Catfoss Renewables Limited - Limited company accounts 18.1d

REGISTERED NUMBER: 09175861 (England and Wales)

Report of the Directors and

Unaudited Consolidated Financial Statements

for the Period 1 July 2016 to 31 December 2017

for

Catfoss Renewables Limited

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Other Comprehensive Income

4

Consolidated Balance Sheet

5

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

7

DIRECTORS:

A. P. Foreman

N. R. King

P. G. Bentham

REGISTERED OFFICE:

Tickton Hall

Tickton

Beverley

East Yorkshire

HU17 9RX

REGISTERED NUMBER:

09175861 (England and Wales)

ACCOUNTANTS:

ESR Accountancy Limited

Tickton Hall

Tickton

Beverley

East Yorkshire

HU17 9RX

The directors present their report with the financial statements of the company and the group for the period

1 July 2016 to 31 December 2017.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2016 to the date of this report.

A. P. Foreman

N. R. King

P. G. Bentham

Other changes in directors holding office are as follows:

I. S. Robson - resigned 26 September 2016

DONATIONS AND EXPENDITURE

The company made £20,000 of charitable donations during the year.

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

small companies.

ON BEHALF OF THE BOARD:

A. P. Foreman - Director

4 May 2018

TURNOVER

635,607

-

Cost of sales

1,909,882

(34,914

)

GROSS (LOSS)/PROFIT

(1,274,275

)

34,914

Distribution costs

113,086

43,865

Administrative expenses

1,638,555

654,676

1,751,641

698,541

(3,025,916

)

(663,627

)

Other operating income

71,696

-

OPERATING LOSS

4

(2,954,220

)

(663,627

)

Interest payable and similar expenses

5

4,660,933

1,706,547

LOSS BEFORE TAXATION

(7,615,153

)

(2,370,174

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL PERIOD

(7,615,153

)

(2,370,174

)

Loss attributable to:

Owners of the parent

(7,615,153

)

(2,370,174

)

LOSS FOR THE PERIOD

(7,615,153

)

(2,370,174

)

OTHER COMPREHENSIVE INCOME

Unrealised surplus on revaluations

6,000,000

11,576,444

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

6,000,000

11,576,444

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(1,615,153

)

Prior year adjustment

(13,137

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

9,193,133

Total comprehensive income attributable to:

Owners of the parent

(1,615,153

)

9,193,133

FIXED ASSETS

Intangible assets

7

2,290,203

2,427,969

Tangible assets

8

21,645,539

14,307,049

Investments

9

-

-

23,935,742

16,735,018

CURRENT ASSETS

Debtors

10

120,876

1,061,306

Cash at bank

27

59,403

120,903

1,120,709

CREDITORS

Amounts falling due within one year

11

17,775,948

10,025,335

NET CURRENT LIABILITIES

(17,655,045

)

(8,904,626

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,280,697

7,830,392

CREDITORS

Amounts falling due after more than one year

12

65,458

-

NET ASSETS

6,215,239

7,830,392

CAPITAL AND RESERVES

Called up share capital

100

100

Revaluation reserve

14

17,576,444

11,576,444

Retained earnings

(11,361,305

)

(3,746,152

)

SHAREHOLDERS' FUNDS

6,215,239

7,830,392

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for

the period ended 31 December 2017.

The members have not required the company and the group to obtain an audit of its financial statements for the

period ended 31 December 2017 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

(b)

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

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006

relating to small companies.

The financial statements were approved by the Board of Directors on 25 April 2018 and were signed on its behalf by:

A. P. Foreman - Director

FIXED ASSETS

Intangible assets

7

-

-

Tangible assets

8

111,246

-

Investments

9

6,532,220

6,383,712

6,643,466

6,383,712

CURRENT ASSETS

Debtors

10

1,081,567

1,277,152

Cash at bank

16

35,619

1,081,583

1,312,771

CREDITORS

Amounts falling due within one year

11

13,412,417

9,526,422

NET CURRENT LIABILITIES

(12,330,834

)

(8,213,651

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(5,687,368

)

(1,829,939

)

CREDITORS

Amounts falling due after more than one year

12

65,458

-

NET LIABILITIES

(5,752,826

)

(1,829,939

)

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(5,752,926

)

(1,830,039

)

SHAREHOLDERS' FUNDS

(5,752,826

)

(1,829,939

)

Company's loss for the financial year

(3,922,887

)

(1,828,834

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2017.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2017 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

(b)

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

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 25 April 2018 and were signed on its behalf by:

A. P. Foreman - Director

1.	STATUTORY INFORMATION

Catfoss Renewables 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

These are the first financial statements after transitioning to FRS from the previous financial reporting

framework. The transition had no affect on the financial position or performance of the company, only

disclosure. No reconciliations are required of its equity at the date of transition or for the end of the latest

period presented in the company's most recent financial statements determined in accordance with its

previous financial reporting framework. No reconciliation of the profit determined in accordance with its

previous financial reporting framework for the latest period in the company's most recent annual financial

statements to its profit determined in accordance with FRS reporting for the same period is required.

This position includes a consideration that no deferred tax is required to be accounted for on revaluation since

unrelieved tax losses are substantially more than any potential deferred tax liability.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts,

rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2015, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

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

Land and buildings

-

not provided

Plant and machinery etc

-

10% on cost

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 11 (2016 - 5 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

Period

Period

1.7.16

1.9.15

to

to

31.12.17

30.6.16

£

£

Goodwill amortisation

286,274

269,774

Penalties and fines

-

1,150

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

The group parent company, Catfoss Renewables Limited, suffered expensive interest on short term funding

loans. The directors would express that they do not consider this a normal trading expense.

6.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not

presented as part of these financial statements.

7.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 July 2016

2,697,743

Additions

148,508

At 31 December 2017

2,846,251

AMORTISATION

At 1 July 2016

269,774

Charge for period

286,274

At 31 December 2017

556,048

NET BOOK VALUE

At 31 December 2017

2,290,203

At 30 June 2016

2,427,969

8.	TANGIBLE FIXED ASSETS

Group

Freehold

Plant and

property

machinery

Totals

£

£

£

COST OR VALUATION

At 1 July 2016

8,082,000

6,807,049

14,889,049

Additions

-

1,338,490

1,338,490

Revaluations

6,000,000

-

6,000,000

At 31 December 2017

14,082,000

8,145,539

22,227,539

DEPRECIATION

At 1 July 2016

and 31 December 2017

582,000

-

582,000

NET BOOK VALUE

At 31 December 2017

13,500,000

8,145,539

21,645,539

At 30 June 2016

7,500,000

6,807,049

14,307,049

Cost or valuation at 31 December 2017 is represented by:

Freehold

Plant and

property

machinery

Totals

£

£

£

Valuation in 2017

6,000,000

-

6,000,000

Valuation in 2016

6,000,000

-

6,000,000

Valuation in 2015

-

5,576,445

5,576,445

Cost

2,082,000

2,569,094

4,651,094

14,082,000

8,145,539

22,227,539

If freehold property had not been revalued it would have been included at the following historical cost:

31.12.17

30.6.16

£

£

Cost

2,082,000

2,082,000

Aggregate depreciation

582,000

582,000

Value of land in freehold land and buildings

1,500,000

1,500,000

Freehold land and buildings were valued on an open market basis on 25 May 2016 by Lambert Smith Hampton

.

Subsidiary assets, the Gateshead Battery Energy Storage Project and Gateshead Reserve Power Project were

valued on 3rd November, 2017 by independent commercial valuers Jones Lang LaSalle Limited. They

provided a current market value of the Project in Gateshead, Newcastle which has existing planning consent

and is deemed to be 'construction ready'.

Company

Plant and

machinery

£

COST

Additions

111,246

At 31 December 2017

111,246

NET BOOK VALUE

At 31 December 2017

111,246

9.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 July 2016

6,383,712

Additions

148,508

At 31 December 2017

6,532,220

NET BOOK VALUE

At 31 December 2017

6,532,220

At 30 June 2016

6,383,712

The group or the company's investments at the Balance Sheet date in the share capital of companies include

the following:

Subsidiaries

Graphite Enterprises (DEP) Limited

Registered office:

Nature of business: Land management

%

Class of shares:

holding

Ordinary

100.00

31.12.17

30.6.16

£

£

Aggregate capital and reserves

13,492,115

7,492,165

Loss for the period

(50

)

(7,835

)

Graphite Resources (DEP) Limited

Registered office:

Nature of business: Waste recycling

%

Class of shares:

holding

Ordinary

100.00

31.12.17

30.6.16

£

£

Aggregate capital and reserves

2,797,881

6,203,821

Loss for the period

(3,405,940

)

(309,217

)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.17

30.6.16

31.12.17

30.6.16

£

£

£

£

Trade debtors

30,915

40,732

-

60,024

Amounts owed by group undertakings

-

-

1,049,426

323,017

Other debtors

-

66,939

-

66,749

VAT

23,780

14,912

32,041

39,218

Called up share capital not paid

100

100

100

100

Prepayments

66,081

938,623

-

788,044

120,876

1,061,306

1,081,567

1,277,152

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.17

30.6.16

31.12.17

30.6.16

£

£

£

£

Other loans

12,680,000

-

10,350,000

-

Hire purchase contracts

21,820

-

21,820

-

Trade creditors

385,474

453,415

51,026

111,156

Amounts owed to associates

3,243,763

-

2,108,846

-

Social security and other taxes

84,412

6,856

-

-

Other creditors

-

8,994,978

-

8,994,359

Net wages control account

-

1,200

-

-

Directors' current accounts

939,087

493,062

782,725

420,907

Accrued expenses

421,392

75,824

98,000

-

17,775,948

10,025,335

13,412,417

9,526,422

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

31.12.17

30.6.16

31.12.17

30.6.16

£

£

£

£

Hire purchase contracts

65,458

-

65,458

-

13.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

31.12.17

30.6.16

31.12.17

30.6.16

£

£

£

£

Hire purchase contracts

87,278

-

-

-

-

-

87,278

-

87,278

-

87,278

-

14.

RESERVES

Group

Revaluation

reserve

£

At 1 July 2016

11,576,444

Increase in the period

6,000,000

At 31 December 2017

17,576,444

15.	CONTINGENT LIABILITIES

The Company has given a guarantee of £450,000 under a share purchase agreement between companies

controlled by two of the Companies directors, namely AP Foreman and PG Bentham, dated 22nd December

2017.

The Company has given a guarantee upon successful refinancing of the Catfoss Renewables Limited group to

pay PG Bentham £500,000. With accrued interest the balance due at the balance sheet date was £640,000.