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Helios UK Holdco Ltd
Registered number: 11737127
Information for filing with registrar
For the year ended 31 December 2024
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
REGISTERED NUMBER: 11737127
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
REGISTERED NUMBER: 11737127
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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 financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 19 form part of these financial statements.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Helios UK Holdco Ltd is a private company limited by shares incorporated in England and Wales. The company's registered number is 11737127. The address of its registered office and principal place of business is 1 Poultry, London, England, EC2R 8EJ.
The principal activity of the company is that of investment and active management services in renewable energy projects and energy transition in the UK and other European countries. All the projects in the company's portfolio are treated as investment entities.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
These financial statements have been prepared in Pound Sterling as this is the company's functional currency and the currency in which the company undertakes its major financial transactions and is rounded to the nearest Pound.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The company, and the group are exempt from preparing consolidated financial statements as the investments are held as part of an investment portfolio and are held at fair value with the changes in fair value recognised in the Statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9C(a).
The financial statements are prepared on a going concern basis. The company remains assured of the financial support provided by the shareholders for at least twelve months from the date of the signing of this financial statements. On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentation currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'administrative expenses'.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover is based on the following policies:
Management fee revenues are recognised as services are provided to investment entities.
Other revenue is calculated based on project development contributions from shareholders.
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Interest receivable and similar income
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Interest receivable and similar income is recognised in profit or loss using the effective interest method.
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Self-Invested Personal Pension
The Company, at the request of the employee, will pay a pre determined amount into the employees personal pension scheme of an amount requested by the employee. The Company does not have any payment obligations in respect of these contributions other than to pay them in a timely manor.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in companies held as part of an investment portfolio are measured at fair value, with changes in fair value recognised in profit or loss in accordance with Financial Reporting Standard 102 section 9.9C(a).
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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 the deduction of all its liabilities.
Basic financial liabilities, including trade and other payables, 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 receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The critical judgements that the director has made in the process of applying the company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Critical judgements in applying the company’s accounting policies
Investments in companies held as part of an investment portfolio are measured at fair value, with changes in fair value recognised in the statement of comprehensive income in accordance with Financial Reporting Standard 102 section 9.9C(a).
Key sources of estimation uncertainty
Valuation of investments
The director conducted valuation reviews of investments in companies held as part of an investment portfolio in accordance with the relevant accounting standards. Fair value movements are recognised in the Statement of comprehensive income. The director reviews the underlying assets held by the investees and the forecasts prepared to determine the fair value.
The average monthly number of employees, including the directors, during the year was 2 (2023: 2).
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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At the year end, investments in the portfolio were measured at fair value. After careful consideration of the value of similar investments in the market, the director valued these investments in Helios UK (NL 2) Ltd at £2,679,107 (2023: £1,923,997) and Helios (Italy) Ltd at £9,022,114 (2023: £7,728,419) and Helios UK (Italy-Biogas) Ltd at £11,060,589 (2023: £8,435,188) and Helios UK (Poland-EV) Ltd at £12,608,296 (2023: £15,432,366) representing the fair market value at 31 December 2024. An increase in the fair value of the investments of £nil (2023: £5,577,354) has been recognised in the Statement of comprehensive income.
During the year the company disposed of the investments in Helios UK (Spain) Ltd and Helios UK (Poland) Ltd. The company has recognised loss on disposal of £489,013 in the Statement of comprehensive income.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following investments were held as part of the investment portfolio of the company:
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Helios UK (Netherlands) Ltd
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Investment and active management services in renewable energy projects in Netherlands
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Investment and active management services in renewable energy projects in Netherlands
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Investment and active management services in renewable energy projects in Italy
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Helios UK (Italy - Biogas) Ltd
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Investment and active management services in renewable energy projects in Italy
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Helios UK (Poland - EV) Ltd
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Investment and active management services in energy transition projects in Poland
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Included within other debtors is the deposit for the company's office.
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Creditors: amounts falling due within one year
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Amounts owed by investment entities
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Other taxation and social security
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Amounts owed by investment entities are unsecured, interest free and repayable on demand.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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1 (2023: 1) ordinary share of £1
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1 (2023: 59,264) Series A share of £1
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1 (2023: 6,491,243) Series B share of £1
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1 (2023: 448,590) Series C share of £1
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2,664,936 (2023:1,909,578) Series D shares of £1 each
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9,301,706 (2023: 7,708,886) Series E shares of £1 each
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14,820,168 (2023:9,851,719) Series F shares of £1 each
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11,357,278 (2023:8,433,366) Series G shares of £1 each
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Called up share capital (continued)
Ordinary shares grant the holders the right to receive dividend and a distribution of assets on liquidation of the company.
Series A, series B, series C, series D, series E, series F and series G in addition to receiving dividends and a distribution of assets on liquidation also grant the holders the right to distributable profits of the company attributable to a particular investment.
On 15 February 2024, the company issued 1,291,698 Series F shares with a par value of £1 each for a consideration of £1,291,698.
On 28 February 2024, the company issued 213,966 Series G shares with a par value of £1 each for a consideration of £213,966.
On 2 April 2024, the company issued 2,141,180 Series F shares with a par value of £1 each for a consideration of £2,141,180.
On 22 April 2024, the company issued 276,107 Series E shares with a par value of £1 each for a consideration of £276,107.
On 25 April 2024, the company issued 25,745 Series F shares with a par value of £1 each for a consideration of £25,745.
On 20 May 2024, the company issued 196,598 Series D shares with a par value of £1 each for a consideration of £196,598.
On 28 June 2024, the company issued 932,330 Series G shares with a par value of £1 each for a consideration of £932,330.
On 8 July 2024, the company issued 760,244 Series F shares with a par value of £1 each for a consideration of £760,244.
On 16 July 2024, the company issued 168,015 Series E shares with a par value of £1 each for a consideration of £168,015.
On 12 August 2024, the company issued 171,117 Series G shares with a par value of £1 each for a consideration of £171,117.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Called up share capital (continued)
On 19 September 2024, the directors have passed a special resolution to reduce the Series A, B and C shares by cancelling and extinguishing 59,263, 6,491,242 and 448,589 of the issued Series A, B and C ,respectively, shares with a par value of £1 each, each of which is fully paid up and the amount by which the share capital is so reduced is to be credited to a distributable reserve.
On 10 September 2024, the company issued 105,482 Series D shares with a par value of £1 each for a consideration of £105,482.
On 13 September 2024, the company issued 379,628 Series G shares with a par value of £1 each for a consideration of £379,628.
On 17 September 2024, the company issued 844,603 Series E shares with a par value of £1 each for a consideration of £844,603.
On 26 September 2024, the company issued 749,582 Series F shares with a par value of £1 each for a consideration of £749,582.
On 8 October 2024, the company issued 460,848 Series G shares with a par value of £1 each for a consideration of £460,848.
On 15 October 2024, the company issued 304,095 Series E shares with a par value of £1 each for a consideration of £304,095.
On 4 November 2024, the company issued 462,548 Series G shares with a par value of £1 each for a consideration of £462,548.
On 14 November 2024, the company issued 124,693 Series D shares with a par value of £1 each for a consideration of £124,693.
On 19 November 2024, the company issued 220,498 Series D shares with a par value of £1 each for a consideration of £220,498.
On 13 December 2024, the company issued 303,475 Series G shares with a par value of £1 each for a consideration of £303,475.
On 13 December 2024, the company issued 108,097 Series D shares with a par value of £1 each for a consideration of £108,097.
The company, at the request of the employee, will pay a pre determined amount into the employees personal pension scheme of an amount requested by the employee. The company does not have any payment obligations in respect of these contributions other than to pay them in a timely manor. The pension cost charge represents contributions payable by the company to the fund and amounted to £2,134 (2023: £6,966).
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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The company is exempt from disclosing related party transactions that have been concluded under normal market condition.
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Post balance sheet events
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On 9 January 2025, the company issued 418,598 Series G shares with a par value of £1 each for a consideration of £418,598.
On 13 January 2025, the company issued 230,930 Series D shares with a par value of £1 each for a consideration of £230,930.
On 20 January 2025, the company issued 845,716 Series G shares with a par value of £1 each for a consideration of £845,716.
On 20 January 2025, the company issued 422,858 Series E shares with a par value of £1 each for a consideration of £422,858.
On 5 February 2025, the company issued 108,245 Series G shares with a par value of £1 each for a consideration of £108,245.
On 5 February 2025, the company issued 582,857 Series F shares with a par value of £1 each for a consideration of £582,857.
On 10 February 2025, the company issued 124,915 Series D shares with a par value of £1 each for a consideration of £124,915.
On 13 February 2025, the company issued 320,494 Series G shares with a par value of £1 each for a consideration of £320,494.
On 5 March 2025, the company issued 117,214 Series G shares with a par value of £1 each for a consideration of £117,214.
On 25 March 2025, the company issued 183,547 Series D shares with a par value of £1 each for a consideration of £183,547.
On 1 April 2025, the company issued 376,111 Series G shares with a par value of £1 each for a consideration of £376,111.
On 29 April 2025, the company issued 267,958 Series G shares with a par value of £1 each for a consideration of £267,958.
On 5 May 2025, the company issued 502,603 Series G shares with a par value of £1 each for a consideration of £502,603.
On 5 May 2025, the company issued 144,818 Series D shares with a par value of £1 each for a consideration of £144,818.
On 17 June 2025, the company issued 196,314 Series D shares with a par value of £1 each for a consideration of £196,314.
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11737127
31 December 2024
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HELIOS UK HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors do not consider there to be controlling party.
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