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Registered number: 07359827












CANDELIA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

 

CANDELIA LIMITED

CONTENTS



Page
Company information
 
1
Balance sheet
 
2 - 3
Notes to the financial statements
 
4 - 9


 

CANDELIA LIMITED
 
COMPANY INFORMATION


Directors
D Guy 
A Senouf 
D Watson 




Registered number
07359827



Registered office
7th Floor, Wellington House
125 - 130 Strand

London

WC2R 0AP




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:07359827
CANDELIA LIMITED

BALANCE SHEET
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
12,905,174
12,905,174

  
12,905,174
12,905,174

Current assets
  

Debtors: amounts falling due within one year
 5 
-
275

Cash at bank and in hand
  
257
2,788

  
257
3,063

Creditors: amounts falling due within one year
 6 
(2,257,882)
(814,605)

Net current liabilities
  
 
 
(2,257,625)
 
 
(811,542)

Total assets less current liabilities
  
10,647,549
12,093,632

Creditors: amounts falling due after more than one year
 7 
(4,370,449)
(5,708,414)

  

Net assets
  
6,277,100
6,385,218


Capital and reserves
  

Called up share capital 
 8 
419,805
419,805

Profit and loss account
  
5,857,295
5,965,413

Total equity
  
6,277,100
6,385,218


Page 2


 
REGISTERED NUMBER:07359827
CANDELIA LIMITED
    
BALANCE SHEET (CONTINUED)
AS AT 31 OCTOBER 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Guy
Director

Date: 29 July 2024

The notes on pages 4 to 9 form part of these financial statements.

Page 3

 

CANDELIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

Candelia Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 7th Floor, Wellington House, 125-130 Strand, London, England, WC2R 0AP.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies.

In preparing the financial statements, the directors have taken advantage of the small group exemption to prepare consolidated accounts.

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
2.3

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.4

Finance costs

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.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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.

Page 4

 

CANDELIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.7

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 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


2.8

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

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. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 5

 

CANDELIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)




Financial instruments (continued)

Impairment of financial assets
Financial assets 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 profit and loss account. 

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

 
2.9

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Employees




The average monthly number of employees, including directors operationally involved, during the year was 0 (2022 - 0).

Page 6

 

CANDELIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 November 2022
12,905,174



At 31 October 2023
12,905,174





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

SWF Share Limited
SWF Share Limited
SWF Share Limited
Ordinary
100%
Temporis Capital Limited
England and Wales
Investment management and advisory services with a focus on the renewable energy sector
Ordinary
100%
Temporis Energy Limited
England and Wales
Dormant
Ordinary
100%
Temporis Green Limited
England and Wales
Dormant
Ordinary
100%

The registered office address for the subsidiary undertakings above is as follows:
7th Floor, Wellington House, 125-130 Strand, London, WC2R 0AP


5.


Debtors

2023
2022
£
£


Prepayments and accrued income
-
275



6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
-
9,000

Amounts owed to group undertakings
2,250,682
798,405

Accruals and deferred income
7,200
7,200

2,257,882
814,605


Page 7

 

CANDELIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

7.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other loans
4,370,449
5,708,414


Included within creditors falling due after more than one year are loan notes of £3,580,682 (2022: £5,019,161) due to the ultimate beneficial owners. The loans are provided at an interest rate of 2.5% and are unsecured. Accrued interest of £789,767 (2022: 689,253) is payable in accordance with the conditions of the loan note instrument at the relevant redemption date.

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:

2023
2022
£
£


Repayable other than by instalments
3,580,682
5,019,161

Please provide details of the terms of payment or repayment and the rates of any interest payable on the amounts repayable more than five years after the balance sheet date.


8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



419,805 (2022 - 419,805) Ordinary shares of £1.00 each
419,805
419,805



9.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures"  from disclosing transactions with entities which are a wholly owned part of the group.
During the year, the company incurred interest of £100,514 (2022: £131,898) on loan notes payable to the shareholders and directors of the company. Accrued interest totalling £789,767 (2022: 689,253) is payable in accordance with the conditions of the loan note instrument at the relevant redemption date. The principal loan note balance was  £3,580,682 (2022: £5,019,161). The loans are provided at an interest rate of 2.5% and are unsecured. 


10.


Controlling party

The immediate parent undertaking is Temporis Limited, a company incorporated in Malta. The parent of the smallest group that prepares consolidated financial statements and for which the company is a member is that headed by Temporis Limited, a company incorporated in Malta. The registered office of Temporis Limited is 171 Old Bakery Street, Valletta, VLT 1455, Malta. Copies of these group financial statements are available from the Malta Business Registry (registry.mbr.mt).

Page 8

 

CANDELIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

11.


Auditor's information

The auditor's report on the financial statements for the year ended 31 October 2023 was unqualified.

The audit report was signed on 29 July 2024 by Krishan Sivathondan BSc (Hons) FCA (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 9