Company Registration No. 02225820 (England and Wales)
Gas Strategies Group Limited
Annual report and financial statements
for the year ended 31 December 2022
Gas Strategies Group Limited
Company information
Directors
David Mauro
Clare Spottiswoode
Patrick Breen
Christopher Levell
(Appointed 26 July 2022)
Secretary
Patrick Breen
Company number
02225820
Registered office
10 St Bride Street
London
EC4A 4AD
Independent auditors
Saffery Champness LLP
71 Queen Victoria Street
London
EC4V 4BE
Gas Strategies Group Limited
Contents
Page
Strategic report
1 - 7
Directors' report
8 - 9
Independent auditor's report
10 - 14
Statement of comprehensive income
15
Statement of financial position
16
Statement of changes in equity
17
Statement of cash flows
18
Notes to the financial statements
19 - 29
Gas Strategies Group Limited
Strategic report
For the year ended 31 December 2022
Page 1
The directors present the strategic report for the year ended 31 December 2022.
Principal activities
During 2022 the principal activities of the group continued to be consulting services to the global energy industry, supported by supplementary service lines of management training and the provision of information services to that client base.
Development and performance of the business
Highlights
Gas Strategies traded strongly in 2022, with service revenues increasing by 77% to exceed pre-COVID 19 pandemic levels. Strong revenue performance was sustained on a consistent basis across the year on a growth trajectory.
The strong revenue performance was realised through a continuing evolution of the value-add nature of engagements in line with changing client imperatives and the strengthening of the energy transition agenda. The diversity of capabilities and experience in the Gas Strategies talent pool has proved to be a significant differentiator in this challenging environment. We consider that these developments in 2022 provide a strong base for this level of business performance to be sustained and built upon.
Rigorous management disciplines were maintained throughout the year both as regards staffing and overhead cost management. A number of new staff and associate recruits were very successfully integrated into the business, with increasingly strong impact on engagement delivery as the year progressed. Combined with strong revenue performance this enabled achievement of a 31.08% Operating Margin for the year.
Building on the 2022 performance and continuing “client relationship first” focus, we are pleased to report an excellent start to 2023 trading. Revenue and profitability plans have been exceeded in the year to date and the outlook for trading over the coming months is extremely positive.
Business environment
The global energy industry is now some three years into a period of enormous upheaval and uncertainty; for LNG and gas market this has meant three years of significant price volatility and gyrations in supply / demand balance, and the prospect of existential decline in an uncertain timeline. This is a sharp contrast to the largely “business as usual” stability of the preceding 10 plus years.
Contributing factors in these three years have included an initial flood of new LNG capacity and supply coming to the market in early 2020; a rapid coincidence of this excess with a fall back in demand against the sudden onset of COVID-19 pandemic lockdowns; a bounce back in demand as lockdowns eased; and in early 2022, the shock of the Russian invasion of Ukraine and consequential change in the role of Russian pipeline gas supply to Europe. Each of these taken alone would have been a challenging event.
Gas Strategies Group Limited
Strategic report (continued)
For the year ended 31 December 2022
Page 2
At the end of a period of already unprecedented market conditions and record-high prices, Russia's invasion of Ukraine on 24 February 2022 precipitated a global energy crisis with disruptions on several fronts. This has dominated the industry in the year under review. The drastic reduction in Russian gas flows to Europe has made securing physical supply to the markets a top priority for governments, whereas the accompanying escalation in prices has put pressure on household budgets, undermined the competitiveness of major sectors of European industry, boosted inflationary pressures, and may have damaged the credentials of gas as a transitional fuel. Russia, which was the world's largest gas exporter in 2021, has seen its pipeline export business dramatically reduced, and its ambitious plans to expand its LNG exports now seem unlikely to be achieved.
The immediate impact on the markets was reflected in the price movements. TTF, at $28/MMBtu on 23rd February, increased to a record high of $69/MMBtu by 7th March, mostly driven by the significant uncertainty over the continuation of Russian gas exports to Europe. While TTF did fall from those heights over the course of the following two months, by mid-June it had begun rising again – reaching another record high of $90/MMBtu on 25th August. Due to the interconnected nature of the global gas and LNG markets, Asian spot prices were rapidly impacted too - with JKM rising from $29/MMBtu on 23rd February to its own record high of $52/MMBtu (also on 7th March). Panic in the Asian market reflected the possibility that LNG supply to Asia would fall as European LNG imports rose to replace Russian pipeline gas. Similarly to TTF, JKM subsequently fell until mid-June when that trajectory was reversed – another record high of $70/MMBtu was reached on 25th August. TTF and JKM have both fell somewhat from these recent record highs (averaging $37/MMBtu and $32/MMBtu respectively in December 2022), as high storage levels, a mild winter to date and import reductions in China increased confidence that Europe would avoid significant cuts in supply to customers over the winter of 2022/23.
While Europe remains the epicentre of the crisis, its wider ramifications are becoming evident.
Europe
Following the Russian invasion of Ukraine, the European Union moved quickly to set objectives to reduce and then eliminate dependence on Russian gas. Progressive reductions in flow of Russian gas made this process more urgent and culminated in the suspected sabotage of the Nord Stream and Nord Stream 2 pipelines in September, which left only one string of Nord Stream 2 intact.
The cornerstone of Europe's response to the need to manage without Russian gas has been the May 2022 REPowerEU plan which, coupled with measures in the “Fit for 55” decarbonisation proposals, involves a 100 Bcm reduction in Russian imports within one year, 38% from gas demand reduction, 50% through increased LNG imports, and 12% by replacement with other fuels. Individual countries also have their own similar targets, with Germany intending to broadly eliminate Russian gas by mid-2024 and Italy targeting H2 2023. These targets were somewhat overtaken by events, as by October 2022 Germany was, for example, no longer receiving any direct supplies of Russian gas.
Gas Strategies Group Limited
Strategic report (continued)
For the year ended 31 December 2022
Page 3
The central parts of the REPowerEU plan are a diversification of gas imports and a faster reduction in fossil fuel use via increased energy efficiency, accelerated roll-out of renewables, and faster electrification. The plan presents a target for renewables to comprise 45% of total power generation by 2030 (up from the previous target of 40%, and the 2020 actual of 37%). Also suggested is a doubling of the speed of the heat pump roll-out. An increase in biomethane supply to 35 Bcm and the production of 20 Mtpa of green hydrogen is also suggested as a way to save 25 to -50 Bcm of gas by 2030. The biomethane and hydrogen targets are highly ambitious and the downside risk is greater than the upside risk; it is likely that incremental LNG imports from sources other than Russia will need to exceed target if the plan to fully cease imports from Russia before 2030 is to be achieved.
While high prices attracted sufficient LNG to boost European LNG imports by c. 62% year-on-year in the first ten months of 2022, existing North West European terminals were full to capacity. There has therefore been a rush to construct new LNG import facilities, with the first of these, involving two FSRUs at Eemshaven in the Netherlands. Four new terminal locations are planned in Germany – 3 of them being initially developed with FSRUs before a land-based terminal is constructed. The Italian government also provided Snam with a mandate to secure two FSRUs with a combined import capacity of 10 Bcm/year, with planning for their installation being fast-tracked, and with further new import capacity being planned.
Asia
Europe's sharply increased LNG imports in 2022 were achieved largely at the expense of reduced imports in other countries - although assisted also by LNG production increasing by some 5% in the first ten months of 2022. The biggest reductions have been in China, where LNG imports in 2022 were around 19% lower than in 2021, with Indian imports reducing around 16% in the same period.
The combination of extremely high LNG spot prices and their impact on demand is the main mechanism that reduced imports in non-European countries. However, not all LNG importing countries were exposed to the same extent to high spot prices – Japan, for example, imported some 78% of its LNG in 2021 under long-term contracts principally linked to oil prices or to the US Henry Hub price. China, on the other hand, only imported about 54% of its 2021 needs under long-term contracts, while this proportion was 57% for Pakistan and 69% for India.
The large reduction in Chinese LNG imports in 2022 has been a key factor in allowing the LNG market to balance. This reduction has not only been a consequence of high prices: the economic impact of China's zero-Covid policy has also weakened demand. At the same time, China's domestic gas production continues to grow, and pipeline imports from Russia through the Power of Siberia pipeline are ramping up. LNG, as the marginal supply source, was disproportionately affected by this combination of weak demand and increasing pipeline supply.
Gas Strategies Group Limited
Strategic report (continued)
For the year ended 31 December 2022
Page 4
New LNG Investment
Relative to the full chain costs of LNG, import capacity is a relatively small component relative to the costs of the delivered molecule itself. While there have been significant government backed import infrastructure investments, only two new liquefaction projects took FID in 2022 adding some 26 Mtpa of future capacity from 2026 / 27 and backed almost entirely by offtake agreements signed before the Russian invasion of Ukraine. There was not the wave of long term LNG supply contracting that would be necessary to support a corresponding volume of new liquefaction project supply capacity taking FID to replace Russia pipeline supply to Europe or indeed to potentially replace Russia liquefaction capacity under construction the future of which has now become highly uncertain. This is partly due to a hesitance by European buyers to commit to the long term (typically 20 years +) contracts needed to secure offtake from pre-FID projects.
The business impact of this environment for Gas Strategies has largely been as a consequence of price volatility and the unprecedented high values attaching to commercial disputes, even in respect of single LNG cargoes. The swings in market price and changes in the value equation between buyers and sellers have represented an incentive to more aggressive operational practices than those of a more benign environment. This price movement and volatility has also placed significantly greater balance sheet pressure from margin calls on LNG trades which, despite high nominal profits being available, have created demand for support in reassessment of the business commercial value / risk / financing equation of LNG.
High gas prices and the prospects of an opportunity for new gas supply to meet the newly induced supply gap to the mid-2030s has also encouraged prospective resource developments for monetisation. While much EU focus has been placed on the role of US LNG to meet the supply gap, ENI as an example has been an active proponent of a south: north energy alignment between North Africa and Europe to this end. This is complemented with a strengthening of focus in North and sub-Saharan Africa on development and local or regional commercialisation of resources to support own economic development and energy decarbonisation through deeper penetration of gas in the energy mix. Gas Strategies is pleased to be playing a strategic and operational role in the realisation of a number of these projects.
New Energies
While much immediate operational focus for demand side players in 2022 was on addressing the new and sudden challenges of risk to, and then curtailment of, a significant volume of gas supply, the events of the year have also increased focus on the role of lower carbon and non-fossil energy sources. This has been particularly seen as opportunity by potential production / supply projects and infrastructure players – both existing and prospective – to drive investment in and more rapid realisation of their e-fuels project concepts. However by the end of 2022 this remained an unclear and largely prospective area, without much firm commitment by use cases beyond proof of concept stage.
While the realisability of these decarbonisation timelines and phase out of gas and LNG demand has not been established, this has resulted in a new paradigm of uncertain future lifetime for gas and LNG and an equivalent uncertain demand-side uncertainty for those looking to investment in the prospective future alternatives. For Gas Strategies, this has brought engagement opportunities to support existing gas and LNG industry players in strategy and operational change for navigating this environment, and to prospective new energies solution providers in understanding the opportunities for use case demand formation and capture.
Gas Strategies Group Limited
Strategic report (continued)
For the year ended 31 December 2022
Page 5
Overall, 2022 has been a further period of very significant unforeseen change and challenges in business environment for Gas Strategies, our clients and our people. While we recognise the great tragedy and cost to human life and livelihoods that the Russian invasion of Ukraine has been, we appreciate the opportunity and challenge that this provides Gas Strategies and our people to play a significant role in supporting our clients to successfully navigate the great disruption and opportunity which the changing energy environment represents.
Business Performance during 2022
Headline business performance shows a full recovery in revenues to exceed pre-COVID 19 pandemic levels, with year-on-year overall services revenues increased by 77%. Average engagement size increased to a similar extent in the year.
A step up in revenues was maintained consistently throughout 2022, not only in numeric terms but also in the value-adding nature of the services provided. This trajectory was sustained across the year. Staff numbers have been managed judiciously with increasing focus on talent development for greater effectiveness and alignment with the evolving value-add nature of services. Taken together these have contributed to a year-on-year uplift in realised man-day revenues of 14%.
Our Clients
Client work in 2022 was a significant change in mix compared to prior years, in line with the evolving energy environment, specific market issues and the evolution of Gas Strategies' capabilities and business focus. Our business in the year is characterised by a number of aspects:
- Increasing effectiveness of our “client relationship first” focus, where long term relationship focus and investment is delivering deepening support to a number of clients on a consistent year on basis
- Extension of our client engagements in addressing management of the transition of their businesses in line with the opportunities and threats represented by net zero emissions policies being embraced at global, national and corporate levels
- Greater application of the breadth of capabilities in projects where we have been called upon to address integrated value chain commercialisation and realisation across fossil and e-fuels (including and beyond gas and LNG), fuels-to-generation-to-power connectivity, and in new hydrogen and ammonia developments
- Strong flow of expert assessment and expert witness engagements in support of resolution of high value disputes in LNG transactions. Gas Strategies' strength of capability and experience in relation to commercial and operational matters is clearly recognised by industry players and their external counsel
- Maintaining our position as leading global advisors to investors and lenders in the new development and after market for equity and debt in large scale gas and LNG projects
Some highlights of Gas Strategies' consulting engagements in 2022 included:
Gas Strategies Group Limited
Strategic report (continued)
For the year ended 31 December 2022
Page 6
- Appointment to multi-year role providing strategic and implementation support on the energy value chain required to realise the largest global infrastructure project in alignment with the principle of delivering and sustaining zero carbon emissions
- Advising on the technical, regulatory and commercial strategies for assets and operations in the LNG value chain in addressing the challenges and opportunities that may be presented by decarbonisation
- Continuing work for governments, both directly and indirectly. These engagements addressed some cutting edge questions including national gas strategy for a decarbonising world, LNG project restructuring for mature established projects with gas sourcing challenges, new LNG project development in a decarbonising world and gas supply negotiation with LNG projects of IOCs.
- Supporting the lenders to three prospective or existing Pacific Basin LNG projects in their financing and refinancing
- Support to private-equity investors in their pre-FID investment diligence on a number of US LNG projects under development.
- Support to clients in dispute matters: both in formal arbitration driven processes and in commercial support in assessing negotiation approaches for events and positions not well anticipated in original deal structuring and legal drafting of agreements. These appointments have come from strong client and law firm advocacy and recognition of Gas Strategies' expert capabilities.
Key Perfomance Indicators
Gas Strategies Group Limited considers its key performance indicators to be:
Sales Growth – (76.7%; 2021 -28.4%) representing a full recovery in revenues to exceed pre-COVID 19 pandemic levels
Gross Margin – (62.32%; 2021 55.54%) resulting from close alignment of staff numbers with business levels, high staff utilisation rates and retention of pricing policy
Operating Profit – (31.08%; 2021 11.14%) reflecting strong revenues, strong gross margin and tightly controlled overheads.
2023 Business Outlook
The Directors are confident that the step up in business performance achieved in 2022 provides the platform for significant further growth to be achieved in 2023 and beyond. The results already achieved in the first four months of 2023 support this belief, underpinned by the continuing strength of our “client relationship first” approach and the progressive broadening of real experience and track record in addressing the energy transition challenges and opportunities for clients.
Gas Strategies Group Limited
Strategic report (continued)
For the year ended 31 December 2022
Page 7
The Gas Strategies business model, along with our market focus, has progressively evolved over the 37 years since the company was founded. The Directors recognise that continued growth and future success require this even more today with the socio- economic and geo-political environment changes underway. A priority in 2023 is now to address the development of our thought leadership, our talent partnership with staff and associates, and our market positioning to provide a solid platform on which the growth objectives of the company can be achieved. In this we will be led by the future and the role that we can play in support of our client in formulating their roles in a zero carbon world and achieving an effective transition.
Principal Risks and Uncertainties
The company is exposed to risks in the confidence and direction of the global gas, LNG and wider energy industry. Strategically this is now inherently linked to the perceived future of gas and LNG in the energy transition in addition to the shorter term impacts of overall economic growth, an increasing role of politics as a driver of the energy industry and trends in global oil and gas prices. This risk may impact the perceived relevance of and need for Gas Strategies services and the competitive remuneration rates available in the market for the company's services, in addition to the availability, salaries and fee levels of staff and consultants.
The company is also exposed to risks in the movement of £/US$, and £/€ exchange rates which can be impacted by global economic uncertainty. This may impact from time to time our competitiveness in the marketplace, the margins achieved on our services and exchange gains or losses.
Patrick Breen
Director
Gas Strategies Group Limited
Directors' report
For the year ended 31 December 2022
Page 8
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
During 2022 the principal activities of the group continued to be consulting services to the global energy industry, supported by supplementary service lines of management training and the provision of information services to that client base.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
David Mauro
Clare Spottiswoode
Patrick Breen
Christopher Levell
(Appointed 26 July 2022)
Results and dividends
Ordinary dividends were paid amounting to £950,000. The directors do not recommend payment of a further dividend.
Auditor
Saffery Champness LLP have expressed their willingness to continue in office.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 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.
Gas Strategies Group Limited
Directors' report (continued)
For the year ended 31 December 2022
Page 9
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Cash Flow, Borrowing and Liquidity
The company has again achieved strong cash flow from its trading activities, with effective management of working capital. The business has been self-financing throughout the year.
The directors believe that existing resources when taken together with the effective cost management measures, will support the cash flow and liquidity requirements of the business in trading during 2023.
Employees
Details of the number of employees are given in Note 5 in the financial statements.
Applications for employment by disabled persons are always considered. In the event of existing members of staff becoming disabled every effort would be made to ensure that their employment with the company continues and the appropriate support and training is available.
The company aims to keep employees informed of all relevant matters through regular staff meetings, both formal and informal, and through written communications. Staff issues are dealt with efficiently and fairly.
The company feels it has a transparent and appropriate policy for employee remuneration.
Environment
The company recognises the importance of its environmental responsibilities and monitors its impact on the environment and designs and implements appropriate policies to minimise any damage that might be caused by the company's activities. Initiatives designed to minimise the company's impact on the environment include recycling and reducing energy consumption wherever possible.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Patrick Breen
Director
12 May 2023
Gas Strategies Group Limited
Independent auditor's report
To the members of Gas Strategies Group Limited
Page 10
Opinion
We have audited the financial statements of Gas Strategies Group Limited (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 2022 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 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 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.
Gas Strategies Group Limited
Independent auditor's report (continued)
To the members of Gas Strategies Group Limited
Page 11
The directors are responsible for the other information. The other information comprises the information included in the annual report, 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.
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 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.
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 strategic report and 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 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' exemption in preparing the directors' report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
Gas Strategies Group Limited
Independent auditor's report (continued)
To the members of Gas Strategies Group Limited
Page 12
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 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.
Gas Strategies Group Limited
Independent auditor's report (continued)
To the members of Gas Strategies Group Limited
Page 13
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
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.
Gas Strategies Group Limited
Independent auditor's report (continued)
To the members of Gas Strategies Group Limited
Page 14
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Lucy Brennan
Senior Statutory Auditor
For and on behalf of Saffery Champness LLP
30 May 2023
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Gas Strategies Group Limited
Statement of comprehensive income
For the year ended 31 December 2022
Page 15
2022
2021
Notes
£
£
Turnover
3
6,875,593
3,890,382
Cost of sales
(2,590,334)
(1,729,394)
Gross profit
4,285,259
2,160,988
Administrative expenses
(2,148,401)
(1,727,259)
Operating profit
2,136,858
433,729
Interest receivable and similar income
113,448
86,481
Profit before taxation
2,250,306
520,210
Tax on profit
(404,250)
(26,568)
Profit for the financial year
1,846,056
493,642
The income statement has been prepared on the basis that all operations are continuing operations.
Gas Strategies Group Limited
Statement of financial position
As at 31 December 2022
Page 16
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
6
61,258
18,879
Investments
8
200
200
61,458
19,079
Current assets
Debtors
9
4,964,932
3,479,141
Cash at bank and in hand
1,741,776
1,542,953
6,706,708
5,022,094
Creditors: amounts falling due within one year
10
(1,677,559)
(846,622)
Net current assets
5,029,149
4,175,472
Net assets
5,090,607
4,194,551
Capital and reserves
Called up share capital
11
400,000
400,000
Share premium account
43,012
43,012
Profit and loss reserves
4,647,595
3,751,539
Total equity
5,090,607
4,194,551
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 25 April 2023 and are signed on its behalf by:
Patrick Breen
Director
Company Registration No. 02225820 (England and Wales)
Gas Strategies Group Limited
Statement of changes in equity
For the year ended 31 December 2022
Page 17
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2021
400,000
43,012
4,857,897
5,300,909
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
493,642
493,642
Dividends
-
-
(1,600,000)
(1,600,000)
Balance at 31 December 2021
400,000
43,012
3,751,539
4,194,551
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
1,846,056
1,846,056
Dividends
-
-
(950,000)
(950,000)
Balance at 31 December 2022
400,000
43,012
4,647,595
5,090,607
Gas Strategies Group Limited
Statement of cash flows
For the year ended 31 December 2022
Page 18
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
15
1,169,036
883,446
Income taxes (paid)/refunded
(64,209)
26,367
Net cash inflow from operating activities
1,104,827
909,813
Investing activities
Purchase of tangible fixed assets
(69,452)
(9,714)
Interest received
113,448
86,481
Net cash generated from investing activities
43,996
76,767
Financing activities
Dividends paid
(950,000)
(1,600,000)
Net cash used in financing activities
(950,000)
(1,600,000)
Net increase/(decrease) in cash and cash equivalents
198,823
(613,420)
Cash and cash equivalents at beginning of year
1,542,953
2,156,373
Cash and cash equivalents at end of year
1,741,776
1,542,953
Gas Strategies Group Limited
Notes to the financial statements
For the year ended 31 December 2022
Page 19
1
Accounting policies
Company information
Gas Strategies Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10 St Bride Street, London, EC4A 4AD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
The financial statements of the company are consolidated in the financial statements of Gas Strategies Holdings Limited. These consolidated financial statements are available from its registered office, 10 St Bride Street, London, EC4A 4AD.
1.2
Turnover
Turnover represents the amounts receivable in respect of goods and services supplied net of VAT and discounts.
The value of Consulting services is recognised as the services are rendered, including revenues based on fixed prices and contractual man-day rates. Incentive performance revenues are recognised upon completion of agreed objectives. Training course delegate fees are recognised upon completion of the training course. Information Services revenues are recognised on a straight line basis over the subscription term.
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 20
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
Over the term of the lease
Fixtures, fittings & equipment
25% and 33.33% using the straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 21
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 22
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through profit or loss.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s contractual obligations are discharged, cancelled, or they expire.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 23
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 24
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Bad debt provision
The year end bad debts are calculated using management judgement for slow paying customers. This is based on a percentage of receivables which are outstanding after a certain timeframe. Within the financial statements, the bad debt provision was calculated to be £37,626 at 31 December 2022.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Dilapidations provision
In respect of commercial operating leases, management estimate the amount payable at the end of the lease term in respect of dilapidations. At 31 December 2022 this was estimated to be £50,000.
Rent free period
A rent free period is defined as a lease incentive which must be spread over the lease term as a reduction to the lease expenditure. As at 31 December 2022 there was a total of £59,166 rent free accrual remaining which is to be subsequently released monthly to the profit and loss account.
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 25
3
Turnover and other revenue
2022
2021
£
£
Other significant revenue
Interest income
113,448
86,481
2022
2021
£
£
Turnover analysed by geographical market
UK
329,799
71,867
Overseas (excluding US)
5,538,695
2,879,047
US and Canada
1,007,099
939,468
6,875,593
3,890,382
4
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
23,500
18,675
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was 18 (2021: 20).
2022
2021
Number
Number
Total
18
20
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 26
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022
666,064
Additions
69,452
Disposals
(29,992)
At 31 December 2022
705,524
Depreciation and impairment
At 1 January 2022
647,185
Depreciation charged in the year
27,073
Eliminated in respect of disposals
(29,992)
At 31 December 2022
644,266
Carrying amount
At 31 December 2022
61,258
At 31 December 2021
18,879
7
Subsidiaries
These financial statements are separate company financial statements for Gas Strategies Group Limited.
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking and country of
Nature of business
Class of
% Held
incorporation or residency
shareholding
Alphatania Limited
England & Wales
Dormant Company
Ordinary
100
Gas Matters Limited
England & Wales
Dormant Company
Ordinary
100
Gas Strategies Consulting Limited
England & Wales
Dormant Company
Ordinary
100
Overview Outreach Limited
England & Wales
Dormant Company
Ordinary
100
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
7
Subsidiaries (continued)
Page 27
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Overview Outreach Limited
-
100
Gas Strategies Consulting Limited
-
100
8
Fixed asset investments
2022
2021
£
£
Investments
200
200
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values. The subsidiary undertakings whose results or financial position principally affected the figures are listed in note 14.
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2022 & 31 December 2022
200
Carrying amount
At 31 December 2022
200
At 31 December 2021
200
9
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
1,533,435
672,389
Amounts owed by group undertakings
2,456,401
2,346,735
Other debtors
975,096
460,017
4,964,932
3,479,141
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
9
Debtors (continued)
Page 28
Trade debtors disclosed above are measured at amortised cost.
10
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
207,729
140,602
Amounts owed to group undertakings
200
200
Corporation tax
404,250
64,209
Other taxation and social security
56,015
54,330
Other creditors
1,009,365
587,281
1,677,559
846,622
11
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
400,000
400,000
400,000
400,000
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
613,484
267,539
Gas Strategies Group Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 29
13
Related party transactions
Transactions with related parties
The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.
During the year, DVM Consulting Inc invoiced Gas Strategies Group Limited £16,371 (2021: £nil). David Mauro, a director of the company, is a director of DVM Consulting Ltd.
The Company's results are included in the consolidated results of Gas Strategies Holdings Limited, copies of whose accounts may be obtained from the Company's registered office, 10 St Bride Street, London, EC4A 4AD.
14
Parent company
The ultimate parent company is Gas Strategies Holdings Limited. Patrick Breen is the ultimate controlling party.
15
Cash generated from operations
2022
2021
£
£
Profit for the year after tax
1,846,056
493,642
Adjustments for:
Taxation charged
404,250
26,568
Investment income
(113,448)
(86,481)
Depreciation and impairment of tangible fixed assets
27,073
30,201
Movements in working capital:
(Increase)/decrease in debtors
(1,485,791)
588,247
Increase/(decrease) in creditors
490,896
(168,731)
Cash generated from operations
1,169,036
883,446
16
Analysis of changes in net funds
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
1,542,953
198,823
1,741,776
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