Registered number: 14219217
ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD FROM 06 JULY 2022 TO 31 DECEMBER 2023
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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COMPANY INFORMATION
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K J Burrows (appointed 1 August 2023)
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D A Drake (appointed 1 December 2023)
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R C Edwards (appointed 1 August 2023)
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C D Fish (appointed 6 July 2022, resigned 1 August 2023)
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P F G Herben (appointed 6 July 2022)
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A C S Noronha (appointed 6 July 2022, resigned 1 August 2023)
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Z Quattrocchi (appointed 6 July 2022, resigned 1 August 2023)
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M T S Walker (appointed 6 July 2022, resigned 1 December 2023)
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J Wilson (appointed 1 August 2023)
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Anglo American Corporate Secretary Limited
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PricewaterhouseCoopers LLP
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Chartered Accountants and Statutory Auditors
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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STRATEGIC REPORT
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
Anglo American Energy Solutions Limited (the “Company”) is an investment holding company. The directors have the present intention of maintaining its business in its current form and believe the Company’s future prospects to be satisfactory.
The Company was incorporated in the United Kingdom on 6 July 2022.
As reported in the Company’s statement of comprehensive income, the Company reported a loss after tax of $775,525. The loss resulted primarily from interest payable on loans from group undertakings and foreign exchange losses.
The balance sheet reported that the Company is in a net liability position of $775,524.
PRINCIPAL RISKS AND UNCERTAINTIES
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The directors considered the risks attached to the Company’s financial instruments. The directors have taken a prudent approach in their consideration of the risks attached to the financial instruments of the Company.
The Company’s exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of assets, liabilities and the financial statements. Credit risk is not considered to be material on the basis that the Company's debtor balance is due from a joint venture undertaking within Anglo American plc and its subsidiaries (together the “Group”) and that company is considered to have sufficient liquidity or financial support to be able to settle amounts owed to the Company.
FINANCIAL KEY PERFORMANCE INDICATORS
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Due to the nature of the Company as an investment holding company, there are no key performance indicators reviewed by management or the directors when assessing the performance or position of the Company.
The Company's Board is cognisant of its legal duty to act in good faith and to promote the success of the Company for the benefit of its shareholders and with regard to the interests of stakeholders and other factors. These include the likely consequences of any decisions we make in the long term; the need to foster the relationships we have with all our stakeholders; the impact our operations have on the environment and local communities; and the desire to maintain a reputation for high standards of business conduct.
Stakeholder considerations are integral to discussions at Board meetings and the decisions we make take into account any potential impacts on them and the environment. Like any business, we are aware that some of the decisions we make may have an adverse impact on certain stakeholders.
By listening to, understanding and engaging with our stakeholders, the Board endeavours to live up to their expectations, by staying true to the Purpose and making decisions in accordance with our Values.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The Board recognises the role of the Company's business in society and within the Anglo American Group. The Group’s purpose is summarised as ‘to re-imagine mining to improve people’s lives’, and the Company is focused on contributing to the achievement of this purpose.
The Group’s Values: Safety; Care and Respect; Integrity; Accountability; Collaboration; and Innovation guide our behaviour and shape our culture, and are fundamental to creating enduring benefit for all our employees, shareholders, and stakeholders in a way that demonstrably improves people’s lives.
ENGAGING OUR STAKEHOLDERS
Healthy stakeholder relationships help us to better communicate how our business decisions, activities and performance are likely to affect or be of significant interest to our stakeholders, and provide the opportunity to co-create effective and lasting solutions to business and other challenges.
The Company’s stakeholders include our host communities, governments, industry peers and broader civil society in addition to our shareholders.
LONG TERM DECISION MAKING
The Board took a range of factors and stakeholder considerations into account when making decisions in the period. Decisions are made within the context of the long term factors that may impact the Company and its stakeholders.
This report was approved by the board on 4 April 2024 and signed by its order.
J Callaway
For and on behalf of
Anglo American Corporate Secretary Limited
Secretary
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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DIRECTORS' REPORT
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the audited financial statements for the period from 06 July 2022 to 31 December 2023.
Statement of directors’ responsibilities in respect of the financial statements
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The directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).
Under company law, 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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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.
In the case of each director in office at the date the directors’ report is approved:
∙so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
∙they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
The Company was incorporated in the United Kingdom on 6 July 2022. The Company is an investment holding company. The directors have the present intention of maintaining the business in its current form.
These financial statements have been prepared for the period from incorporation to 31 December 2023. The reason behind the longer accounting period is to align the Company with the period end of the other companies in the Anglo American plc group and as such there is no comparative information.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
The loss for the period, after taxation, amounted to $775,525.
The directors do not recommend payment of a dividend for the period.
The directors who served during the period and up to the date of signing the financial statements were:
K J Burrows (appointed 1 August 2023)
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D A Drake (appointed 1 December 2023)
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R C Edwards (appointed 1 August 2023)
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C D Fish (appointed 6 July 2022, resigned 1 August 2023)
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P F G Herben (appointed 6 July 2022)
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A C S Noronha (appointed 6 July 2022, resigned 1 August 2023)
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Z Quattrocchi (appointed 6 July 2022, resigned 1 August 2023)
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M T S Walker (appointed 6 July 2022, resigned 1 December 2023)
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J Wilson (appointed 1 August 2023)
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PRINCIPAL RISKS AND UNCERTAINTIES AND FINANCIAL RISK MANAGEMENT POLICIES
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The financial risk management policies of the Company are disclosed in the Strategic Report.
The directors are not aware, at the date of this report, of any likely major changes in the Company’s activities in the next year.
GOING CONCERN
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future for the period of at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The Company’s ability to operate as a going concern is assessed in conjunction with Anglo American plc and
its subsidiaries (together the “Group”) as it is dependent upon the ability of the Group companies to provide funds for working capital and other needs.
The directors have received a commitment of financial support from Anglo American plc for use to the extent that it is necessary, including but not limited to, not seeking repayment of amounts advanced to the Company by the Group unless alternative financing has been secured by the Company. This support will remain in place for the foreseeable future, including the period of at least 12 months from authorisation of the Company’s financial statements.
POST BALANCE SHEET EVENTS
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There have been no significant events affecting the Company since the period end.
INDEMNITIES
To the extent permitted by law and the Articles, the Company has made qualifying third-party indemnity provisions for the benefit of its directors during the period through its ultimate parent company, which remain in force at the date of this report.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
Under section 487(2) of the Companies Act 2006, PricewaterhouseCoopers LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the financial statements with the registrar, whichever is earlier.
This report was approved by the board on 4 April 2024 and signed by its order.
J Callaway
For and on behalf of
Anglo American Corporate Secretary Limited
Secretary
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
Report on the audit of the financial statements
Opinion
In our opinion, Anglo American Energy Solutions Limited’s financial statements:
∙give a true and fair view of the state of the company’s affairs as at 31 December 2023 and of its loss for the period from 6 July 2022 to 31 December 2023;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the Balance Sheet as at 31 December 2023; the Statement of Comprehensive Income and the Statement of Changes in Equity for the period then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit avidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the period ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and applicable tax laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. 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 and management bias in significant accounting judgements and estimates. Audit procedures performed by the engagement team included:
Understanding and evaluating the design and implementation of controls designed to prevent and detect irregularities
and fraud;
∙Understanding and evaluting the design and implementation of controls designed to prevent and detect irregularities and fraud;
∙Inquiry of management regarding its consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
∙Challenging assumptions and judgements made by management in respect of critical accounting judgements and significant accounting estimates, and assessing these judgements and estimates for management bias; and
∙Reviewing minutes of meetings of those charged with governance.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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 FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙we have not obtained all the information and explanations we require for our audit; or
∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Alexander Smith (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
4 April 2024
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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Total comprehensive loss for the period
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The notes on pages 12 to 21 form part of these financial statements.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
REGISTERED NUMBER:14219217
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BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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The financial statements on pages 9 to 21 were approved and authorised for issue by the board and were signed on its behalf on 4 April 2024.
The notes on pages 12 to 21 form part of these financial statements.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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Comprehensive loss for the period
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Total comprehensive loss for the period
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Shares issued during the period
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Total transactions with owners
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The notes on pages 12 to 21 form part of these financial statements.
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Further details in respect of the movements in share capital are disclosed in note 12.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
Anglo American Energy Solutions Limited is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales.
The nature of the Company’s operations and principal activities is set out in the Directors’ report.
The address of the registered office is given on the Company Information page.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
Group accounts are not presented as the Company is a wholly owned subsidiary undertaking of Anglo American plc, a company incorporated in the United Kingdom and registered in England and Wales. Accordingly, these accounts present information about the Company as an individual undertaking and not about its group. Consolidated financial statements have not been prepared because the Company is exempt under s400 of the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following material accounting policies have been applied.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (CONTINUED)
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FINANCIAL REPORTING STANDARD 101 - REDUCED DISCLOSURE EXEMPTIONS
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
The Company may take FRS 101 exemptions as it is a member of a group where the parent prepares publicly available consolidated financial statements which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss and the Company is included in that consolidation.
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future for the period of at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The Company’s ability to operate as a going concern is assessed in conjunction with Anglo American plc and its subsidiaries (together the “Group”) as it is dependent upon the ability of the Group companies to provide funds for working capital and other needs.
The directors have received a commitment of financial support from Anglo American plc for use to the extent that it is necessary, including but not limited to, not seeking repayment of amounts advanced to the Company by the Group unless alternative financing has been secured by the Company. This support will remain in place for the foreseeable future, including the period of at least 12 months from authorisation of the Company’s financial statements.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentation currency is United States Dollars (USD).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Foreign exchange gains and losses on financing activities are recognised in the Statement of comprehensive income within Interest payable and similar expenses if the overall position is a loss or Interest receivable and similar income if the overall position is a gain.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted by the balance sheet date in the countries where the Company operates and generates income.
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INVESTMENT IN JOINT VENTURE
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The investment in Joint Venture is held at cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Creditors are amounts owed to group undertakings in respect of facility agreements.
Creditors are presented as amounts falling due within one year unless payment is not due within 12 months after the reporting period.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (CONTINUED)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
Financial liabilities
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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There are no critical judgments made by the directors in applying the Company's accounting policies other than assessing investments for impairment and determining recoverability of loans.
Impairment of investments in joint ventures
The Company assesses at each reporting date whether there are any indicators that its assets may be impaired. Determining whether the Company’s equity investments in joint ventures have been impaired requires estimations of the recoverable amount of the investments. Recoverable amount is the higher of fair value less costs of disposal and value in use. The value in use calculations require the Company to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values. If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount and an impairment loss is recognised in the Statement of comprehensive income.
Determining recoverability of loans
The Company assesses the recoverability of loans to group undertakings and makes provision in the event that full recovery is not expected. The recoverability of loans is assessed by application of the expected credit loss model along with a qualitative assessment. The expected credit losses on receivables are estimated by reference to past default experience and credit rating, adjusted for current observable data.
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Audit fees for the audit of these financial statements of $44,861 have been borne by Anglo American Services (UK) Ltd.
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The Company has no employees other than the directors, who did not receive any remuneration for their services to the Company. The directors do not believe it is practicable to apportion their total remuneration between their services as the directors of the Company and as directors of fellow group companies.
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INTEREST PAYABLE AND SIMILAR EXPENSES
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Interest payable on loans from group undertakings
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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Current tax on loss for the period
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FACTORS AFFECTING TAX CHARGE FOR THE PERIOD
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The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 22.03%. The differences are explained below:
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Loss before tax multiplied by standard rate of corporation tax in the
UK of 22.03%
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Group relief surrendered for nil payment
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TOTAL TAX CHARGE FOR THE PERIOD
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FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
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The Finance Act 2021 included measures to increase the standard rate of UK corporation tax to 25% with effect from 1 April 2023. This rate is applicable to the measurement of deferred tax balances at 31 December 2023. No deferred tax has been recognised during the period.
On 23 March 2023, HM Treasury released draft legislation for the Global Minimum Tax (‘Pillar 2’) rules in the UK which was substantively enacted on 20 June 2023. These rules will apply to the full Anglo American Group from the financial year ended 31 December 2024 onwards. Further information regarding the group's Pillar Two position is detailed in the consolidated accounts of Anglo American plc. The Company has applied the mandatory temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of the Pillar 2 rules.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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Investment in joint venture
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During the period, the Company purchased 450 ordinary shares in Envusa Energy Proprietary Limited for total consideration of $9,794,361.
Joint venture
The following was a joint venture of the Company:
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Envusa Energy Proprietary Limited
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144 Oxford Road, Rosebank, Melrose 2196, Johannesburg, South Africa
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Group financial statements are not presented as the Company is a wholly-owned subsidiary undertaking of Anglo American plc, which is registered in England and Wales. Accordingly, these financial statements present information about the Company as an individual undertaking and not about its group. Consolidated financial statements have not been prepared because there is no regulatory obligation to prepare consolidated financial statements in accordance with IFRS 10.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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DEBTORS: Amounts falling due within one year
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Amounts owed by group undertaking
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The Company has a facility agreement with Envusa Energy Proprietary Limited ("Envusa") of which $3,920,400 had been advanced at period end. The balance is non interest bearing.The balance is held by Envusa in an escrow account.
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CREDITORS: Amounts falling due within one year
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Amounts owed to group undertakings
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During the period, the Company completed the transition of its facility agreement from LIBOR to the Secured Overnight Financing Rate (SOFR).
The Company has a facility agreement with an affiliated undertaking of which $14,490,259 had been drawn at period end. The balance bears interest at the three month Term SOFR rate plus a credit adjustment spread of 0.26161%, plus 279 basis points on the balance up to $7,500,000 and 235 basis points on the balance over $7,500,000. The amounts owed are unsecured and repayable on demand.
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At 31 December 2023, the Company had unutilised tax losses carried forward of $520,343 for which no deferred tax asset has been recognised. This is on the basis that it is not probable that there will be sufficient and suitable taxable profits arising in future years against which to utilise them. No deferred tax has been recognised during the period.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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Financial assets measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets at amortised cost comprise amounts owed by a group undertaking.
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Financial liabilities measured at amortised cost comprise amounts owed to group undertakings and bank overdrafts.
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Authorised, allotted, called up and fully paid
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1 ordinary share of $1.00
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1 ordinary share of ZAR 1.00
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The Company was incorporated on 6 July 2022 and issued one ordinary ZAR 1 share. This ordinary share was subscribed by Anglo American Technical & Sustainability Limited for total consideration of ZAR 1.
On 16 November 2022, the Company made an allotment of one ordinary USD 1 share. This ordinary share was subscribed by Anglo American Technical & Sustainability Limited for total consideration of USD 1.
The Company has two classes of ordinary shares which carry no right to fixed income.
Profit and loss account
Profit and loss account reserve represents accumulated retained earnings or losses.
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POST BALANCE SHEET EVENTS
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There have been no significant events affecting the Company since the period end.
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ANGLO AMERICAN ENERGY SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2023
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ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY
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The immediate parent company is Anglo American Technical & Sustainability Limited, a company incorporated in the United Kingdom and registered in England and Wales.
The ultimate parent company and ultimate controlling entity is Anglo American plc, a company incorporated in the United Kingdom and registered in England and Wales. Anglo American plc is the parent undertaking of the largest and smallest group which includes the Company and for which group financial statements are prepared.
The financial statements of both the immediate and ultimate parent companies may be obtained from the Company Secretary, 17 Charterhouse Street, London, EC1N 6RA, the registered office of both companies.
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