Company registration number 15352124 (England and Wales)
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 11
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present their first annual report and financial statements for the period ended 31 December 2024.

Principal activities

The company’s principal activity is that of an investment holding company for its subsidiary companies whose principal activities are the construction and operation of a solar energy facility.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

S Martinis
(Appointed 14 December 2023)
J Manso Neto
(Appointed 14 December 2023)
D O Rodriguez Prado
(Appointed 14 December 2023)
Auditor

UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible 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; 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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

The directors are aware the company has net liabilities of £106,214 as at the period end but they have received confirmation that the immediate parent company will provide financial support to ensure the company can meet its liabilities as they fall due. As such the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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
S Martinis
J Manso Neto
Director
Director
15 May 2026
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 3 -
2024
Notes
£
£
Fixed assets
Investments
4
3,147,274
Current assets
Debtors
6
1,409,801
Creditors: amounts falling due within one year
7
(4,663,289)
Net current liabilities
(3,253,488)
Net liabilities
(106,214)
Capital and reserves
Called up share capital
8
1
Profit and loss reserves
(106,215)
Total equity
(106,214)

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements. true

The financial statements were approved by the board of directors and authorised for issue on 15 May 2026 and are signed on its behalf by:
S Martinis
J Manso Neto
Director
Director
Company registration number 15352124 (England and Wales)
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Share capital
Profit and loss reserves
Total
£
£
£
Period ended 31 December 2024:
Loss and total comprehensive income
-
(106,215)
(106,215)
Issue of share capital
1
-
1
Balance at 31 December 2024
1
(106,215)
(106,214)
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -
1
Accounting policies
Company information

Greenvolt International Power UK Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 3b Walnut Tree Business Centre, Northwich Road, Lower Stretton, Warrington, Cheshire, WA4 4PG.

1.1
Reporting period

The company presents its first annual financial statements for a reporting period from incorporation on 14 December 2023 to 31 December 2024.

1.2
Basis of preparation

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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. true

The directors are aware the company has net liabilities of £106,214 as at the period end but they have received confirmation that the immediate parent company will provide financial support to ensure the company can meet its liabilities as they fall due.

As such the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

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 balance sheet 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.

GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
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.

GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments

The assessment of impairment of investments involves the use of judgement and estimation. At the reporting date, management evaluates whether any indicators of impairment exist in relation to the investment, and where indicators are identified, an impairment assessment is carried out. In performing these assessments, management considers factors such as expectations regarding the future performance of the subsidiaries and whether the recoverable amount of the investment exceeds its carrying value. Based on management’s assessment, no impairment is required to the investment value. This conclusion may change if market conditions or circumstances within the subsidiaries differ from those expected.

Recoverability of intercompany debtors

Management has reviewed the recoverability of intercompany debtor balances by considering a range of factors, including the financial position and liquidity of the respective subsidiaries and the level of ongoing support available within the group. Based on this review, management considers the amounts due from subsidiaries to be fully recoverable, and accordingly, no provision has been recognised as at the reporting date.

3
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2024
Number
Total
3
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
4
Fixed asset investments
2024
£
Shares in group undertakings and participating interests
3,147,274
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 14 December 2023
-
Additions
3,147,274
At 31 December 2024
3,147,274
Carrying amount
At 31 December 2024
3,147,274
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Astley Gorse Limited
Suite 3b Walnut Tree Business Centre, Northwich Road, Warrington, Cheshire, England, WA4 4PG
Ordinary
100.00
GSI Hawthorn Limited
Suite 3b, Walnut Tree Business Centre Northwich Road, Lower Stretton, Warrington, Cheshire, United K
Ordinary
100.00
GSI Howgrove Limited
Suite 3b Walnut Tree Business Centre, Northwich Road, Warrington, Cheshire, England, WA4 4PG
Ordinary
100.00
6
Debtors
2024
Amounts falling due within one year:
£
Amounts owed by group undertakings
1,291,054
Other debtors
118,747
1,409,801
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 10 -
7
Creditors: amounts falling due within one year
2024
£
Bank loans and overdrafts
168
Trade creditors
22,213
Amounts owed to group undertakings
4,619,348
Accruals and deferred income
21,560
4,663,289
8
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1
1

During the period, the company issued 1 ordinary share of £1 on incorporation.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Priti Mistry
Statutory Auditor:
UHY Hacker Young
Date of audit report:
19 May 2026
GREENVOLT INTERNATIONAL POWER UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
10
Related party transactions

The company has taken advantage of the exemption conferred by FRS 102 not to disclose transactions with wholly owned members of the group headed by Greenvolt Energias Renovaveis, S.A.

11
Parent company

The immediate parent company is Greenvolt Energias Renovaveis, S.A, a company incorporated in Portugal. The registered address is Rua Manuel Pinto de Azevedo 818, 4100-320 Porto, Portugal.

The person with significant control is K KR & Co. Inc., a company incorporated in the United States of America.

The company is included within the consolidated financial statements of Greenvolt Energias Renovaveis, S.A., these financial statements are available at www.greenvolt.com.

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