Company registration number 14783942 (England and Wales)
EIG TURIA HOLDINGS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
EIG TURIA HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Etienne Charles Jean Renault
(06 April 2023)
Gary Leonard Stokes
(06 April 2023)
Secretary
Dorota Salinger
20 St. James's Street
7th Floor
London
SW1A 1ES
Company number
14783942
Registered office
20 St. James's Street
7th Floor
London
SW1A 1ES
Bankers
Barclays Bank Plc
1 Churchill Place
London
E14 5HP
EIG TURIA HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Statement of comprehensive income
4
Statement of financial position
5 - 6
Statement of changes in equity
7
Notes to the financial statements
8 - 14
EIG TURIA HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principle activity of the Company during the year continued to be that of a investment company in energy sector.
Results and dividends
The results for the year are set out on page 4. Net liabilities at 31 December 2024 stood at €9,565 (2023 Net assets €74,491).
During the financial period, no interim dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Etienne Charles Jean Renault
(06 April 2023)
Gary Leonard Stokes
(06 April 2023)
Qualifying third party indemnity provisions
The company has not made qualifying third party indemnity provisions for the benefit of its directors during the year.
Political and charitable donations
The Company made no political and charitable donations during the financial period.
Key performance indicators
The Company's primary role is an investment holding company and as such it has no material trading activities and therefore there are no key performance indicators to be disclosed.
Going concern
The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.
As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.
Substantial shareholdings
As at the date of this report, the Company did not receive any notifications under chapter 5 of the Disclosure Guidance and Transparency Rules.
Treasury policies
The objectives of the Company are to manage the Company's financial risk, secure cost effective funding for the Company's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.
The Company finances its activities with shareholders' equity. Other financial assets and liabilities such as trade debtors and trade creditors, arise directly from the Company's operating activities.
Domicile and legal form
The company is limited by shares and registered in England and Wales. The Company is managed and controlled in the UK.
EIG TURIA HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Gary Leonard Stokes
Director
11 April 2025
EIG TURIA HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The Directors acknowledge their responsibility under Companies Act 2006 for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
EIG TURIA HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Year
Period
ended
ended
31 December
31 December
2024
2023
Notes
€
€
Administrative expenses
(43,196)
(38,977)
Gain on sale of equity settled options
4
20,202,111
Finance income
4
9,603,311
3,307,804
Finance costs
5
(9,477,335)
(3,225,682)
Profit before taxation
20,284,891
43,145
Tax on profit
6
(20,695)
(8,198)
Profit for the financial year
20,264,196
34,947
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 8 to 14 form part of these financial statements.
EIG TURIA HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 5 -
31 December 2024
31 December 2023
Notes
€
€
€
€
Non current assets
Equity settled options
7
7,297,889
Debtors: amounts falling due after more than one year
97,903,824
64,307,431
97,903,824
71,605,320
Current assets
Debtors: amounts falling due within one year
8
599,822
629,346
Cash at bank and in hand
1,433,812
64,067
2,033,634
693,413
Creditors: amounts falling due within one year
9
(3,851,034)
(1,158,481)
Net current liabilities
(1,817,400)
(465,068)
Total assets less current liabilities
96,086,424
71,140,252
Creditors: amounts falling due after more than one year
10
(96,095,988)
(71,065,761)
Net (liabilities)/assets
(9,565)
74,491
Capital and reserves
Share capital
11
39,544
39,544
Treasury shares
12
(8,344)
Retained earnings
(40,765)
34,947
Total equity
(9,565)
74,491
The notes on pages 8 to 14 form part of these financial statements.
For the financial year ended 31 December 2024 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 member has 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 in accordance with the provisions applicable to companies subject to the small companies regime.
EIG TURIA HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 6 -
The financial statements were approved by the board of directors and authorised for issue on 11 April 2025 and are signed on its behalf by:
Gary Leonard Stokes
Director
Company Registration No. 14783942
EIG TURIA HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Share capital
Treasury shares
Profit and loss reserves
Total
Notes
€
€
€
€
Incorporation on 6 April 2023
1
1
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
-
34,947
34,947
Issue of share capital
11
39,543
-
-
39,543
Balance at 31 December 2023
39,544
34,947
74,491
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
20,264,196
20,264,196
Loss on repurchase of shares
-
-
(20,339,908)
(20,339,908)
Treasury shares held after repurchase
-
(8,344)
(8,344)
Balance at 31 December 2024
39,544
(8,344)
(40,765)
(9,565)
The notes on pages 8 to 14 form part of these financial statements.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
1
Accounting policies
Company information
EIG Turia Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 St. James's Street, 7th Floor, London, SW1A 1ES.
1.1
Reporting period
The Company's financial year starts 1 January and ends 31 December except for the comparative period. The comparative financial period was for 9 months which started from the date of incorporation i.e. 6 April 2023 until 31 December 2023.
1.2
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 euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest euro (€).
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses and is well placed to manage its business risk successfully.true
As of 31 December 2024, the Company had negative net assets of €9,565, primarily due to the loss incurred on the repurchase of shares exceeding the profit for the period. However, the directors expect the financial position to improve over the next 12 months through the receipt of interest income from Prosolia.
As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the financial statements continue to be prepared under the going concern basis of accounting.
1.4
Equity settled options
Equity settled options are initially recognised at fair value at the date the contract is entered into. Subsequent to initial recognition, the equity settled options are maintained at their initial fair value on the basis that these are options over a fixed number of shares on a fixed-for-fixed basis.
A gain or loss will be recorded on disposal of the derivatives based on the proceeds received less the initial fair value.
1.5
Fixed asset investments
The Company evaluates the carrying value of investments in each financial period to determine if there has been an impairment in value, which would result in the inability to recover the carrying amount. When it is determined that the carrying value exceeds the recoverable amount, the excess is written off to the income statement.
1.6
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.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 9 -
1.7
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 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.
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.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Foreign currency translation
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences are recognised in the statement of comprehensive income within ‘Finance income’ or ‘Finance costs’.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
1.11
Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration expenses such as marketing expenses, leasing fees, professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.
1.12
Share capital consists of ordinary shares which are classified as equity when there is no obligation to transfer cash or other assets.
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.
3
Employees
The Company has no employees. The Directors received no remuneration from the Company in respect of qualifying services rendered during the year under review.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
4
Finance income
2024
2023
€
€
Finance income includes the following:
Cash interest
4,598,810
1,333,865
PIK Interest
2,759,286
800,319
Amortised loan fees
577,299
257,664
Commitment fees
451,602
394,678
Original issue discount
1,216,315
521,278
Gain on sale of equity settled options
20,202,111
29,805,422
3,307,804
5
Finance costs
2024
2023
€
€
Finance costs includes the following:
Cash interest
5,727,275
1,773,115
PIK Interest
2,720,935
800,177
Amortised loan fees
577,299
257,664
Commitment fees
451,826
394,726
9,477,335
3,225,682
6
Taxation
2024
2023
€
€
Current tax
UK corporation tax on profits for the current period
20,695
8,198
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
€
€
Profit before taxation
20,284,891
43,145
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
5,071,223
8,198
Gains not taxable
(5,050,528)
TP adjustment
(161,183)
Unutilised tax losses carried forward
140,488
(Under)/over provided in current year
20,695
Taxation charge for the year
20,695
8,198
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Taxation
(Continued)
- 12 -
With effect from 1 April 2023 the rate of corporation tax has increased from 19% to 25% in the event taxable profits exceed £50,000. As the profits for the financial year is above £50,000 the rate of 25% applies.
7
Debtors: amounts falling due after more than one year
2024
2023
€
€
Principal loan receivable to Prosolia International SLU
95,793,586
61,619,894
Prepaid loan fees to shareholder loan
2,110,238
2,687,537
Equity settled options
-
7,297,889
97,903,824
71,605,320
On 2nd July 2023, the Company entered into a loan agreement with Prosolia Internacional, S.L. for a commitment of €145,000,000. The interest rate consists of 5% cash paid and 3% paid in kind, received on a quarterly basis.
On 1st October 2024, the warrants were sold, resulting in a draw stop of the loan facility with Prosolia Internacional, S.L.
Equity-Settled Options
During the year, the company sold its equity-settled options, resulting in a balance of €0 as of 31 December 2024 (31 December 2023: €7,297,889). No further equity-settled options remain outstanding at the reporting date.
8
Debtors: amount falling due within one year
2024
2023
€
€
Cash interest, PIK interest and commitment fees receivable
22,523
52,047
Prepaid loan fees related to Prosolia Internacional SLU
577,299
577,299
599,822
629,346
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
9
Creditors: amounts falling due within one year
2024
2023
€
€
Shareholder loan Interest (Cash and PIK) and commitment fees payable
3,210,125
569,139
Prepaid loan fees
577,299
577,299
Corporation tax
28,893
8,198
Trade Creditors
34,717
-
Accrued expenses
3,845
3,851,034
1,158,481
10
Creditors: amounts falling due after more than one year
2024
2023
€
€
Principal loan payable to shareholder loans
93,985,750
68,378,224
Prepaid loan fees to shareholder loan
2,110,238
2,687,537
96,095,988
71,065,761
On 18 July 2023, the Company entered into an loan agreement with EIG Fund XVIII Holdings-A (Offshore), L.P. and EIG Bandelier Partners, L.P. for a commitment of EUR 140,000,000 and EUR 5,000,000 respectively. The interest rate is 4.84% cash paid and 3% PIK, plus a commitment fee of 1% on undrawn amounts, payable on a quarterly basis. The loan also has a profit participating return, payable on maturity or with the option to pay earlier, which is equal to the net profit of the company less the interest and commitment fees accrued on the loan facility with Prosolia Internacional S.L. The loan matures on 18 July 2029.
On 21 November 2023, EIG Fund XVIII Holdings-A (Offshore), L.P. transfered EUR 15,000,000 of its above commitment to EIG Sunsuper Co-Investment II, L.P.
On 30 July 2024, EIG Fund XVIII Holdings-A (Offshore), L.P. transfered EUR 15,000,000 of its above commitment to EIG Energy Transition Fund II, S.C.Sp.
As at year end, the following loan principal amount were outstanding:
EIG Fund XVIII Holdings - A (Offshore), L.P. EUR 71,529,765
EIG Bandelier Partners, L.P. EUR 3,240,888
EIG Sunsuper Co-Investment II, L.P. EUR 9,725,551
EIG Energy Transition Fund II, S.C.Sp. EUR 9,489,546
During the period, the Company has prepaid loan fees of €2,110,238 payable to Prosolia Internacional S.L.
11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of €0.01 each
3,954,373
3,954,373
39,544
39,544
The number of issued shares as of 31 December 2023 has been restated to 3,954,373 (previously reported as 3,954,400 due to rounding).
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
12
Treasury shares
During the year, the company repurchased 834,372 of its own ordinary shares at a total cost of €8,344, which have been retained as treasury shares. The buyback was made in accordance with the company’s share repurchase program.
The movement in treasury shares during the year is as follows:
Treasury shares at start of the year | |
Shares purchased during the year | |
Shares reissued/cancelled | |
Treasury shares at year-end | |
13
Parent company
The majority issued share capital of EIG Turia Holdings Limited is held by EIG Fund XVIII Holdings-A, L.P., a limited partnership established and registered in Delaware and is the ultimate parent undertaking and controlling party.
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