Company registration number 07803962 (England and Wales)
GEPIF EUROWIND HOLDINGS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
GEPIF EUROWIND HOLDINGS LIMITED
COMPANY INFORMATION
Director
Christian Synetos
(Appointed 10 March 2023)
Company number
07803962
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AX
Bankers
Bank of America, N.A.
2 King Edward Street
London
United Kingdom
EC1A 1HQ
GEPIF EUROWIND HOLDINGS LIMITED
CONTENTS
Page
Director's report
1
Director's responsibilities statement
2
Profit and loss account
3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 10
GEPIF EUROWIND HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The Directors present their annual report on the affairs of GEPIF Eurowind Holdings Limited (the "Company"), together with the unaudited financial statements, for the period ended 31 December 2023.

 

This Directors report has been prepared in accordance with the special provisions relating to small companies. The Company is availing of the exemption from preparing a strategic report or enhanced business review under part 15 of section 414B of the Companies Act 2006.

Principal activities

The principal activity of the Company during the year was that of a holding company.

Results and dividends

The results for the financial period are set out on page 5. The Company generated a pre-tax loss of €30,094 (2022: 15,535). Net liabilities at 31 December 2023 stood at €209,615 (2022: Net liabilities €2,882,032).

During the financial period no interim dividend was paid (2022: NIL).

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Christian Synetos
(Appointed 10 March 2023)
Eduard Ruijs
(Resigned 10 March 2023)
Future outlook

At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.

Going Concern

The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.

 

The Director has concluded that the Company is not intending to continue upon the settlement of its arbitration payment due. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months. It was no longer appropriate to prepare the financial statements for the year ended 31 December 2023 on a going concern basis.

Domicile and Legal Form

The company is limited by shares and registered in England and Wales. The Company is UK tax resident.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Christian Synetos
Director
22 April 2024
GEPIF EUROWIND HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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. He is 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.

 

These responsibilities are fulfilled by the Director. The Director confirms that he has complied with the above requirements in preparing these financial statements.

GEPIF EUROWIND HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
2023
2022
Notes
Administrative expenses
(30,095)
(15,535)
Loss before taxation
(30,095)
(15,535)
Tax on loss
4
-
0
-
0
Loss for the financial year
(30,095)
(15,535)

There were no components of 'other comprehensive income' which are required to be separately disclosed during the current and previous year.

The notes on pages 6 to 10 form part of these financial statements.

GEPIF EUROWIND HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 4 -
2023
2022
Notes
Current assets
Cash at bank and in hand
406,607
372,868
Creditors: amounts falling due within one year
5
(196,992)
(3,254,900)
Net current assets/(liabilities)
209,615
(2,882,032)
Capital and reserves
Called up share capital
6
3,121,744
2
Distributable profit and loss reserves
(2,912,129)
(2,882,034)
Total equity
209,615
(2,882,032)

The notes on pages 6 to 10 form part of these financial statements.

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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 22 April 2024 and are signed on its behalf by:
Christian Synetos
Director
Company Registration No. 07803962
GEPIF EUROWIND HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Share capital
Profit and loss reserves
Total
Notes
Balance at 1 January 2022
2
(2,866,499)
(2,866,497)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(15,535)
(15,535)
Balance at 31 December 2022
2
(2,882,034)
(2,882,032)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(30,095)
(30,095)
Issue of share capital
6
3,121,742
-
3,121,742
Balance at 31 December 2023
3,121,744
(2,912,129)
209,615

The notes on pages 6 to 10 form part of these financial statements.

GEPIF EUROWIND HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
1
Accounting policies
Company information

Gepif Eurowind Holding Limited (the "Company") is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX.

 

The Company's financial year starts on 1 January and ends on 31 December. Therefore, these financial statements as at 31 December 2023 relate to a twelve month period and consists of an entire calendar year with comparative figures related to a twelve month period.

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 Company’s financial statements are presented in EURO ("€"), which is also the Company’s functional currency and all values are rounded to the nearest Euro, unless otherwise indicated.

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland):

 

1.2
Going concern

The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.

 

The Director has concluded that the Company is not intending to continue upon the settlement of its arbitration payment due. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months.

 

Therefore, it was no longer appropriate to prepare the financial statements for the year ended 31 December 2023 on a going concern basis and instead have been prepared under ‘break up’ basis. Consequently, all costs that are anticipated to be incurred over the Company's remaining life have been included within these financial statements.

 

GEPIF EUROWIND HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.3
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.

 

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

 

1.4
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.

1.5
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 balance sheet 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 and cash and bank balances, 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.

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.

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.

GEPIF EUROWIND HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.6
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.

1.7
Taxation
Current tax

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

 

The tax disclosures are presented as directed in FRS102, section 29, para 27.

1.8
Foreign exchange

Transactions in currencies other than Euros 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 other major currencies are retranslated into Euro at the actual rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.

1.9

Administrative expenses

Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration expenses such as professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
-
0
-
0

The Director received no remuneration (2022: nil) from the Company in respect of qualifying services rendered during the year under review.

GEPIF EUROWIND HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
4
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
Loss before taxation
(30,095)
(15,535)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(5,718)
(2,952)
Non-recognised deferred tax assets/liabilities
5,718
2,952
Taxation charge for the year
-
-

With effect from 1 April 2023 the rate of corporation tax increased from 19% to 25% in the event taxable profits exceed £50,000. As the Company made a loss for the year, the 19% rate still applies.

5
Creditors: amounts falling due within one year
2023
2022
Trade creditors
-
0
9,734
Amounts owed to group undertakings
194,109
193,504
Other creditors
2,883
3,051,662
196,992
3,254,900

The Director consider that the carrying amount of trade and other payables approximates to their fair value.

6
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
Issued and fully paid
of €1 each
3,121,744
2
3,121,744
2

The company issued share capital of 3,121,741.19 shares at €1 each on 6th February 2023 which the company used to settle the arbitration payment to the Spanish Government on 7th February 2023 for which the costs have been accrued for within accrued expenses and this resulted in a net asset position in the balance sheet.

GEPIF EUROWIND HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
7
Parent company

The Company is a wholly owned subsidiary of GEPIF Wind Holdings ll S.a.r.l a company incorporated in Luxembourg. The director regards the ultimate parent undertaking as Global Energy & Power Infrastructure Fund 1, L.P. a company incorporated in the Cayman Islands.

The Company is a wholly owned subsidiary of GEPIF Wind Holdings II S.a.r.l a company incorporated in Luxembourg. The director regards the ultimate parent undertaking as Global Energy & Power Infrastructure Fund I, L.P. a company incorporated in the Cayman Islands.

8
Events After The Balance Sheet Date

At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.

2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2023.100Christian SynetosEduard Ruijs078039622023-01-012023-12-3107803962bus:Director12023-01-012023-12-3107803962bus:Director22023-01-012023-12-3107803962bus:RegisteredOffice2023-01-012023-12-3107803962bus:Agent12023-01-012023-12-31078039622023-12-31078039622022-01-012022-12-3107803962core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3107803962core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31078039622022-12-3107803962core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3107803962core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3107803962core:CurrentFinancialInstruments2023-12-3107803962core:CurrentFinancialInstruments2022-12-3107803962core:ShareCapital2023-12-3107803962core:ShareCapital2022-12-3107803962core:RetainedEarningsAccumulatedLosses2023-12-3107803962core:RetainedEarningsAccumulatedLosses2022-12-3107803962core:ShareCapital2021-12-3107803962core:RetainedEarningsAccumulatedLosses2021-12-3107803962core:ShareCapital2023-01-012023-12-3107803962core:UKTax2023-01-012023-12-3107803962core:UKTax2022-01-012022-12-310780396212023-01-012023-12-310780396212022-01-012022-12-3107803962bus:PrivateLimitedCompanyLtd2023-01-012023-12-3107803962bus:FRS1022023-01-012023-12-3107803962bus:AuditExempt-NoAccountantsReport2023-01-012023-12-3107803962bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP