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REGISTERED NUMBER: 15124382 (England and Wales)















Unaudited Financial Statements

for the Period 8 September 2023 to 31 December 2024

for

Awendio Solaris Ltd

Awendio Solaris Ltd (Registered number: 15124382)

Contents of the Financial Statements
for the Period 8 September 2023 to 31 December 2024










Page

Balance Sheet 1

Notes to the Financial Statements 3


Awendio Solaris Ltd (Registered number: 15124382)

Balance Sheet
31 December 2024

Notes $
Fixed assets
Tangible assets 5 1,663

Current assets
Debtors 6 197,954
Cash at bank 1,020,549
1,218,503
Creditors
Amounts falling due within one year 7 (60,457 )
Net current assets 1,158,046
Total assets less current liabilities 1,159,709

Capital and reserves
Called up share capital 19
Translation reserve (12,486 )
Unissued share capital 1,752,243
Retained earnings (580,067 )
1,159,709

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Awendio Solaris Ltd (Registered number: 15124382)

Balance Sheet - continued
31 December 2024


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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025 and were signed on its behalf by:





Mr M J R Deschamps - Director


Awendio Solaris Ltd (Registered number: 15124382)

Notes to the Financial Statements
for the Period 8 September 2023 to 31 December 2024


1. Statutory information

Awendio Solaris Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 15124382

Registered office: 4 King's Bench Walk
London
EC4Y 7DL

The presentation currency of the financial statements is the US Dollar ($).


2. Statement of compliance

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.

3. Accounting policies

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(i) Financial instrument presentation

For the company to determine the presentation of financial instruments, the directors approximate the likelihood of differing contractual occurrences using a combination of post year end events and their extensive combined knowledge from decades of experience. See note 9 for a Side Letter contingent liability disclosure and note 10 for a disclosure relating to an Advance Subscription Agreement.

Tangible fixed assets
Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Computer equipment-15% reducing balance

Awendio Solaris Ltd (Registered number: 15124382)

Notes to the Financial Statements - continued
for the Period 8 September 2023 to 31 December 2024


3. Accounting policies - continued

Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. 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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation
Taxation for the period 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.


Awendio Solaris Ltd (Registered number: 15124382)

Notes to the Financial Statements - continued
for the Period 8 September 2023 to 31 December 2024


3. Accounting policies - continued
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 period 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 the functional currency, sterling, at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into the functional currency, sterling at the rate of exchange ruling at the date of transaction, or if unavailable the average rate for the period. Exchange differences are taken into account in arriving at the operating result.

Accounting period
The financial statements have been produced for a period longer than 12 months due to the company being incorporated on 8 September 2023.

Functional currency
The functional currency of the company is the Pound Sterling (£).

The company has chosen to use a different presentation currency due to the sources of capital investment operating using the US Dollar ($).

At each period end, profit and loss balances are translated from the functional currency to the presentational currency using the period average rate. Balance sheet balances are translated using the closing rate.

Gains and losses resulting from the translation into presentational currency are recognised in the translation reserve under other comprehensive income.

4. Employees and directors

The average number of employees during the period was 4 .

Awendio Solaris Ltd (Registered number: 15124382)

Notes to the Financial Statements - continued
for the Period 8 September 2023 to 31 December 2024


5. Tangible fixed assets
Computer
equipment
$
Cost
Additions 1,684
At 31 December 2024 1,684
Depreciation
Charge for period 21
At 31 December 2024 21
Net book value
At 31 December 2024 1,663

6. Debtors: amounts falling due within one year

$
VAT1,968
Prepayments5,306
Deferred tax190,680
197,954

7. Creditors: amounts falling due within one year
$
Trade creditors 41,286
Other creditors 19,171
60,457

8. Contingent liabilities

A contingent liability exists in the form of a side letter to a $1,800,000 Advance Subscription Agreement. An additional $200,000 has been paid to the company as advance tax credits funds. Dependant on the company securing manufacturing in the USA and having qualified for relevant tax credits, the company will pay the subscribers an amount equal to five times the total advance subscription funds, being $10,000,000.

The company expects to secure funding and then commence manufacturing in the USA in 2027 at the earliest, and currently deem the likelihood of realisation, and subsequently making the described payments, as possible. There is no possibility of any reimbursement.

Awendio Solaris Ltd (Registered number: 15124382)

Notes to the Financial Statements - continued
for the Period 8 September 2023 to 31 December 2024


9. Other financial commitments

Held within the unissued share capital reserve is $1,715,521 relating to an Advance Subscription Agreement, whereby the funds are likely to be converted into irredeemable preference shares after the longstop date of 1 March 2025.

A further $36,723 of interest at 5% has been accumulated for conversion as at 31 December 2024, with an additional $18,207 expected to be accumulated post year end before the longstop date of 1 March 2025.

10. Related party disclosures

No further transactions were undertaken by related parties which are required to be disclosed under FRS 102 Section 1A.

11. Unissued share capital

$ £
At 6 September 2024
Advance Subscription Agreement 1,800,000
Exchange rate movement to functional currency (429,250 )
Balance at 6 September 2024 1,370,750

At 31 December 2024
Advance Subscription Agreement 1,800,000
Exchange rate movement to presentational currency (84,479 )
Accumulated interest 36,723
Balance at 31 December 2024 1,752,243

Held within the unissued share capital reserve is $1,800,000 of initial funds received from an Advance Subscription Agreement on 6 September 2024. On this date, the funds were translated into the functional currency Pound Sterling at the spot rate of GBP/USD $1.31315.

At 31 December 2024, the funds were translated into the presentational currency US Dollar at the closing rate of GBP/USD $1.25152. Finally, as per note 10, the accumulated interest for the period was added to the value.