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ORIT IRISH HOLDINGS 2 LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
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ORIT IRISH HOLDINGS 2 LIMITED
COMPANY INFORMATION
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ORIT IRISH HOLDINGS 2 LIMITED
CONTENTS
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ORIT IRISH HOLDINGS 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the audited financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to €12,173 (2023 - loss of €15,529).
During the year, the Company declared and paid no dividend.
The directors who served during the year were:
With the financial support of the parent ORIT Holdings Limited, for a period of at least 12 months from the date of these financial statements, the Directors have considered it appropriate to prepare the financial statements of the Company on a going concern basis.
The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The directors have also taken advantage of the small company exemptions provided by section 414B of the Companies Act 2006 and have not prepared a strategic report.
This report was approved by the board on
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ORIT IRISH HOLDINGS 2 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Directors' 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 prepared the financial statements in accordance with the United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Ireland", and applicable law).
Under company law, 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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 to enable them to ensure that the financial statements comply with the Companies Act 2006.
Directors' confirmations
In the case of each director in office at the date the directors' report is approved:
∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
∙they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
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ORIT IRISH HOLDINGS 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORIT IRISH HOLDINGS 2 LIMITED
We have audited the financial statements of ORIT Irish Holdings 2 Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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ORIT IRISH HOLDINGS 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORIT IRISH HOLDINGS 2 LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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ORIT IRISH HOLDINGS 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORIT IRISH HOLDINGS 2 LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity
The following laws and regulations were identified as being of significance to the entity:
∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax legislation and distributable profits legislation; and
∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal corrrespondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
Where irregularities have been found and treatments have differed from what we have expected, additional procedures have been conducted to ratify the discrepancies. If the irregularity is financial in nature then samples have been extended, and the irregular items extrapolated to ensure that no material misstatement has occurred. These irregularities are also communicated to management so that they can rectify the discrepancies or provide an explanation for the difference. Where the irregularity is a difference in treatment to what we had expected this has been communicated to management and additional explanation has been added to ensure adequate disclosure where necessary. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect that irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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ORIT IRISH HOLDINGS 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORIT IRISH HOLDINGS 2 LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Wilder Coe Ltd Chartered Accountants and Statutory Auditors
1st Floor Sackville House
143-149 Fenchurch Street
EC3M 6BL
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ORIT IRISH HOLDINGS 2 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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ORIT IRISH HOLDINGS 2 LIMITED
REGISTERED NUMBER: 13459689
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the Board of Directors on
The notes on pages 10 to 17 form part of these financial statements.
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ORIT IRISH HOLDINGS 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ORIT Irish Holdings 2 Limited (the "Company") is a private company, limited by shares, incorporated domiciled in England, United Kingdom with registration number 13459689. The registered office is UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN.
The Company is a holding company and the principal activity of its subsidiaries is to construct and operate solar farms across Ireland. The financial statements of the Company have been prepared in compliance with the United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ('FRS 102') and the Companies Act 2006.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 judgment in applying the Company's accounting policies (see note 3).
Exemptions for qualifying entities under FRS 102
FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no objection to, the use of exemptions by the company's shareholders. The company has taken advantage of the following exemptions:
∙from disclosing related party transactions that are wholly owned within the same group
The financial instruments are presented in Sterling, which is the Company's functional currency, unless otherwise stated. They have been prepared on the basis of the accounting policies, significant judgements, key assumptions and estimates as set out below.
The company does not hold cash. A cash flow statement has not been prepared. Going concern The Directors, in their consideration of going concern, have reviewed comprehensive cash flow forecasts of the Company and its investment which are based on market data and believe, based on those forecasts, the assessment of the Company's banking facilities and the assessment of the principle risks described in this report, that it is appropriate to prepare the financial statements of the Company on the going concern basis. The Company receives revenue in the form of interest from its portfolio of assets. These revenues are derived from the sale of electricity through power purchase agreements in place with large and reputable provuders of electricity to the market. With the financial support of the parent ORIT Holdings Limited, for a period of at least 12 months from the date of these financial statements, the Directors have considered it appropriate to prepare the financial statements of the Company on a going concern basis.
The following principal accounting policies have been applied:
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements are presented in Euros which is the Company's functional and presentation currency. The Directors consider Euro the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions. Euro is the currency in which the Company measures its performance and reports its results, as well as the currency in which it receives subscriptions from its investors. Transactions and balances Transactions denominated in foreign currencies are translated into Euro at actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the period end are reported at the rates of exchange prevailing at the period end. Any gain or loss arising from a change in exchange rates subsequent to the date of transaction is included as an exchange gain or loss to capital or revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are included in the Capital account of the Statement of Comprehensive Income. Change of presentational currency The Company has changed both its functional and presentational currency to Euros. The change was made on 2nd February 2024 following the purchase of investments within Ireland and the opening of a Euro bank account. The Company almost exclusively trades in Euros with both investment purchases and the loan facilities used to purchase these investments being denominated in Euros. The Company’s previous functional and presentational currency was Pound Sterling. The comparative figures have been translated at the rate applicable on the date of change.
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties and investments in ordinary shares. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be fully paid or received. Financial assets that are measured at cost and amortised cost are assessed at the end of each
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost. At the end of each reporting year financial assets measured at amortised costs are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the assets' original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income. Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Financial assets are derecognised when (i) the contractual rights to the cash flows from the asset expire or are settled, or (ii) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (iii) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities Basic financial liabilities, including trade and other payables and loans from fellow group undertakings, are initially recognised at transaction price, unless 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 amortised cost. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expired.
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
i) Impairment of investments The value of investments in associate undertakings held by the company is reviewed annually for impairment. The recoverability of these balances is considered with reference to the present value of the estimated future cash flows. These calculations use cash flow projections which extend forward forecasted business performance, together with assumptions surrounding the expected life of the asset, externally prepared forecasts and valuations, and any adjustments required to the discount rate to take account of business risk. The estimated present value of these future cash flows is sensitive to the discount rate and growth rate used in the calculation, all of which require managements judgement. Testing of the carrying value has been performed during the period, which has involved several scenarios being modelled. Based on this testing, management believes there is sufficient headroom to support the carrying value of investments, although it is possible, on the basis of existing knowledge, that outcomes within the next financial year that are different from the assumptions used could require a material adjustment to the carrying amount of assets. The discount rates used in the valuation exercise represent the Directors' assessment of the rate of return in the market for assets with similar characteristics and risk profile. The discount rates are reviewed quarterly and updated, where appropriate, to reflect changes in the market and in the project risk characteristics. Short to medium term inflation assumptions used in the valuations are based on third party forecasts. In the longer term, an assumption is made that inflation will increase at a long-term rate.
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company has trading losses of €33,274 (2023: €21,101) available to offset against future taxable profits.
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ORIT IRISH HOLDINGS 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company acts as a guarantor for its subsidiary ORIT Irish Holdings Limited for a loan from Allied Irish Banks, p.l.c. A contingent liability therefore exists to the extent of the indebtedness to Allied Irish Banks, p.l.c by the subsidiary. At 31 December 2024 the contingent liability was €99,829,478 (2023: €Nil). No liability is expected to crystallise in this respect.
The Company's immediate parent entity is ORIT Holdings Limited. The Company's ultimate parent company and controlling party is Octopus Renewables Infrastructure Plc, a company incorporated in the United Kingdom whose shares are listed on the London Stock Exchange. Copies of the financial statements of ORIT plc are available from their website www.octopusrenewablesinfrastructure.com.
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