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REGISTERED NUMBER: 09574949 (England and Wales)















SOLEIN ENERGY UK LIMITED

Financial Statements for the Period 31 December 2021 to 31 December 2022






SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)






Contents of the Financial Statements
for the period 31 December 2021 to 31 December 2022




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


SOLEIN ENERGY UK LIMITED

Company Information
for the period 31 December 2021 to 31 December 2022







DIRECTOR: Ms L Edwards





REGISTERED OFFICE: BDO LLP
55 Baker Street
London
W1U 7EU





REGISTERED NUMBER: 09574949 (England and Wales)





AUDITORS: Xeinadin Auditing
Chartered Accountants and Statutory Auditors
Becket House
36 Old Jewry
London
EC2R 8DD

SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)

Balance Sheet
31 December 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Investments 5 2,318,862 2,318,862

CURRENT ASSETS
Debtors 6 3,567,012 4,648,093
Cash at bank 7 347,626 273,288
3,914,638 4,921,381
CREDITORS
Amounts falling due within one year 8 6,297,639 7,303,882
NET CURRENT LIABILITIES (2,383,001 ) (2,382,501 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(64,139

)

(63,639

)

CAPITAL AND RESERVES
Called up share capital 9 100 100
Retained earnings 10 (64,239 ) (63,739 )
SHAREHOLDERS' FUNDS (64,139 ) (63,639 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 29 September 2023 and were signed by:





Ms L Edwards - Director


SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)

Notes to the Financial Statements
for the period 31 December 2021 to 31 December 2022

1. STATUTORY INFORMATION

Solein Energy Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 Section 1A requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company’s accounting policies (see note 3).

Exemption from preparing consolidated financial statements
The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.

Going concern
The company made a loss in the period of £500 (2021: Profit £9,321) and has net current liabilities of £2,383,001 (2021: £2,382,501). Within net current liabilities is an amount of £2,869,308 (2021: £3,969,309) owed to the company’s immediate parent entity, Dessus Petroholding Limited (''Dessus'') and a further amount of £3,026,530 (2021: £3,026,530) owed to the company’s ultimate controlling party, Anar Alizade.

Both the ultimate controlling party and the immediate parent entity have provided letters of support to the company confirming their intention not to recall their debt until such time as the company is able to repay it without detriment to its ongoing trade. Whilst the directors acknowledge that these letters are not legally binding they believe they are a reasonable basis on which to make this assessment due to the commercial incentive the wider group has to continue supporting the group to maintain and expand its position in the UK marketplace.

The directors have performed an assessment of going concern, giving due consideration to the group’s and company’s historical and current income, together with its forward-looking projections. These forward-looking projections include a cash flow forecast for a period including 12 months from the date of approval of these financial statements. Those cash flow forecasts show that the group and company is able to continue to operate within the existing facilities available and without further funding being required, beyond that noted above, for the period of the forecasts.

Based on the above, the directors consider that the group and company will be a going concern for the period of at least 12 months from the date of approval of these financial statements and have therefore prepared the financial statements on a going concern basis.

Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.

Debtors
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.

SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)

Notes to the Financial Statements - continued
for the period 31 December 2021 to 31 December 2022

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 3 months.

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

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

Creditors
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Taxation
Tax is recognised in the Statement of comprehensive income 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 or substantively enacted by the reporting date in the countries where the company operates and generates income.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 (2021 - 1 ) .

4. AUDITORS' REMUNERATION

Fees payable to the company's auditor for the audit of the company's annual financial statements totalled £3,250 (2021: £2,300).

SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)

Notes to the Financial Statements - continued
for the period 31 December 2021 to 31 December 2022

5. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 31 December 2021
and 31 December 2022 2,318,862
NET BOOK VALUE
At 31 December 2022 2,318,862
At 30 December 2021 2,318,862

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

Solein Rookery Ltd
Registered office: United Kingdom
Nature of business: Operation of a solar farm
%
Class of shares: holding
Ordinary 100.00

Solein Walmoor Ltd
Registered office: United Kingdom
Nature of business: Operation of a solar farm
%
Class of shares: holding
Ordinary 100.00

Solein Harvest Ltd
Registered office: United Kingdom
Nature of business: Operation of a solar farm
%
Class of shares: holding
Ordinary 100.00

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade debtors 1,219 -
Amounts owed by group undertakings 3,565,040 4,646,676
Other debtors 753 1,417
3,567,012 4,648,093

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

7. CASH AT BANK
2022 2021
£    £   
Cash at bank and in hand 347,626 273,288

SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)

Notes to the Financial Statements - continued
for the period 31 December 2021 to 31 December 2022

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Amounts owed to group undertakings 3,260,464 4,274,642
Social security and other taxes 3,405 -
Other creditors 30 -
Other loans 3,026,530 3,026,530
Accrued expenses 7,210 2,710
6,297,639 7,303,882

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2022 2021
value: £    £   
100 Ordinary £1 100 100

The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

10. RESERVES
Retained
earnings
£   

At 31 December 2021 (63,739 )
Deficit for the period (500 )
At 31 December 2022 (64,239 )

11. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Donald Nelson FCA (Senior Statutory Auditor)
for and on behalf of Xeinadin Auditing

12. PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £4,850 (2021: £3,600). Contributions totalling £Nil (2021: £Nil) were payable to the fund at the reporting date and are included in other creditors.

SOLEIN ENERGY UK LIMITED (REGISTERED NUMBER: 09574949)

Notes to the Financial Statements - continued
for the period 31 December 2021 to 31 December 2022

13. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

At year end, the company has a loan payable of £3,026,530 (2021: £3,026,530) to Anar Alizade, the ultimate beneficial owner of the company, and is included in creditors. The loan is interest free and repayable on demand.

14. ULTIMATE CONTROLLING PARTY

The company is a 100% subsidiary of Dessus Petroholding Limited. Dessus Petroholding Limited is a 100% subsidiary of Gagnant Global Holding Limited, Isle of Man, which is in turn 100% owned by Anar Alizade.

The smallest and largest group in which the results of the company are consolidated is that headed by Dessus Petroholding Limited. Consolidated financial statements are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.