REGISTERED NUMBER: 09413852 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

Tecnicas Reunidas UK Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

E J S M Gonzalez De Heredia

M A P Marquez

J A R Rodriguez

G J P Mocoroa

SECRETARY:

P Gallego De La Fuente

REGISTERED OFFICE:

Suite 1, 7th floor

50 Broadway

LONDON

SW1H OBL

REGISTERED NUMBER:

09413852 (England and Wales)

SENIOR STATUTORY AUDITOR:

Kevin Shotton BA BFP FCA

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

140 Coniscliffe Road

Darlington

County Durham

DL3 7RT

CURRENT ASSETS

Debtors

4

33,298,133

33,227,481

Cash at bank

75,738

50,617

33,373,871

33,278,098

CREDITORS

Amounts falling due within one year

5

110,400,080

110,096,413

NET CURRENT LIABILITIES

(77,026,209

)

(76,818,315

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(77,026,209

)

(76,818,315

)

CAPITAL AND RESERVES

Called up share capital

6

25,000

25,000

Retained earnings

(77,051,209

)

(76,843,315

)

SHAREHOLDERS' FUNDS

(77,026,209

)

(76,818,315

)

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 4 November 2025 and were signed on its behalf by:

E J S M Gonzalez De Heredia - Director

1.	STATUTORY INFORMATION

Tecnicas Reunidas UK 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 place of business is Teesrep Biomass Power Station, Tees Dock Road, Middlesbrough, TS6 6AF.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The 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.

There were no material departures from that standard.

Going concern

The Company is expected to be closed down within the next 12 months once all claims have been settled, and as a consequence the directors have prepared the financial statements on a basis other than going concern.

No adjustments were necessary to amounts included in these financial statements.

Turnover

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

Income recognition

Income from the rendering of services is recognised when the outcome of a transaction can be estimated reliably and by reference to the stage of completion at the balance sheet date.

Amounts recoverable on contract

The amount of profit attributable to the stage of completion of a long term contract is recognised when the

outcome of the contract can be foreseen with reasonable certainty. Turnover for such contracts is stated at the cost appropriate to their stage of completion plus attributable profits, less amounts recognised in previous years. Provision is made for any losses as soon as they are foreseen. Contract work in progress is stated at costs incurred less those transferred to the profit and loss account after deducting foreseeable losses and payments on account not matched with turnover. Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account.

Financial instruments

Basic financial instruments are measured at amortised cost with changes recognised in profit or loss.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

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

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

3,300,000

3,300,000

Amounts recoverable on contract

29,991,996

29,529,184

Other debtors

6,137

4,149

Prepayments and accrued income

-

394,148

33,298,133

33,227,481

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

940,757

1,170,544

Amounts owed to group undertakings

107,712,831

106,255,930

Accruals and deferred income

1,746,492

2,669,939

110,400,080

110,096,413

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

25,000

Ordinary

£1

25,000

25,000

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

The Report of the Auditors was unqualified.

We draw attention to note 2 in the financial statements which explains that the Company is expected to be closed down within the next 12 months and therefore, the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2.

We draw attention to note 8 of the financial statements, which describes uncertainties in relation to the major construction contract.

Our opinion is not modified in respect of these matters.

Kevin Shotton BA BFP FCA (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

8.	CONTINGENT LIABILITIES

Late delivery penalties and contract debtor

Tecnicas Reunidas UK Limited was undertaking project management of a long-term contract. The contract includes late delivery penalty clauses which amount to up to £328,000 per day. As at 31 December 2024 the contract had ran approximately 18 months over schedule and in 2021 Tecnicas had left the site. In February 2024 the contract issuer pleaded a claim based on allegation of wilful default. Management have sought legal opinion to confirm that this claim is excluded by the terms of the contract and is not supported by the facts.

The matters above and some elements of the contract remain subject to arbitration. This is also causing a delay in the recovery of the contract related debtors on the balance sheet, albeit management have sought legal opinion to confirm these amounts are due and payable. At this stage, as the likelihood of the potential penalty arising is considered remote, it is considered impracticable to recognise a liability in accordance with FRS102. The contract debtor is included in full on the balance sheet, however this is also subject to dispute from the end customer.

Subcontractor claims

Tecnicas Reunidas UK Limited used a number of subcontractors to carry out works as part of their long-term contract. A number of subcontractors have raised millions of pounds in claims for additional monies in relation to various contract disputes. Whilst most of these claims have been settled and the costs recognised in the financial statements the company is actively defending one remaining claim and does not believe there is any legal obligation to pay. As a result of this any potential liability cannot be reliably estimated, and may be prejudicial to do so.

9.	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.

10.	ULTIMATE PARENT COMPANY

The ultimate parent company is Tecnicas Reunidas S.A, a company registered in Spain, the registered office is Parque Empresarial Adecua 6 Avenida Burgos, 89 28050 Madrid (Spain).

11.

TAXATION

In 2024, the company generated a tax profit of £4 million, which contributed to a reduction in trading losses from £69 million in 2023 to £65 million by year-end. As a result, these losses may be available to offset future trading profits.

A deferred tax asset has not been recognised in respect of these losses given it is not felt probable that these will be utilised in future periods.