Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-31119780442023-12-312023-01-012false2truetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 11978044 2023-01-01 2023-12-31 11978044 2022-01-01 2022-12-31 11978044 2023-12-31 11978044 2022-12-31 11978044 1 2023-01-01 2023-12-31 11978044 d:Director4 2023-01-01 2023-12-31 11978044 c:CurrentFinancialInstruments 2023-12-31 11978044 c:CurrentFinancialInstruments 2022-12-31 11978044 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 11978044 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 11978044 c:ShareCapital 2023-12-31 11978044 c:ShareCapital 2022-12-31 11978044 c:RetainedEarningsAccumulatedLosses 2023-12-31 11978044 c:RetainedEarningsAccumulatedLosses 2022-12-31 11978044 d:OrdinaryShareClass1 2023-01-01 2023-12-31 11978044 d:OrdinaryShareClass1 2022-01-01 2022-12-31 11978044 d:OrdinaryShareClass1 2023-12-31 11978044 d:OrdinaryShareClass1 2022-12-31 11978044 d:FRS102 2023-01-01 2023-12-31 11978044 d:AuditExempt-NoAccountantsReport 2023-01-01 2023-12-31 11978044 d:FullAccounts 2023-01-01 2023-12-31 11978044 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 11978044 2 2023-01-01 2023-12-31 11978044 6 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure



















Helios UK (Spain) Ltd

Registered number: 11978044
Information for 
filing with Registrar
For the year ended 31 December 2023

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
REGISTERED NUMBER: 11978044

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Investments
 4 
-
11,008,075

  
-
11,008,075

Current assets
  

Debtors: amounts falling due within one year
 5 
245
8,195,355

Cash at bank and in hand
  
165,155
6,752

  
165,400
8,202,107

Creditors: amounts falling due within one year
 6 
(3,322)
(8,210,242)

Net current assets/(liabilities)
  
 
 
162,078
 
 
(8,135)

Total assets less current liabilities
  
162,078
10,999,940

  

Net assets
  
162,078
10,999,940


Capital and reserves
  

Called up share capital 
 7 
70,367
11,087,752

Profit and loss account
  
91,711
(87,812)

Total equity
  
162,078
10,999,940


Page 1

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
REGISTERED NUMBER: 11978044
    
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

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Helios UK (Spain) Ltd is a private company limited by shares incorporated in England and Wales. The company's registered number is 11978044. 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 Spain, as part of a group of companies managing similar investments in 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.

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. As a result of the sale of HLS Bonete Topco, S.L (the Spanish holding company and its underlying subsidiary project company), the investor loans were repaid fully in July 2023. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Page 3

 
 11978044
31 December 2023
HELIOS UK (SPAIN) 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

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.

Page 4

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Interest receivable and similar income

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

 
2.7

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.

 
2.8

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.

 
2.9

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.

 
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.

 
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.
 
Page 5

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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

 
 11978044
31 December 2023
HELIOS UK (SPAIN) 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

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

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


4.


Investments





Investments in subsidiary companies




Cost 


At 1 January 2023
11,008,075


Disposals
(11,008,075)



At 31 December 2023
-




On 6th of June 2023 Helios UK (Spain) Ltd signed a sale and purchase agreement to sell HLS Bonete TopCo, S.L.U., for a consideration of €63,518,964 for its equity stake, to the Italian based Plenitude company, the renewable and retail division of energy group Eni. 

Page 8

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors: amounts falling due within one year


2023
2022


Amounts owed by group undertakings
-
8,194,714

Prepayments
245
641

245
8,195,355


Included in amounts owed by group undertakings of €nil (2022: €8,194,714) are unsecured, interest bearing at 8.72% and repaid fully in July 2023. 


6.


Creditors: amounts falling due within one year

2023
2022

Amounts owed to group undertakings
-
8,207,183

Accruals
3,322
3,059

3,322
8,210,242


Included in amounts owed to group undertakings of €nil (2022: €8,039,062) are unsecured, interest bearing at 8.47% and repaid fully in July 2023. The remaining balance of €nil (2022: €168,121) is unsecured, interest free and repayable on demand. 

Page 9

 
 11978044
31 December 2023
HELIOS UK (SPAIN) 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



61,118 (2022: 9,923,968) ordinary shares of £1 each
70,367
11,087,752


On 1 February 2023, the company issued 7,097 shares with a par value of £1 for a consideration of £7,097.
On 7 March 2023, the company issued 3,567 shares with a par value of £1 for a consideration of £3,567.
On 2 June 2023, the company issued 4,730 shares with a par value of £1 for a consideration of £4,730.
On 17 July 2023, the directors have passed a special resolution to reduce the shares by cancelling and extinguishing 9,382,588 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 3 August 2023, the directors have passed a special resolution to reduce the shares by cancelling and extinguishing 430,741 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 21 September 2023, the directors have passed a special resolution to reduce the shares by cancelling and extinguishing 66,769 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 21 November 2023, the company issued 1,854 shares with a par value of £1 for a consideration of £1,854.
Each ordinary share carries one vote per share and a right to dividends as and when declared by the company.


8.


Contingent liabilities

The company has pledged its shares to senior lenders in relation to the loan agreement entered into on 12 June 2019. The balance of this loan has been disclosed in note 8. This pledge was satisfied on 16 July 2024. 


9.


Related party transactions

The company is exempt from disclosing related party transactions undertaken with other wholly owned members of the group that have been concluded under normal market conditions.


10.


Post balance sheet events

There have been no significant events affecting the company since the year end.

Page 10

 
 11978044
31 December 2023
HELIOS UK (SPAIN) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


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