Solar Century Africa Limited - Limited company accounts 23.2

REGISTERED NUMBER: 12467417 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2022

for

Solar Century Africa Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Profit or Loss and Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

DIRECTORS:

F Kabalan

C Jarmouni

J De Carteret

REGISTERED OFFICE:

12-14 Ansdell Street

London

W8 5BN

REGISTERED NUMBER:

12467417 (England and Wales)

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2022.

FUTURE DEVELOPMENTS

In February 2022, the Russian government commenced a war against the people of Ukraine, resulting in a humanitarian crisis and significant disruption to financial, energy and commodity markets. A number of countries, including, the United States of America, European Union, Switzerland and United Kingdom imposed a series of sanctions against the Russian government, various companies, and certain individuals. As of the date of these financial statements the sanctions introduced have not directly affected the company's business but have resulted to major disruptions in the oil and energy markets. As of 31 December 2022, the company did not have any exposure to Russia and Ukraine.

Furthermore, the company did not have any activity in Russia and Ukraine. The company complies with all sanctions applicable to its business activities and will continue to monitor the development of the situation.

Except for the above, there are no other significant events that have occurred between year-end 2022 and the date on which the Directors approved and authorized these financial statements for issue which could have a material impact.

DIRECTORS

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

J S Grewall

F Kabalan

C Jarmouni

Other changes in directors holding office are as follows:

J De Carteret was appointed as a director after 31 December 2022 but prior to the date of this report.

J S Grewall ceased to be a director after 31 December 2022 but prior to the date of this report.

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 UK-adopted international accounting standards. 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director 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 auditors are aware of that information.

AUDITORS

The auditors, Sumer Audit, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

F Kabalan - Director

22 December 2023

Opinion

We have audited the financial statements of Solar Century Africa Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 set out on page two, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. 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 increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;

- Reviewing the Company's legal costs to check for non-compliance with laws and regulations and fraud;

- Review of tax compliance with the involvement of our tax specialists in the audit;

- Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of expenses;

- Testing transactions entered into outside of the normal course of the Company's business; and

- Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals with round numbers.

There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

David Iain Black (Senior Statutory Auditor)

for and on behalf of Sumer Audit

Statutory Auditors

Hermes House

Fire Fly Avenue

Swindon

Wiltshire

SN2 2GA

22 December 2023

CONTINUING OPERATIONS

Revenue

1,857,174

-

Administrative expenses

(1,873,347

)

(706,898

)

OPERATING LOSS

(16,173

)

(706,898

)

Finance costs

4

(44,151

)

(2,788

)

LOSS BEFORE INCOME TAX

5

(60,324

)

(709,686

)

Income tax

6

-

-

LOSS FOR THE YEAR

(60,324

)

(709,686

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(60,324

)

(709,686

)

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

7

33,032

27,752

Investments

8

17,723

35,447

50,755

63,199

CURRENT ASSETS

Trade and other receivables

9

1,864,233

35,811

Cash and cash equivalents

10

61,001

14,223

1,925,234

50,034

TOTAL ASSETS

1,975,989

113,233

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

11

1,000

1

Retained earnings

12

(770,010

)

(709,686

)

TOTAL EQUITY

(769,010

)

(709,685

)

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

13

366,505

454,368

CURRENT LIABILITIES

Trade and other payables

13

2,378,494

368,550

TOTAL LIABILITIES

2,744,999

822,918

TOTAL EQUITY AND LIABILITIES

1,975,989

113,233

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2023 and were signed on its behalf by:

F Kabalan - Director

C Jarmouni - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2021

1

-

1

Changes in equity

Total comprehensive income

-

(709,686

)

(709,686

)

Balance at 31 December 2021

1

(709,686

)

(709,685

)

Changes in equity

Issue of share capital

999

-

999

Total comprehensive income

-

(60,324

)

(60,324

)

Balance at 31 December 2022

1,000

(770,010

)

(769,010

)

Cash flows from operating activities

Cash generated from operations

1

83,815

81,961

Interest paid

(44,151

)

(2,788

)

Net cash from operating activities

39,664

79,173

Cash flows from investing activities

Purchase of tangible fixed assets

(11,609

)

(29,504

)

Purchase of fixed asset investments

-

(35,449

)

Sale of fixed asset investments

17,724

2

Net cash from investing activities

6,115

(64,951

)

Cash flows from financing activities

Share issue

999

-

Net cash from financing activities

999

-

Increase in cash and cash equivalents

46,778

14,222

Cash and cash equivalents at beginning of year

2

14,223

1

Cash and cash equivalents at end of year

2

61,001

14,223

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2022

2021

£

£

Loss before income tax

(60,324

)

(709,686

)

Depreciation charges

6,329

1,752

Finance costs

44,151

2,788

(9,844

)

(705,146

)

Increase in trade and other receivables

(1,828,422

)

(35,811

)

Increase in trade and other payables

1,922,081

822,918

Cash generated from operations

83,815

81,961

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2022

31.12.22

1.1.22

£

£

Cash and cash equivalents

61,001

14,223

Year ended 31 December 2021

31.12.21

1.1.21

£

£

Cash and cash equivalents

14,223

1

1.	STATUTORY INFORMATION

Solar Century Africa 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.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going Concern

For the year ended 31 December 2022 the company incurred a loss of £60,324 (2021: £709,686): As at 31 December 2022 the company had total negative equity of £769,010 (2021: £709,685): The management of the company has assessed its ability to continue as a going concern and deems that the going concern assertion is appropriate, as the company has access to continuous support from its parent company.

Preparation of consolidated financial statements

The financial statements contain information about Solar Century Africa Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepared consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, BB Energy Group Holding DIFC, a company registered in Dubai.

Changes in accounting policies

There have been no changes or amendments to standards that the company needed to apply for the first time for its annual reporting period commencing 1 January 2022.

Certain new accounting standards and interpretations have been published that are not mandatory for 31

December 2022 reporting periods and have not been early adopted by the company. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for goods and

servicesprovided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of

completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Financial assets

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market. They are included in current assets, except for maturities greater than 12 months

after the end of the reporting period. These are classified as non-current assets. The Company's loans and

receivables comprise 'trade and other receivables' and 'cash at bank and in hand'.

Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the

Company commits to purchase or sell the asset. Financial assets are initially recognised at fair value plus

transaction costs for all financial assets not carried at fair value through profit or loss.

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a

legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or

realise the asset and settle the liability simultaneously.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on straight line basis

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies

Foreign currency translations are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of

comprehensive income.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Share capital

Share capital comprises ordinary shares. Ordinary shares are classified as equity. Incremental costs directly

attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

3.	EMPLOYEES AND DIRECTORS

2022

2021

£

£

Wages and salaries

954,776

373,559

Social security costs

128,184

49,168

Other pension costs

33,204

11,312

1,116,164

434,039

The average number of employees during the year was as follows:

2022

2021

Staff

8

6

2022

2021

£

£

Directors' remuneration

-

-

4.	NET FINANCE COSTS

2022

2021

£

£

Finance costs:

Loan

44,151

2,788

5.	LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:

2022

2021

£

£

Depreciation - owned assets

6,329

1,752

Auditors' remuneration

5,000

5,000

Foreign exchange differences

143,963

13,198

6.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021.

7.	PROPERTY, PLANT AND EQUIPMENT

Plant and

machinery

£

COST

At 1 January 2022

29,504

Additions

11,609

At 31 December 2022

41,113

DEPRECIATION

At 1 January 2022

1,752

Charge for year

6,329

At 31 December 2022

8,081

NET BOOK VALUE

At 31 December 2022

33,032

At 31 December 2021

27,752

8.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2022

35,447

Disposals

(17,724

)

At 31 December 2022

17,723

NET BOOK VALUE

At 31 December 2022

17,723

At 31 December 2021

35,447

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Solar Century Mozambique Limited

Registered office: Avenida 24 de Julho, number 7, District Kampfumo, Maputo city, Mozambique

Nature of business: Renewable energy development

%

Class of shares:

holding

Ordinary

99.00

2022

2021

£

£

Aggregate capital and reserves

17,723

17,723

9.	TRADE AND OTHER RECEIVABLES

2022

2021

£

£

Current:

Amounts owed by group undertakings

1,784,263

28,143

Other debtors

17,824

1

VAT

43,598

-

Prepayments and accrued income

18,548

7,667

1,864,233

35,811

10.	CASH AND CASH EQUIVALENTS

2022

2021

£

£

Bank accounts

61,001

14,223

11.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2022

2021

value:

£

£

1

Share capital 1

1

1,000

1

The Ordinary shares rank equally with regards to voting right, dividends and distribution on winding up or other repayments of capital. There are no restrictions attached to the shares.

12.

RESERVES

Retained

earnings

£

At 1 January 2022

(709,686

)

Deficit for the year

(60,324

)

At 31 December 2022

(770,010

)

13.	TRADE AND OTHER PAYABLES

2022

2021

£

£

Current:

Trade creditors

13,287

21,185

Amounts owed to group undertakings

2,060,135

182,691

Social security and other taxes

35,403

18,696

Other creditors

133

3,833

Accruals and deferred income

269,536

142,145

2,378,494

368,550

Non-current:

Amounts owed to group undertakings

366,505

454,368

Aggregate amounts

2,744,999

822,918

Included within amounts owed to group undertakings within one year is a loan of £366,505 (2021: £454,368) the full amount is repayable by 31 December 2023 and carries interest at 3%, the loan in unsecured.

14.	FINANCIAL INSTRUMENTS

Financial Instruments by category

At 31 December 2022

Financial assets at amortised cost

At fair value through profit & loss

Liabilities at amortised cost

Total

£

£

£

£

Financial assets

Trade and other receivables

1,802,687

-

-

1,802,687

Cash at bank and in hand

61,001

-

-

61,001

Financial liabilities

Trade and other payables

-

-

(2,439,928

)

(2,461,090

)

1,863,688

-

(2,439,928

)

(576,240

)

At 31 December 2021

Loans and receivables

At fair value through profit & loss

Liabilities at amortised cost

Total

£

£

£

£

Financial assets

Trade and other receivables

28,144

-

-

28,144

Cash at bank and in hand

14,223

-

-

14,223

Financial liabilities

Trade and other payables

-

-

(800,622

)

(800,622

)

42,367

-

(800,622

)

(758,255

)

15.	RELATED PARTY DISCLOSURES

The company's immediate parent is BB Energy Renewable Division (RED) Pte Ltd (incorporated in Singapore) which holds 100% of the company's shares. The ultimate parent is BB Energy Group Holding DIFC (incorporated in Dubai). There is no individual controlling party.

Related parties include the ultimate parent, BB Energy Group Holding DIFC and affiliates. The company receives financial support for its operation from affiliated companies. During the year the company received recharges from related entities of £1,634,673 (2021: £623,205). At the year end the company had outstanding balances owed to the affiliates and other related party companies of £2,426,640 (2021: £623,205). During the year the company issued recharges to related entities of £1,756,120 (2021: £28,143). At the year end the company had outstanding balances owed from the affiliates and other related party companies of £1,784,263 (2021: £28,143).