRID POWER3 SOLUTIONS LTD

Statement of Financial Position

31 December 2016

	2016	2015
Note	£	£

Fixed assets

Tangible assets	5	2,887,412	2,086,171

Current assets

Debtors	6	231,784	166,265
Cash at bank and in hand		51,835	430,233
		---------	---------
		283,619	596,498

Creditors: amounts falling due within one year	7	922,245	869,116
		---------	---------
Net current liabilities		638,626	272,618
		------------	------------
Total assets less current liabilities		2,248,786	1,813,553

Creditors: amounts falling due after more than one year	8	3,933,215	2,573,693
		------------	------------
Net liabilities		( 1,684,429)	( 760,140)
		------------	------------

Capital and reserves

Called up share capital	9	545	442
Share premium account		1,559,128	859,084
Other reserves		329,558	277,249
Profit and loss account		( 3,573,660)	( 1,896,915)
		------------	------------
Members deficit		( 1,684,429)	( 760,140)
		------------	------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

For the year ending 31 December 2016 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

OFF GRID POWER3 SOLUTIONS LTD

Statement of Financial Position (continued)

31 December 2016

These financial statements were approved by the board of directors and authorised for issue on 21 September 2017 , and are signed on behalf of the board by:

Mr A J Preston

Director

Company registration number: 08413653

OFF GRID POWER3 SOLUTIONS LTD

Statement of Changes in Equity

Year ended 31 December 2016

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total
	£	£	£	£	£
At 1 January 2015	437	485,343	–	( 492,684)	( 6,904)

Loss for the year				( 1,404,231)	( 1,404,231)
	----	---------	----	------------	------------
Total comprehensive income for the year	–	–	–	( 1,404,231)	( 1,404,231)

Issue of shares	5	373,741	–	–	373,746
Equity Component - convertible loan	–	–	277,249	–	277,249
	----	---------	---------	------------	------------
Total investments by and distributions to owners	5	373,741	277,249	–	650,995

At 31 December 2015	442	859,084	277,249	( 1,896,915)	( 760,140)

Loss for the year				( 1,676,745)	( 1,676,745)
	----	---------	---------	------------	------------
Total comprehensive income for the year	–	–	–	( 1,676,745)	( 1,676,745)

Issue of shares	103	700,044	–	–	700,147
Equity Component - convertible loan	–	–	52,309	–	52,309
	----	---------	--------	----	---------
Total investments by and distributions to owners	103	700,044	52,309	–	752,456

	----	------------	---------	------------	------------
At 31 December 2016	545	1,559,128	329,558	( 3,573,660)	( 1,684,429)
	----	------------	---------	------------	------------

Note: Other Reserves records equity component of the convertible loan notes.

OFF GRID POWER3 SOLUTIONS LTD

Notes to the Financial Statements

Year ended 31 December 2016

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Suite 3, 1 Duchess Street, London, England, W1W 6AN.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102 Section 1A, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant and machinery	-	20% reducing balance
Fixtures and fittings	-	20% reducing balance
Equipment	-	33 % straight line

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

4. Employee numbers

The average number of persons employed by the company during the year, including the directors, amounted to 8 (2015: 8 ).

5. Tangible assets

	Freehold property	Plant and machinery	Fixtures and fittings	Equipment	Total
	£	£	£	£	£
Cost
At 1 January 2016	1,435,744	717,872	350	4,440	2,158,406
Additions	839,472	64,451	48,140	3,297	955,360
	------------	---------	--------	-------	------------
At 31 December 2016	2,275,216	782,323	48,490	7,737	3,113,766
	------------	---------	--------	-------	------------
Depreciation
At 1 January 2016	–	71,789	35	411	72,235
Charge for the year	–	142,107	9,691	2,321	154,119
	------------	---------	--------	-------	------------
At 31 December 2016	–	213,896	9,726	2,732	226,354
	------------	---------	--------	-------	------------
Carrying amount
At 31 December 2016	2,275,216	568,427	38,764	5,005	2,887,412
	------------	---------	--------	-------	------------
At 31 December 2015	1,435,744	646,083	315	4,029	2,086,171
	------------	---------	--------	-------	------------

6. Debtors

	2016	2015
	£	£
Trade debtors	4,748	468
Other debtors	227,036	165,797
	---------	---------
	231,784	166,265
	---------	---------

Other debtors include an amount due from Mr A J Preston of £82,948 (2015: Nil) (Note 11)

7. Creditors: amounts falling due within one year

	2016	2015
	£	£
Trade creditors	468,311	160,742
Casdron Enterprise Ltd	–	207,987
Social security and other taxes	31,469	19,415
Other creditors	422,465	480,972
	---------	---------
	922,245	869,116
	---------	---------

Other creditors include £26,541 (2015: £16,881) due to Dr C M Rochford (note 11) and accrual of £102,400 (2015 : £282,000) due to directors in relation to consultancy fees.(note 12)

8. Creditors: amounts falling due after more than one year

	2016	2015
	£	£
Other creditors	3,933,215	2,573,693
	------------	------------

		Principal amount (£)
	1. 31 December 2016, 7.52% convertible redeemable 2018	3,051,449
	2. 29 February 2016, 6% fixed rate unsecured convertible 2018	413,000
	3. 05 August 2015, 10% fixed rate unsecured 2020	500,000
	4. 07 July 2015, 10% convertible redeemable 2018	50,000
	5. 19 October 2015, 10% convertible redeemable 2018	150,000

Note below reference to above numbers

	1. 5DC Holidng AG

The Company reached agreement with 5DC Holding AG that the existing loan notes of 10% fixed rate £114,046, 6% fixed rate £1,710,396 and 6% fixed rate £790,000 (certain of which loan notes were held by 5DC Holding AG following its acquisition of outstanding loan notes of the Company issued to Alexander Preston and Andrew Goodwin) together with outstanding accumulated accrued interest of £437,047 would be set off against a further issue of £3,051,449 7.52% secured convertible redeemable loan note repayable on 15 October 2018. The rescheduling of the Company's debt pursuant to this arrangement has extended the period for repayment.


	2&3 Casdron Enterprise Ltd

Following agreement with Casdron Enterprise Ltd, the holder of unsecured loan notes of the Company in a principal amount of £680,000 original loan note issued at 5 August 2015, existing loan note £180,000 including interest of £21,000 were redeemed by means of set off against a further issue of £413,000 6% fixed rate convertible loan note on 29 February 2016. The difference of £212,000 was part of the director's loan balance which was then attributed to the loan notes. In April 2017, the repayment date for the £500,000 loan notes was rescheduled and extended to 31 December 2018.


	4. Palgrove 1988 Directors Pension Fund

Loan note principal of £50,000 was carried forward at 31 December 2016 in relation to this loan note holder.


	5. The Low Plains Pension Scheme

Loan note principal of £150,000 was carried forward at 31 December 2016 in relation to this loan note holder.

9. Called up share capital

Authorised share capital

	2016		2015
	No.	£	No.	£
Ordinary shares of £ 0.01 each	54,516	545	44,200	442
	------------	----	--------	----

Issued, called up and fully paid

	2016		2015
	No.	£	No.	£
Ordinary shares of £ 0.01 each	54,516	545	44,200	442
	------------	----	--------	----

10. Events after the end of the reporting period

The repayment date for the 10% fixed rate unsecured loan note with principal amount of £500,000 was rescheduled and extended to 31 December 2018 as at 20 April 2017.


	.

As at 24 May 2017, the Low Plains Pension Scheme £150,000 loan notes, together with £23,486 interest to 18 May 2017 were converted into 946 ordinary shares.

11. Directors' advances, credits and guarantees

During the year the directors entered into the following advances and credits with the company:

	2016
	Balance brought forward	Advances/ (credits) to the directors	Balance outstanding
	£	£	£
Dr C M Rochford	( 16,881)	( 9,660)	( 26,541)
Mr A J Preston	–	82,498	82,498
	------------	--------	--------
	( 16,881)	72,838	55,957
	------------	--------	--------

	2015
	Balance brought forward	Advances/ (credits) to the directors	Balance outstanding
	£	£	£
Dr C M Rochford	–	( 16,881)	( 16,881)
Mr A J Preston	–	–	–
	----	--------	--------
	–	( 16,881)	( 16,881)
	----	--------	--------

There was an outstanding balance of share premium of £82,498 payable by Mr A J Preston in relation to a new share subscription of 2947 ordinary shares on 27 September 2016. This balance was settled on 17 January 2017.

12. Related party transactions

The following outstanding directors fees have been accrued in these accounts in accordance with their respective consultancy agreements.

	2016	2015
	£	£
Mr B J White	16,200	116,000
Duchess Street Investment Ltd,a company owned by Dr C M Rochford	16,200	141,000
APAG Limited , a company owned by Mr A J Preston	60,000	25,000
	------------	---------
Total accrued directors fees	92,400	282,000

In addition to above accrual, director fees of £41,800 and £44,800 were paid to Dr CM Rochford and Mr Barry White respectively.


	.

Directors fees of £120,000 in relation to Mr Peter Waldron's service for 2016 was owed to Casdron Enterprise Ltd, a company owned by Mr Waldron. Any balance outstanding owed to Casdron Enterprise were attributed for setting off against the payment of the new issued 6% fixed rate £413,000 convertible loan notes. Therefore, there were no outstanding balances (2015: £207,987) owed to/by Casdron Enterprise Ltd at 31 December 2016. Interest on loan notes, as below, was accrued during the year in relation to the loan notes which are held by Companies controlled by the directors.

	2016	2015
	£	£
Mr A J Preston	294,729	43,446
Mr P Waldorn	72,847	20,273