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Helios UK (Italy - Biogas) Ltd
Registered number: 13649663
Information for filing with Registrar
For the year ended 31 December 2025
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HELIOS UK (ITALY - BIOGAS) LTD
REGISTERED NUMBER: 13649663
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Investments in subsidiaries
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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HELIOS UK (ITALY - BIOGAS) LTD
REGISTERED NUMBER: 13649663
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006.
The 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 11 form part of these financial statements.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Helios UK (Italy - Biogas) Ltd is a private company limited by shares incorporated in England and Wales. The company's registered number is 13649663. The address of its registered office and principal place of business is 1 Fore Street Avenue, London, England, EC2Y 9DT.
On 15 September 2025, the registered office address changed from 1 Poultry, London, England, EC2R 8EJ to 1 Fore Street Avenue, London, England, EC2Y 9DT.
The principal activity of the company is investment and active management services in renewable energy projects in Italy, as part of a group of companies managing similar investments in the UK and EU.
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.
These financial statements have been prepared in Euros 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 Euro.
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).
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 headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts. These financial statements therefore present information about the company as an individual undertaking and not about its group.
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 these financial statements. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 Euros.
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 Statement of comprehensive income within 'administrative expenses'.
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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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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 reporting 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
Investments in subsidiaries are measured at cost less accumulated impairment. Investments comprise of the consideration paid for the acquisition plus capitalised legal and professional fees.
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Debtors: amounts falling due within one year
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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.
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Creditors: amounts falling due within one year
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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.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.
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 profit or loss.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic 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, which include trade and other creditors, are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 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 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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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3.1 Critical judgements in applying the company’s accounting policies
(i) Assessing impairment of investments
Determining whether or not the investment needs to be impaired requires the exercise of significant judgment, including but not limited to the amount and timing of expected future cash flows, long-term growth rates and discount rates. When cash flows are employed in the valuation of investments, they are based on the company’s best estimates of future revenues, earnings, and cash flows after considering factors such as general market conditions, changes in working capital, long term business plans, and recent operating performance. Use of different estimates and judgments could yield different results.
3.2 Key sources of estimation uncertainty
The directors do not consider there to be any key sources of estimation uncertainty.
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During the current and prior year, there were no employees other than the directors of the company.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiaries
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Investments in Bluesphere Pavia
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The following were subsidiary undertakings of the company:
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Allotted, called up and fully paid
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8,114,949 (2024: 11,357,278) Ordinary shares of £1 each
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Each ordinary share carries one vote per share and a right to dividends as and when declared by the company.
As the company reports in Euros, the allotted share capital has been converted from GBP to Euros using
a historical rate.
On 13 January 2025, the company issued 419,874 shares with a par value of £1 for a consideration of £419,874.
On 21 January 2025, the company issued 845,266 shares with a par value of £1 for a consideration of £845,266.
On 5 February 2025, the company issued 108,245 shares with a par value of £1 for a consideration of £108,245.
On 14 February 2025, the company issued 320,605 shares with a par value of £1 for a consideration of £320,605.
On 5 March 2025, the company issued 117,214 shares with a par value of £1 for a consideration of £117,214.
On 1 April 2025, the company issued 376,111 shares with a par value of £1 for a consideration of £376,111.
On 29 April 2025, the company issued 267,958 shares with a par value of £1 for a consideration of £267,958.
On 6 May 2025, the company issued 500,698 shares with a par value of £1 for a consideration of £500,698.
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HELIOS UK (ITALY - BIOGAS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Called up share capital (continued)
Following a written special resolution on 18 August 2025, the Company reduced its issued share capital from £14,314,949 to £10,814,949 by cancelling and extinguishing 3,500,000 fully paid ordinary shares of £1.00 each. The reduction in share capital has been credited to a distributable reserve.
Following a written special resolution on 4 November 2025, the Company reduced its issued share capital from £10,814,949 to £8,114,949 by cancelling and extinguishing 2,700,000 fully paid ordinary shares of £1.00 each. The reduction in share capital has been credited to a distributable reserve.
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Related party transactions
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The company is exempt from disclosing related party transactions undertaken with other wholly owned members of the group that have been concluded under normal market conditions.
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Post balance sheet events
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After the year end, the company acquired the remaining shares is now the 100% owner of the Bluesphere Pavia investment.
The company distributed the additional consideration from the sale of Euren Biogas €1.335m.
During the second quarter of 2026, the company's immediate parent undertaking, HLS-RAM, was acquired by a fellow group company as part of a wider group restructuring. Following the acquisition, the shares in Helios Rab 1, a special purpose vehicle (SPV) previously held by another group undertaking, were transferred to HLS-RAM. The restructuring aligned the ownership of Helios Rab 1 under HLS-RAM within the wider group structure.
The immediate and ultimate parent company is Helios UK Holdco Ltd, a company incorporated in England and Wales. Its registered office address is 1 Fore Street Avenue, London, England, EC2Y 9DT.
The directors do not consider there to be an ultimate controlling party.
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