Adela Energy Limited - Accounts
Adela Energy Limited - Accounts
Registered number |
Adela Energy Limited | |
Report and accounts | |
Contents | |
Page | |
Strategic report | 2 |
Directors' report | 3 |
Statement of directors' responsibilities | 4 |
Independent auditor's report | 5 |
Income statement | 7 |
Statement of financial position | 8 |
Statement of changes in equity | 9 |
Statement of cash flows | 10 |
Notes to the financial statements | 11 |
Strategic Report | ||
The directors present their Strategic Report on the Company for the year ended 31 December 2021. | ||
Business review Adela Energy Limited is a provider of optimisation services to electricity generators and the provision of PPA contracts to its customers, with the electricity purchased under those contracts sold on the wholesale markets. The company is a joint venture between the Mercia Power group, a leading provider of flexible power resonse services to the national grid and Outlook Energy. The Mercia Power group is the company's principal customer. The borad is pleased with the company's performance in the year, details of which can be seen in the profit and loss account. |
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The board is pleased with the performance of the Company in the period to 31 December 2021 with the key indicator of operating profit above budget. The group generated revenue of £68.5m, up 203% against the previous year (FY20: £22.6m). Operating profit was £3.5m (FY20: £0.9m). Since the year end Inflation and Interest rates have risen quickly. The Company is protected from interest rate rises in the medium term as the rate of interest charged on the loans from its shareholders is fixed until 31st December 2025. Any inflationary increase in operating costs has been been more than offset by the increase in gross profit arising from the inflationary increase in revenue. |
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Principal risks and uncertainties | ||
i) Operating risks Wholesale power and gas prices: to achieve success in the merchant market the power price must, generally, be higher than the clients cost of generation. Though the optimiser can use its expertise to determine when to sell the power, the wider market pricing is out of its control. The Company believe fundamental underlying changes to generation mix are sufficiently strong that prices will be regularly above the cost of generation. ii) Regulatory risk The Company manages this risk through the information its shareholders gather. They use regulatory specialists and power market consultants. Additionally they are also actively engaged in industry forums and maintain strong relationships with regulatory bodies. iii) Financial risk The Company's principal financial instruments comprise cash, cash equivalents and loans. Other financial assets and liabilities, such as trade creditors and trade debtors, arise directly from the Group's operating activities. The Company has established processes with the objective of ensuring sufficient working capital exists. Dividend payments and loan repayments to shareholders are only made after careful consideration of the Company's future working capital requirements. The main risks associated with the Company's financial assets and liabilities is credit risk. The Group has external debtors, however, these are restricted to larger well funded organisations in order to ensure that credit is not extended where there is a likelihood of default. |
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This report was approved by the board on 28 September 2022 and signed on its behalf. | ||
Graham White | ||
Director | ||
Registered number: | |||||||
Directors' Report | |||||||
The directors present their report and financial statements for the year ended |
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Principal activities | |||||||
Dividends | |||||||
The directors do not recommend the payment of a final dividend ( |
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Directors | |||||||
The directors of the company throughout the year and to the date of this report are: | |||||||
Disclosure of information to auditors |
Each person who was a director at the time this report was approved confirms that: | |||||||
● | so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware; and | ||||||
● | he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. |
Directors' insurance | |||||||
This report was approved by the board on |
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Graham White | |||||||
Director | |||||||
Adela Energy Limited | |||||||
Statement of Directors' Responsibilities | |||||||
The directors are responsible for preparing the report and 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 (Financial Reporting Standard 102 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 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. | |||||||
Adela Energy Limited | ||
Independent auditor's report | ||
to the members of Adela Energy Limited | ||
Opinion |
In our opinion the financial statements: | ||
● | give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its profit for the year then ended; | |
● | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and | |
● | have been prepared in accordance with the requirements of the Companies Act 2006. | |
We have audited the financial statements of Adela Energy Limited (the 'Company') for the year ended 31 December 2021 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of 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 | ||
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence 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. |
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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 matter | ||
The corresponding figures are unaudited. | ||
Other information | ||
The Directors are responsible for the other information. The other information comprises the information included in the Report and Financial Statements, other than the financial statements and our auditor's report thereon. 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. | ||
Other Companies Act 2006 reporting | ||
In our opinion, based on the work undertaken in the course of the audit: | ||
● | the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and | |
● | the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. |
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: | ||
● | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or | |
● | the financial statements are not in agreement with the accounting records and returns; or | |
● | certain disclosures of Directors’ remuneration specified by law are not made; or | |
● | we have not received all the information and explanations we require for our audit. |
Responsibilities of Directors | ||
As explained more fully in the statement of Directors’ responsibilities, 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 lSAs (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. | ||
Extent to which the audit was capable of detecting irregularities, including fraud 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: To identify and assess the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
● | We obtained an understanding of the legal and regulatory frameworks applicable to the Company based on our understanding and sector experience and discussions with management. The most significant considerations for the Company are the Companies Act 2006, corporate taxes and VAT. | |
● | We enquired of management and obtained and reviewed relevant supporting documentation including correspondence with the relevant authorities, concerning the Company’s policies and procedures relating to: | |
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; | ||
- detecting and responding to the risks of fraud and whether they had knowledge of any actual, suspected or alleged fraud; and | ||
- the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. | ||
● | We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results and management bias in accounting estimates. | |
Auditor’s responsibilities for the audit of the financial statements (continued) | ||
Based on our understanding of the environment and assessment of the incentive and opportunity for fraud or material misstatement arising in respect of non-compliance with laws and regulations, we carried out the following procedures: | ||
● | We reviewed correspondence with the relevant authorities to identify any irregularities or instances of noncompliance with laws and regulations. We corroborated our enquiries of management through our review of board minutes. | |
● | We tested the appropriateness of accounting journals, including those relating to adjustments made in the preparation of the financial statements. We obtained access to the nominal ledger system to the complete population of all journals in the year to identify and substantively test any which we considered were indicative of management override. | |
● | We reviewed the Company’s accounting policies for non-compliance with relevant standards. Our work also included considering significant accounting estimates for evidence of misstatement or possible bias and testing any significant transactions that appeared to be outside the normal course of business. | |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. | ||
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at 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 members, as a body, 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 members those matters we are required to state to them 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 members as a body, for our audit work, for this report, or for the opinions we have formed. | ||
For and on behalf of BDO LLP, Statutory Auditor | ||
Birmingham | ||
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). | ||
Income Statement | ||||||||
for the year ended |
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Notes | 2021 | 2020 | ||||||
£ | £ | |||||||
Unaudited | ||||||||
Turnover | 3 | |||||||
Cost of sales | ( |
( |
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Gross profit | ||||||||
Administrative expenses | ( |
( |
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Operating profit | 4 | |||||||
Exchange differences | (36,737) | 4,286 | ||||||
Interest receivable | ||||||||
Interest payable | 6 | ( |
( |
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Profit on ordinary activities before taxation | ||||||||
Tax on profit on ordinary activities | 7 | ( |
( |
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Profit for the financial year | ||||||||
There was no other comprehensive income in either year. | ||||||||
Statement of Financial Position | |||||||
as at |
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Notes | 2021 | 2020 | |||||
£ | £ | ||||||
Unaudited | |||||||
Fixed assets | |||||||
Intangible assets | 8 | ||||||
Current assets | |||||||
Debtors | 9 | ||||||
Cash at bank and in hand | |||||||
Creditors: amounts falling due within one year | 10 | ( |
( |
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Net current assets | |||||||
Total assets less current liabilities | |||||||
Creditors: amounts falling due after more than one year | 11 | ( |
- | ||||
Provisions for liabilities | |||||||
Deferred taxation | 12 | ( |
( |
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Net assets | |||||||
Capital and reserves | |||||||
Called up share capital | 13 | ||||||
Profit and loss account | 14 | ||||||
Total equity | |||||||
The notes on pages 11 to 16 are an integral part of these financial statements. | |||||||
Graham White | |||||||
Director | |||||||
Approved by the board on |
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Statement of Changes in Equity | ||||||
for the year ended |
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Share | Profit | Total | ||||
capital | and loss | |||||
account | ||||||
£ | £ | £ | ||||
At 1 January 2020 | ||||||
Profit for the financial year | 695,868 | 695,868 | ||||
At 31 December 2020 | 2 | 842,944 | 842,946 | |||
At 1 January 2021 | ||||||
Profit for the financial year | ||||||
Dividends | ( |
( |
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At 31 December 2021 | ||||||
Statement of Cash Flows | |||||
for the year ended |
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Notes | 2021 | 2020 | |||
£ | £ | ||||
Unaudited | |||||
Operating activities | |||||
Profit for the financial year | 2,778,520 | 695,868 | |||
Adjustments for: | |||||
Interest receivable | (239) | (390) | |||
Interest payable | 57,397 | 50,181 | |||
Tax on profit on ordinary activities | 651,752 | 156,226 | |||
Amortisation of intangible fixed assets | 100,058 | 99,556 | |||
Increase in debtors | (2,841,218) | (1,246,286) | |||
Increase in creditors | 4,731,400 | 1,900,087 | |||
Interest received | |||||
Interest paid | ( |
( |
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Corporation tax paid | ( |
( |
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Cash generated by operating activities | |||||
Investing activities | |||||
Payments to acquire intangible fixed assets | ( |
( |
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Cash used in investing activities | ( |
( |
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Financing activities | |||||
Equity dividends paid | ( |
- | |||
Cash used in financing activities | ( |
- | |||
Net cash generated | |||||
Cash generated by operating activities | |||||
Cash used in investing activities | ( |
( |
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Cash used in financing activities | ( |
- | |||
Net cash generated | 17 | ||||
Cash and cash equivalents at 1 January | 2,163,486 | 677,510 | |||
Cash and cash equivalents at 31 December | 6,160,920 | 2,163,486 | |||
Cash and cash equivalents comprise: | |||||
Cash at bank | |||||
Adela Energy Limited | ||||||||
Notes to the Accounts | ||||||||
for the year ended 31 December 2021 | ||||||||
1 | Summary of significant accounting policies | |||||||
Basis of preparation | ||||||||
Going concern | ||||||||
The Company continues to perform in line with its business plan and the directors expect this to be the case in the future. The business plan, operating model and forecasts demonstrate that the Company is expected to meet its liabilities as they fall due. Therefore, the directors are content that the going concern basis of preparation is appropriate. | ||||||||
Turnover | ||||||||
Where goods are sold, turnover represents net invoiced sales, excluding VAT. Where income is derived from performing a service or from grid balancing it is recognised in the period in which the Company obtains a right to consideration. |
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Intangible fixed assets | ||||||||
Taxation | ||||||||
Provisions | ||||||||
Foreign currency translation | ||||||||
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Distributions to equity holders | ||||||||
Dividends and other distributions to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved and become a legally binding liability. These amounts are recognised in the statement of changes in equity. | ||||||||
2 | Critical accounting estimates and judgements | |||||||
Other sources of estimation uncertainty Useful lives of intangible tangible fixed assets Amortisation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the Company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are periodically reviewed and should management's assessment of useful lives shorten then amortisation charges in the financial statements would increase and carrying amounts of intangible fixed assets would reduce accordingly. The carrying amount of intangible fixed assets by each class is included in note 8. |
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3 | Analysis of turnover | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Sale of electricity | ||||||||
Services rendered | ||||||||
By geographical market: | ||||||||
UK | ||||||||
4 | Operating profit | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
This is stated after charging: | ||||||||
Amortisation of intangible fixed assets | ||||||||
Auditors' remuneration for audit services | - | |||||||
5 | Staff costs | 2021 | 2020 | |||||
Number | Number | |||||||
Unaudited | ||||||||
Average number of employees during the year | ||||||||
6 | Interest payable | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Bank loans and overdrafts | - | |||||||
Other loans | ||||||||
7 | Taxation | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Analysis of charge in period | ||||||||
Current tax: | ||||||||
UK corporation tax on profits of the period | ||||||||
Deferred tax: | ||||||||
Origination and reversal of timing differences | ( |
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Tax on profit on ordinary activities | ||||||||
Factors affecting tax charge for period | ||||||||
The differences between the tax charge for the period and the standard rate of corporation tax are explained as follows: | ||||||||
2021 | 2020 | |||||||
£ | £ | |||||||
Unaudited | ||||||||
Profit on ordinary activities before tax | ||||||||
£ | £ | |||||||
Profit on ordinary activities multiplied by the standard rate of corporation tax | ||||||||
Effects of: | ||||||||
Expenses not deductible for tax purposes | - | ( |
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Tax charge for period | ||||||||
Factors that may affect future tax charges | ||||||||
8 | Intangible fixed assets | £ | ||||||
Software development: | ||||||||
Cost | ||||||||
At 1 January 2021 | ||||||||
Additions | ||||||||
At 31 December 2021 | ||||||||
Amortisation | ||||||||
At 1 January 2021 | ||||||||
Provided during the year | ||||||||
At 31 December 2021 | ||||||||
Carrying amount | ||||||||
At 31 December 2021 | ||||||||
At 31 December 2020 | ||||||||
9 | Debtors | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Trade debtors | - | |||||||
Other debtors | ||||||||
Accrued income | ||||||||
10 | Creditors: amounts falling due within one year | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Trade creditors | ||||||||
Loan from shareholders | - | |||||||
Corporation tax | ||||||||
Other creditors | ||||||||
Accruals and deferred income | ||||||||
11 | Creditors: amounts falling due after one year | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Loan from shareholders | - | |||||||
- | ||||||||
Each of the shareholders has provided a loan of £1,000,000 on which interest is charged at a rate of 10%. Repayment is due in December 2025. | ||||||||
12 | Deferred taxation | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Accelerated capital allowances | ||||||||
2021 | 2020 | |||||||
£ | £ | |||||||
Unaudited | ||||||||
At 1 January | - | |||||||
(Credited)/charged to the profit and loss account | ( |
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At 31 December | ||||||||
13 | Share capital | Nominal | 2021 & 2020 | 2021 | 2020 | |||
value | Number | £ | £ | |||||
Unaudited | ||||||||
Allotted, called up and fully paid: | ||||||||
£ |
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£ |
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A and B ordinary shares rank pari passu in respect of voting, dividends and distributions on a winding up. | ||||||||
14 | Profit and loss account | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
At 1 January | ||||||||
Profit for the financial year | ||||||||
Dividends | ( |
- | ||||||
At 31 December | ||||||||
15 | Dividends | 2021 | 2020 | |||||
£ | £ | |||||||
Unaudited | ||||||||
Dividends on ordinary shares (note 14) | - | |||||||
During the year interim dividends totalling £1,350,000 were paid on the A and B ordinary shares. No final dividend is proposed. | ||||||||
16 | Related party transactions | |||||||
At the end of the year each of the shareholders had loaned the Company £1,000,000 (2020: £250,000) and in the year had charged the Company £28,699 of interest (2020: £25,068). In the year the Company purchased £58,637,832 (2020: £20,105,044) of electricity for resale from companies within the same group as MPR and charged fees relating to asset optimisation of £4,336,703 (2020: £1,661,696). |
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17 | Net debt reconciliation | |||||||
Cash | Loan from shareholders | Total | ||||||
£ | £ | |||||||
As at 1 January 2021 | 2,163,486 | 500,000 | 2,663,486 | |||||
Cash flows | 3,997,434 | 3,997,434 | ||||||
Other non-cash changes | 1,500,000 | 1,500,000 | ||||||
As at 31 December 2021 | 6,160,920 | 2,000,000 | 8,160,920 | |||||
18 | Presentation currency | |||||||
19 | Legal form of entity and country of incorporation | |||||||
Adela Energy Limited is a private company limited by shares and incorporated in England. | ||||||||
20 | Principal place of business | |||||||
The address of the company's principal place of business and registered office is: | ||||||||
Strelley Hall | ||||||||
Main Street | ||||||||
Strelley | ||||||||
Nottingham | ||||||||
NG8 6PE |