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Helios UK (Poland) Ltd

Registered number: 12376747
Information for 
filing with Registrar
For the year ended 31 December 2023

 
HELIOS UK (POLAND) LTD
REGISTERED NUMBER:12376747

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Investments
 5 
-
13,987,464

  
-
13,987,464

Current assets
  

Cash at bank and in hand
  
340,263
11,599

  
340,263
11,599

Creditors: amounts falling due within one year
 6 
(3,349)
(20,302)

Net current assets/(liabilities)
  
 
 
336,914
 
 
(8,703)

Total assets less current liabilities
  
336,914
13,978,761

  

Net assets
  
336,914
13,978,761


Capital and reserves
  

Called up share capital 
 7 
394,120
13,994,850

Profit and loss account
  
(57,206)
(16,089)

Total equity
  
336,914
13,978,761


Page 1

 
HELIOS UK (POLAND) LTD
REGISTERED NUMBER:12376747
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 statement of comprehensive income 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: 



T Rudnicki
Director

Date: 31 July 2024

The notes on pages 3 to 11 form part of these financial statements.

Page 2

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Helios UK (Poland) Ltd is a private company limited by shares incorporated in England and Wales. The company's registered number is 12376747. The address of its registered office and principal place of business is 1 Poultry, London, England, EC2R 8EJ. 
The principal activity of the company during the year is that of investment and active management services in renewable energy projects in Poland, as part of a group of companies in managing similar investments in the UK and EU.

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 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 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).

These financial statements have been prepared in Euros as this is the company's functional currency and the currency in which the company undertakes its major financial transactions and is rounded to the nearest Euro.

The following principal accounting policies have been applied:

 
2.2

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. These financial statements therefore present information about the company as an individual undertaking and not about its group. 

 
2.3

Going concern

The financial statements are prepared on a going concern basis. The company remains assured of the financial support provided by the shareholder for at least 12 months from the date of the signing of these financial statements. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Page 3

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentation currency is Euro.

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'administrative expenses'.

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the Turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before Turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of Turnover can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 4

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Taxation

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 or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.7

Interest receivable and similar income

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

 
2.8

Interest payable and similar expenses

Interest payable and similar expenses 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.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. Investments comprise of the consideration paid for the acquisition plus capitalised legal and professional fees.

 
2.10

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.

Page 5

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

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.

 
2.12

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 6

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

  
2.13

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

 
2.14

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.

Page 7

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The critical judgements that the directors have made in the process of applying the company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Critical judgements in applying the company’s accounting policies
Assessing impairment of investments
Determining the fair value of investments requires the exercise of significant judgment, including but not limited to the amount and timing of expected future cash flows, long-term growth rates and discount rates. When cash flows are employed in the valuation of investments, they are based on the company’s best estimates of future revenues, earnings, and cash flows after considering factors such as general market conditions, changes in working capital, long term business plans, and recent operating performance. Use of different estimates and judgments could yield different results.
Key sources of estimation uncertainty
The directors do not consider there to be any key sources of estimation uncertainty.


4.


Employees

The company has no employees other than the directors, who did not receive any remuneration (2022: €nil).

Page 8

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Investments





Investments in subsidiary companies




Cost


At 1 January 2023
13,987,464


Disposals
(13,984,764)



At 31 December 2023

2,700



Impairment


Impairment charge
2,700



At 31 December 2023

2,700



Net book value



At 31 December 2023
-



At 31 December 2022
13,987,464

On 15 June 2023 Helios UK (Poland) Ltd signed a sale and purchase agreement to sell Wilko 5 SP ZOO, for a consideration of €49,727,759 for its equity stake, to the Equinor Wind Power AS. 


6.


Creditors: Amounts falling due within one year

2023
2022

Trade creditors
27
13,185

Amounts owed to group undertakings
-
4,040

Accruals
3,322
3,077

3,349
20,302


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

Page 9

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Called up share capital

2023
2022
Allotted, called up and fully paid



341,697 (2022: 12,456,417) ordinary shares of £1 each
394,120
13,994,850

On 11 January 2023, the company issued 9,330 shares with a par value of £1 for a consideration of £9,330.
On 19 May 2023, the company issued 22,138 shares with a par value of £1 for a consideration of £22,138.
On 11 August 2023, the company issued 3,552 shares with a par value of £1 for a consideration of £3,552.
On 21 September 2023, the company cancelled and extinguished 10,996,142 shares with par value of £1 
On 21 August 2023, the directors have passed a special resolution to reduce the shares by cancelling and extinguishing 10,996,142 with a par value of £1 each, each of which is fully paid up and the amount by which the share capital is so reduced is to be credited to a distributable reserve.
On 6 December 2023, the directors have passed a special resolution to reduce the shares by cancelling and extinguishing 1,153,598 with a par value of £1 each, each of which is fully paid up and the amount by which the share capital is so reduced is to be credited to a distributable reserve.
Each ordinary share carries one vote per share and a right to dividends as and when declared by the company.



8.


Related party transactions

The company has taken advantage of the exemption from disclosing related party transactions undertaken between wholly owned members of the group that have been concluded under normal market conditions.


9.


Post balance sheet events

During the year the company paid dividends of £45,725,000 (2022: £nil). At the time the dividend was paid the directors assessed that there were sufficient profits available for distribution. Due to an foreign exchange difference, it resulted in the distributable reserves being in a deficit of £57,206 at the year end date. The directors decided a reduction in the share capital by which the share capital is so reduced is to be credited to a distributable reserve will allow for sufficient profits.
The directors acknowledge that no further distributions can be made until there are sufficient profits available for that purpose. 

Page 10

 
HELIOS UK (POLAND) LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Controlling party

The immediate parent company is Helios UK Holdco Ltd, a company incorporated in England and Wales.
The directors do not consider there to be an ultimate controlling party. 

Page 11