REGISTERED NUMBER: 14346592 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024

FOR

SOLARCATCHER (1) LIMITED

Page

Company information

1

Abridged balance sheet

2

Notes to the financial statements

3

DIRECTOR:

N D Gething

REGISTERED OFFICE:

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

REGISTERED NUMBER:

14346592 (England and Wales)

AUDITORS:

Johnsons Chartered Accountants

Statutory Auditor

1-2 Craven Road

Ealing

London

W5 2UA

FIXED ASSETS

Tangible assets

4

274,676

201,591

CURRENT ASSETS

Debtors

39,911

64,412

Cash at bank

364,923

405,924

404,834

470,336

CREDITORS

Amounts falling due within one year

(161,399

)

(86,242

)

NET CURRENT ASSETS

243,435

384,094

TOTAL ASSETS LESS CURRENT LIABILITIES

518,111

585,685

CREDITORS

Amounts falling due after more than one year

(537,647

)

(427,153

)

PROVISIONS FOR LIABILITIES

(7,603

)

(6,292

)

NET (LIABILITIES)/ASSETS

(27,139

)

152,240

CAPITAL AND RESERVES

Called up share capital

272

272

Share premium

292,344

292,344

Retained earnings

(319,755

)

(140,376

)

(27,139

)

152,240

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

All the members have consented to the preparation of an abridged Income statement and an abridged Balance sheet for the year ended 30 September 2024 in accordance with Section 444(2A) of the Companies Act 2006.

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

The financial statements were approved by the director and authorised for issue on 2 September 2025 and were signed by:

N D Gething - Director

1.	STATUTORY INFORMATION

Solarcatcher (1) 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.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

Going Concern

The directors believe that the company is a going concern on the basis that it is able to meet its operating costs and that the funding costs are obligations to a shareholder with whom it is in regular contact and has not demanded repayment. Company has sufficient cashflows to meet its financial obligations for the next 12 months on the basis that the directors do not believe that the lender (who is also a shareholder) will seek to call default and demand repayment. Furthermore the directors stress that the company was set up with finance facilities to enable it to pursue multiple projects and that at this stage it has only completed one project and so the operating costs are purposefully disproportionate. The lender and shareholder is fully aware of this.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

In 2023 the company issued 68 shares to Gravis Solar EV Limited as part consideration of the loan facilities provided. The shares have therefore been issued at fair value which are estimated as attracting a premium of £292,344 to reflect the composite rate which a lender and investor would be expected to require in order to participate in this venture.

In 2023 the company capitalised £165,058 in respect of legal fees. These fees relate to three principal contracts the offtake agreement, the construction contract and the finance facility. The directors consider that it is appropriate to apportion the legal costs equally across 3 agreements given the significance of such agreements. Accordingly £55,019 has been treated as being debt funding costs, £55,019 as being related to tangible fixed assets and £55,019 as being a legal cost expensed through the profit and loss account.

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Depreciation - straight line over the life of the offtake agreement or the useful life of the asset if shorter.

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.

DECOMMISSIONING COSTS

The company has provided for decommissioning costs as the company has an obligation at the expiry of the offtake agreement to decommission and remove the asset. The decommissioning cost is estimated and then discounted at an anuual rate of 8%.

RELATED PARTY TRANSACTIONS

The company takes advantage of the provisions in FRS102 to not disclose transactions with wholly owned group companies.

3.	EMPLOYEES AND DIRECTORS

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

4.	TANGIBLE FIXED ASSETS

Totals

£

COST

At 1 October 2023

201,591

Additions

81,233

At 30 September 2024

282,824

DEPRECIATION

Charge for year

8,148

At 30 September 2024

8,148

NET BOOK VALUE

At 30 September 2024

274,676

At 30 September 2023

201,591

5.

LOANS

Gravis Solar EV Limited Loan

2024

2023

£

£

Opening balance

791,954

-

Loan drawdowns

-

773,703

Interest charged

75,289

18,251

Payment

(3,337

)

-

Loan balance

863,906

791,954

Debt issue cost

(386,386

)

(386,386

)

Amortisation of debt issue costs

79,674

39,837

557,194

445,405

The loan is secured by a first ranking debenture over the assets of the company.

Contracted loan repayments are as follows:

£

Less than 1 year

1,296

Between 2 and 5 years

62,891

Over 5 years

736,436

800,623

Interest is charged and due quarterly. The Facilities Agreement does not specify future repayment obligations for interest which is capitalised in accordance with the Agreement.

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

The Report of the auditors was qualified on the following basis:

Basis for Qualified opinion

There is material uncertainty as to whether the company is a going concern. The company is breach of its obligations under its principal loan with Gravis Solar EV Limited because:

(i) it has failed to meet its reporting and information provision obligations;

(ii) it has not met the ratio covenant requirements;

(iii) it has not complied with the cash reserve account requirements; and

(iv) it has entered into a short term unsecured loan greater than 30 days in duration to fund its annual insurance premiums.

The company's income is dependent on the generation of solar electricity which is inherently uncertain. We are unable to assess whether this income can be reasonably expected to exceed the company operating and financial costs.

The notes to the financial statements do not disclose the transactions with the company's beneficial owners, The total of such related party transactions amount to £221,796 (2023: £955,890). Details of such disclosures is required by FRS 102 to meet the requirements of the Companies Act 2006 as the company is neither a wholly owned parent or subsidiary company.

J Stuart Thomson MA CA FCA MCSI (Senior Statutory Auditor)

For and behalf of Johnsons Chartered Accountants

7.	ULTIMATE CONTROLLING PARTY

The controlling party is Solarcatcher Holdco Limited.

The ultimate controlling party is Solarcatcher Holdco Limited.

The company has taken out a loan from Gravis Solar EV Limited and whilst the lender does not exercise control the financial position of the company is such that the lender is able to wield substantial influence over the operations of the company.