Company registration number 12322979 (England and Wales)
GUANCHE TOPCO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
GUANCHE TOPCO LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 6
GUANCHE TOPCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
40,062,421
22,050,177
Current assets
Debtors
5
1
4,311
Cash at bank and in hand
22,621
310
22,622
4,621
Creditors: amounts falling due within one year
6
(4,200)
(4,902)
Net current assets/(liabilities)
18,422
(281)
Net assets
40,080,843
22,049,896
Capital and reserves
Called up share capital
7
34,787,867
22,070,324
Revaluation reserve
5,347,002
-
0
Profit and loss reserves
(54,026)
(20,428)
Total equity
40,080,843
22,049,896

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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 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 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 and delivered 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 12 September 2024 and are signed on its behalf by:
J Benham-Hermetz
Director
Company registration number 12322979 (England and Wales)
GUANCHE TOPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
20,187,802
-
0
(17,186)
20,170,616
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(3,242)
(3,242)
Issue of share capital
7
1,882,522
-
-
1,882,522
Balance at 31 December 2022
22,070,324
-
0
(20,428)
22,049,896
Year ended 31 December 2023:
Loss
-
-
(33,598)
(33,598)
Other comprehensive income:
Adjustments to fair value of financial assets
-
5,347,002
-
5,347,002
Total comprehensive income
-
5,347,002
(33,598)
5,313,404
Issue of share capital
7
12,717,543
-
-
12,717,543
Balance at 31 December 2023
34,787,867
5,347,002
(54,026)
40,080,843
GUANCHE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Guanche Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, 17A Curzon Street, London, UK, W1J 5HS.

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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are held as part of an investment portfolio and as such are accounted under FRS102 at fair value. As a result any changes in fair value are recognised through the profit and loss account.

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.

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.

1.3
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.

1.4
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.

GUANCHE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.

1.5
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.

1.6
Foreign exchange

Transactions in currencies other than pounds sterling 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 foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.7

Consolidation

Interests in subsidiaries, associates and jointly controlled entities are held as part of an investment portfolio and as such are accounted under FRS102 at fair value. As a result the company is exempt from preparing consolidated financial statements.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

GUANCHE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
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
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
40,062,421
22,050,177
Fixed asset investments revalued

Under FRS 102, the investments excluded from consolidation are Guanche Holdco Ltd (UK),  Guanche Midco Ltd (UK), Canary Green Corner SLU (Spain) and CGC Mayorista de Energias SLY (Spain). The above entities are held as part of an investment portfolio as they are valued at fair market value which is determined in accordance with the International Private Equity and Valuation Guidelines published by the British, French and European Venture Capital Associations (or any replacement thereof).

The valuation has been assessed using a multiple of EBITDA looking at a basket of publicly listed multiples from comparable companies. The appropriate multiple will be chosen based on the relevant valuation multiples observed for comparable companies or transactions, adjusted by The Company in its judgment for differences between the investment and the referenced comparables, including with respect to market position and future prospects, among other relevant factors. Adjustments have been made to these multiples to take into account other factors such as size and control over exit. The valuation has also been assessed by considering credit, liquidity and market risks.  The amount determined to be fair value may incorporate the Board of Directors's own assumptions (including assumptions that the Board of Directors believes market participants would use in valuing the investment and assumptions relating to appropriate risk adjustments for nonperformance and lack of marketability). The method used to estimate fair value is the market approach, which involves a significant degree of judgement.

 

The fair value of the investments and the change in fair value reported through the profit and loss statement is shown below:

Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
22,050,177
Additions
12,665,241
Valuation changes
5,347,003
At 31 December 2023
40,062,421
Carrying amount
At 31 December 2023
40,062,421
At 31 December 2022
22,050,177
GUANCHE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings and undertakings in which the company has a participating interest
1
4,311
6
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
-
0
1,000
Other creditors
4,200
3,902
4,200
4,902
7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 87.15635p each
21,000,000
13,409,550
18,302,835
11,615,478
B Ordinary shares of 86.76332p each
19,000,000
12,132,450
16,485,031
10,454,845
C Ordinary shares of 87p each
1
1
1
1
40,000,001
25,542,001
34,787,867
22,070,324
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