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REGISTERED NUMBER: 14019201 (England and Wales)




















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

FOR

SWIFT UK2 BIDCO LIMITED

SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


SWIFT UK2 BIDCO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 APRIL 2024







DIRECTORS: O Aubert
F Pasquier





REGISTERED OFFICE: 50 Seymour Street
London
W1H 7JG





REGISTERED NUMBER: 14019201 (England and Wales)





AUDITORS: Orcom Civvals Audit Limited
Chartered Accountants and
Statutory Auditors
50 Seymour Street
London
W1H 7JG

SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

BALANCE SHEET
30 APRIL 2024

2024 2023
as restated
Notes £    £   
FIXED ASSETS
Investments 4 36,000,000 29,999,901

CURRENT ASSETS
Debtors 5 1,198,497 525,766

CREDITORS
Amounts falling due within one year 6 (103,375 ) (81,274 )
NET CURRENT ASSETS 1,095,122 444,492
TOTAL ASSETS LESS CURRENT
LIABILITIES

37,095,122

30,444,393

CREDITORS
Amounts falling due after more than one
year

7

(19,885,984

)

(14,239,726

)
NET ASSETS 17,209,138 16,204,667

CAPITAL AND RESERVES
Called up share capital 18,399,901 16,499,901
Retained earnings (1,190,763 ) (295,234 )
12 17,209,138 16,204,667

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 Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 March 2025 and were signed on its behalf by:





F Pasquier - Director


SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024


1. STATUTORY INFORMATION

Swift UK2 Bidco 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.

Significant judgements and estimates
The directors do exercise judgements in applying accounting policies. In particular, the directors, in recognising the carrying value of fixed asset investments, take their own as well as professional judgements of the investment valuation committee into consideration. The valuation committee carries out assessments on a quarterly basis. It had carried out successive assessments post year end and confirmed that historical cost was appropriate.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimates means that actual outcomes could differ from those estimates.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024


2. ACCOUNTING POLICIES - continued

Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures are measured at cost less accumulated impairment. The company capitalises borrowing costs in relation to investments that form the basis of the company's and its subsidiaries development of know-how, property and plant geared to achieve significant power generation capacity in future.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Income statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in unlisted company shares, whose market value cannot be reliably determined, are carried at cost unless the directors consider that impairment is required upon annual reviews by the valuation committee.

Going concern
The company is owned, financed and supported by group entities. As such the Directors are of the opinion that with appropriate support from the group, the company will be able to meet its financial obligations for a period of 12 months from date of signature.

The Company's controlling entity has confirmed their willingness to support for the foreseeable future.
The directors believe that the Company's future plans will be viable and that the company will have sufficient cash resources for the next twelve months.

On this basis the directors are of the opinion that the use of the going concern basis is appropriate in the preparation of these financial statements.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4. FIXED ASSET INVESTMENTS

2024 2023
as restated
£    £   
Participating interests 24,989,349 24,989,349
Loans to undertakings in which the
company has a participating interest

11,010,651

5,010,552
36,000,000 29,999,901

SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024


4. FIXED ASSET INVESTMENTS - continued

Additional information is as follows:
Interest
in
associate
£   
COST
At 1 May 2023
and 30 April 2024 24,989,349
NET BOOK VALUE
At 30 April 2024 24,989,349
At 30 April 2023 24,989,349
Loans to
associates
£   
At 1 May 2023 5,010,552
New in year 6,000,099
At 30 April 2024 11,010,651

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
as restated
£    £   
Other debtors 1,198,497 525,766

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
as restated
£    £   
Other creditors 103,375 81,274

SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024


7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

Other creditors payable after more than one year relate to unsecured PIK (Payment in Kind), an unsecured loan notes with a ten-year term from 11 April 2022, repayable on expiry of the ten years and carries an interest rate of 10% and another unsecured loan notes with a thirty-year term from 9 February 2024, repayable on expiry of the ten years and carries an interest rate of 13%.



20242023
££
10% Fixed rate unsecured PIK notes (2032)15,667,60014,239,726
13% Fixed rate unsecured PIK notes (2034)4,218,384
Total19,885,98414,239,726

8. FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are 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 Income statement.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Philip Jones (Senior Statutory Auditor)
for and on behalf of Orcom Civvals Audit Limited

SWIFT UK2 BIDCO LIMITED (REGISTERED NUMBER: 14019201)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024


10. RELATED PARTY DISCLOSURES

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.

11. ULTIMATE CONTROLLING PARTY

The Company's immediate parent company is Swift UK2 Limited, a company incorporated
in United Kingdom, managed by Swen Impact Fund for Transition. The company registered address is C/O Fieldfisher Riverbank House, 2 Swan Lane, London, United Kingdom, EC4R 3TT.

12. RECONCILIATION OF MOVEMENTS IN RESERVES
2024 2023
as restated
£    £   
Loss for the financial year (895,529 ) (295,234 )
New share capital subscribed 1,900,000 16,499,901
Net addition to reserves 1,004,471 16,204,667
Opening reserves
(originally £15,678,903 before
prior year adjustment of £525,764) 16,204,667 -
Closing reserves 17,209,138 16,204,667