ACCOUNTS - Final Accounts

9-month Period ended 31 December 2021

Unaudited 12-month Year ended 31 March 2021

BESS HOLDCO 4 LIMITED - Company Information

Caseware UK (AP4) 2021.0.152 2021.0.152 2021-12-312021-12-31true2021-01-01truetruetruetruetrue33truefalse 10942365 2021-01-01 2021-12-31 10942365 2020-01-01 2020-12-31 10942365 2021-12-31 10942365 2020-12-31 10942365 c:Director1 2021-01-01 2021-12-31 10942365 c:Director2 2021-01-01 2021-12-31 10942365 c:Director3 2021-01-01 2021-12-31 10942365 c:RegisteredOffice 2021-01-01 2021-12-31 10942365 d:CurrentFinancialInstruments 2021-12-31 10942365 d:CurrentFinancialInstruments 2020-12-31 10942365 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 10942365 d:CurrentFinancialInstruments d:WithinOneYear 2020-12-31 10942365 d:UKTax 2021-01-01 2021-12-31 10942365 d:UKTax 2020-01-01 2020-12-31 10942365 d:ShareCapital 2021-12-31 10942365 d:ShareCapital 2020-12-31 10942365 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 10942365 d:RetainedEarningsAccumulatedLosses 2021-12-31 10942365 d:RetainedEarningsAccumulatedLosses 2020-01-01 2020-12-31 10942365 d:RetainedEarningsAccumulatedLosses 2020-12-31 10942365 d:RetainedEarningsAccumulatedLosses 2020-01-01 10942365 c:OrdinaryShareClass1 2021-01-01 2021-12-31 10942365 c:OrdinaryShareClass1 2021-12-31 10942365 c:OrdinaryShareClass1 2020-12-31 10942365 c:EntityNoLongerTradingButTradedInPast 2021-01-01 2021-12-31 10942365 c:FRS102 2021-01-01 2021-12-31 10942365 c:Audited 2021-01-01 2021-12-31 10942365 c:FullAccounts 2021-01-01 2021-12-31 10942365 c:PrivateLimitedCompanyLtd 2021-01-01 2021-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 10942365

BESS HOLDCO 4 LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE 9-MONTH PERIOD ENDED 31 DECEMBER 2021

BESS HOLDCO 4 LIMITED

COMPANY INFORMATION

DIRECTORS	N. D. Beatty
	J. E. S. Basden
	S. G. C. Meersman


REGISTERED NUMBER	10942365


REGISTERED OFFICE	Burdett House
	15-16 Buckingham Street
	London
	WC2N 6DU


INDEPENDENT AUDITORS	Wilder Coe Ltd
	Chartered Accountants & Statutory Auditors
	1st Floor Sackville House
	143-149 Fenchurch Street
	London
	EC3M 6BL

BESS HOLDCO 4 LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Income and Retained Earnings	7
Balance Sheet	8
Notes to the Financial Statements	9 - 12

BESS HOLDCO 4 LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2021

The directors present their report and the audited financial statements for the 9-month period ended 31 December 2021.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent; 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 to 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.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

PRINCIPAL ACTIVITY

The principal activity of the Company was that of a holding company.

DIRECTORS

The directors who served during the period were:

N. D. Beatty

J. E. S. Basden

S. G. C. Meersman

Page 1

BESS HOLDCO 4 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2021

AUDITORS

The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 10 March 2023 and signed on its behalf.

N. D. Beatty

Director

Page 2

BESS HOLDCO 4 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BESS HOLDCO 4 LIMITED

OPINION

We have audited the financial statements of BESS Holdco 4 Limited (the 'Company') for the period ended 31 December 2021, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, 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).

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 result for the period 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.

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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.

OTHER MATTERS
The financial statements of BESS Holdco 4 Limited for the year ended 31 March 2021 were not audited and thus the corresponding figures disclosed in these financial statements are unaudited.

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.

Page 3

BESS HOLDCO 4 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BESS HOLDCO 4 LIMITED (CONTINUED)

OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

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

∙the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

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 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.

Page 4

BESS HOLDCO 4 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BESS HOLDCO 4 LIMITED (CONTINUED)

AUDITORS' 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 Auditors' 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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:

∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax and distributable profits legislation.

∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Page 5

BESS HOLDCO 4 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BESS HOLDCO 4 LIMITED (CONTINUED)

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 Auditors' 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.

Caryl King BSc ACA (Senior Statutory Auditor)

for and on behalf of

Wilder Coe Ltd

Chartered Accountants & Statutory Auditors

1st Floor Sackville House

143-149 Fenchurch Street

London

EC3M 6BL

10 March 2023

Page 6

BESS HOLDCO 4 LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE PERIOD ENDED 31 DECEMBER 2021

	9-month Period ended 31 December 2021	Unaudited 12-month Year ended 31 March 2021
Note	£	£

Administrative expenses		-	(2,000)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION		-	(2,000)
Taxation on loss on ordinary activities	3	-	-
LOSS FOR THE FINANCIAL PERIOD/YEAR		-	(2,000)

Retained loss at the beginning of the period/year	(7,250)	(5,250)
Loss for the period/year	-	(2,000)
RETAINED LOSS AT THE END OF THE PERIOD/YEAR	(7,250)	(7,250)

The notes on pages 9 to 12 form part of these financial statements.

Page 7

BESS HOLDCO 4 LIMITED

REGISTERED NUMBER: 10942365

BALANCE SHEET

AS AT 31 DECEMBER 2021

		31 December 2021		Unaudited 31 March 2021
Note		£		£

CURRENT ASSETS
Debtors	4	-		910,740
Creditors: amounts falling due within one year	5	(7,249)		(917,989)

NET LIABILITIES			(7,249)		(7,249)

CAPITAL AND RESERVES
Allotted, called up and fully paid share capital	1	1
Profit and loss account	(7,250)	(7,250)
EQUITY SHAREHOLDERS' DEFICIT	(7,249)	(7,249)

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 March 2023.

N. D. Beatty

Director

The notes on pages 9 to 12 form part of these financial statements.

Page 8

BESS HOLDCO 4 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

1.	GENERAL INFORMATION

BESS Holdco 4 Limited (company number: 10942365), having its registered office and principal place of business at Burdett House, 15-16 Buckingham Street, London, WC2N 6DU, is a private limited company incorporated in England and Wales.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

These financial statements have been prepared for the period 1 April 2021 to 31 December 2021 to align the accounting period end with the wider group.

2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Zenobe Energy Limited as at 31 December 2021 and these financial statements may be obtained from the address given in note 9.

2.3

GOING CONCERN

At the period end, the Company had net liabilities of £7,249 (31 March 2021: £7,249) and incurred a loss of £Nil (year ended 31 March 2021: £2,000) during the period ended 31 December 2021.
The Company is reliant on the support of the intermediate parent company, Zenobe Energy Limited. The directors of the Company are of the opinion that this support will continue.
The Company should, therefore, be able to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other entities for financial support, the directors acknowledge that there can be no certainty that this support will continue, although at the date of these financial statements, they have no reason to believe that it will not do so.
On this basis, the directors believe that it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

Page 9

BESS HOLDCO 4 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

2.4

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.

2.5

CREDITORS

Short-term creditors are measured at the transaction price.

2.6

TAXATION

Tax is recognised in the Statement of Income and Retained Earnings.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the United Kingdom where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Page 10

BESS HOLDCO 4 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

Current tax on losses for the period/year

Loss on ordinary activities before tax

(2,000)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)	-	(380)
EFFECTS OF:
Creation of tax losses	-	380
TOTAL TAX CHARGE FOR THE PERIOD/YEAR	-	-

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The Company has trading losses of £7,250 for the period ended 31 December 2021 (year ended 31 March 2021: £7,250) to carry forward and offset against future trading profits.

DEBTORS

					31 December 2021	Unaudited 31 March 2021
					£	£

DUE WITHIN ONE YEAR
Amounts owed by group undertakings	-	910,740

Page 11

BESS HOLDCO 4 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2021

5.	CREDITORS: Amounts falling due within one year
		31 December 2021	Unaudited 31 March 2021
		£	£

Amounts owed to group undertakings	7,249	915,989
Accruals and deferred income	-	2,000
	7,249	917,989

6.	SHARE CAPITAL
		2021	2020
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

1 (31 March 2021- 1) Ordinary share of £1.00	1	1

7.	RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption in FRS 102 Section 33.1A not to disclose transactions between wholly-owned members of a group.

Page 12