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REGISTERED NUMBER: 10080617 (England and Wales)















SOLAR INVEST UK LIMITED

Financial Statements for the Year Ended 31 December 2023






SOLAR INVEST UK LIMITED (Registered number: 10080617)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


SOLAR INVEST UK LIMITED

Company Information
for the Year Ended 31 December 2023







Director: B M O'Neill





Registered office: 3 Hardman Square
Spinningfields
Manchester
M3 3EB





Registered number: 10080617 (England and Wales)





Auditors: Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ

SOLAR INVEST UK LIMITED (Registered number: 10080617)

Balance Sheet
31 December 2023

2023 2022
Notes £    £   
Current assets
Debtors 5 2,221,676 2,223,716

Creditors
Amounts falling due within one year 6 (3,839,245 ) (3,808,892 )
Net current liabilities (1,617,569 ) (1,585,176 )
Total assets less current liabilities (1,617,569 ) (1,585,176 )

Capital and reserves
Called up share capital 8 100 100
Retained earnings (1,617,669 ) (1,585,276 )
Shareholders' funds (1,617,569 ) (1,585,176 )

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the director and authorised for issue on 13 February 2025 and were signed by:





B M O'Neill - Director


SOLAR INVEST UK LIMITED (Registered number: 10080617)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. Statutory information

SOLAR INVEST UK LIMITED is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern
Despite the fact the company had net liabilities at the period end, at the time of approving the financial statements, the director has a reasonable expectation that the company will obtain adequate resources to continue in operational existence for the foreseeable future. There are material uncertainties which may cast doubt about the company's ability to continue as a going concern and therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

Under a settlement agreement entered into in September 2023, the company owes a third party creditor a sum of USD 4.6 million plus accruing interest which has not been paid when due for payment. The relevant creditor has brought winding-up proceedings against the company in the High Court of Justice (Business and Property Courts of England and Wales) (the "High Court").
The company intends to pay to the petitioning creditor the overdue amounts using a portion of funds being raised by the company's ultimate parent company, Ableon Limited, in a fundraising process that was initiated in Q4 of 2024 with a targeted financial close of 30th June 2025. Ableon Limited has informed the company that it intends to financially support the company and that it has earmarked a portion of the funds to be raised, to be advanced to the company, to enable the company to discharge the debt owed to the petitioning creditor. The fundraising process is progressing to the satisfaction of Ableon Limited and is ongoing. The company is monitoring the progress of the fundraising through dialogue with Ableon Limited.
To allow time for the above-mentioned matters to be completed without the company being wound-up, the company applied to the High Court for a moratorium under Part A1 of the Insolvency Act 1986. At a hearing held on 23 December 2024 before Chief Insolvency and Companies Court Judge Briggs, at which both the company and the petitioning creditor were legally represented, the High Court stayed the winding-up petition and granted the company a moratorium for an initial period of twenty business days, to expire after 24 January 2025 unless extended.
The moratorium period was extended by a period of 20 business days by the company's director filing relevant documents at the High Court on 23 January 2025, extending it to expire on 20 February 2025. The company's director intends to extend the moratorium by a period of a further 20 business days prior to its expiry on 20 February 2025.
The company's director also intends to apply to the High Court for a further extension of the moratorium period to allow the above-mentioned matters to be completed without the company being wound-up. The High Court has listed a further court hearing to take place on 20 February 2025, to consider any proposed further extension of the moratorium period. At the hearing, if it so elects, the petitioning creditor will have an opportunity to dispute any further extension of the moratorium period. Ultimately it will be a matter for the High Court to determine whether or not to grant the extension.
Ableon Limited's ability to provide financial support for the company is reliant on (among other things) the valuation of its asset portfolio and the outcome of its fundraising initiatives which the company does not control.

Preparation of consolidated financial statements
The financial statements contain information about SOLAR INVEST UK LIMITED as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

SOLAR INVEST UK LIMITED (Registered number: 10080617)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. Accounting policies - continued

Financial instruments
Financial instruments are classified and accounted for according to the substance of the contractual arrangements as either financial assets, financial liabilities or equity instruments, and are held at amortised cost. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all its liabilities.

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable 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.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3. Employees and directors

The average number of employees during the year was NIL (2022 - NIL).

4. Auditors' remuneration
2023 2022
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

1,200

1,500
Auditors' remuneration for non audit work 970 1,260

5. Debtors: amounts falling due within one year
2023 2022
£    £   
Amounts owed by related parties 2,221,676 2,223,716

SOLAR INVEST UK LIMITED (Registered number: 10080617)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

6. Creditors: amounts falling due within one year
2023 2022
£    £   
Amounts owing under a
settlement agreement 3,612,804 3,801,152
Amounts owed to group undertakings 217,822 -
Other creditors 3,750 3,000
Accruals and deferred income 4,869 4,740
3,839,245 3,808,892

7. Secured debts

The following secured debts are included within creditors:

2023 2022
£    £   
Amounts owing under a
settlement agreement 3,612,804 3,801,152
3,612,804 3,801,152

The repayments of the loan and Indebtedness are secured by a guarantee given by WELink Energy (Europe) Limited as guarantor and indemnifier in favour of the lender.

8. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary £1 100 100

9. Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

C Edwards (Senior Statutory Auditor)
for and on behalf of Haines Watts Wales LLP, Statutory Auditors

Material uncertainty relating to going concern
We draw attention to the retained earnings in the financial statements, which indicates that the company sustained a net loss £32,393 during the year ended 31 December 2023, as of that date, the company's current liabilities exceeds its total assets by £1,617,569

The director has stated that the company has the financial support of its parent company, Ableon Ltd and although Ableon Ltd is reliant on the valuation of its asset portfolio to provide that support, the director believes it will be in place for at least 12 months from date of approval.

The company's main creditor has initiated winding up proceedings against the company post year end, and the position is now in the hands of legal teams. The company has offered and is trying to achieve an acceptable settlement in response. The accounts reflect the current value of the loan as at the year end date but no other adjustments have been made in this regard.

As stated in note 2 to the financial statements, these events or conditions, along with other matters set forth in the note, indicate that material uncertainties exist that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

SOLAR INVEST UK LIMITED (Registered number: 10080617)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

10. Ultimate controlling party

The ultimate controlling party is B M O'Neill.

The immediate parent company is WELink Energy Holdings (U.K.) Limited.

The largest and smallest group for which group financial statements are prepared, and of which the company is a member, is as follows:

Name: Ableon Limited
Country of Incorporation: Ireland
Address from where copies of the financial 22 Avoca Wood
statements can be obtained: Avoca
Co. Wicklow