The Directors present their annual report on the affairs of GEPIF Eurowind Holdings Limited (the "Company"), together with the unaudited financial statements, for the period ended 31 December 2023.
This Directors report has been prepared in accordance with the special provisions relating to small companies. The Company is availing of the exemption from preparing a strategic report or enhanced business review under part 15 of section 414B of the Companies Act 2006.
The results for the financial period are set out on page 5. The Company generated a pre-tax loss of €30,094 (2022: €15,535). Net liabilities at 31 December 2023 stood at €209,615 (2022: Net liabilities €2,882,032).
During the financial period no interim dividend was paid (2022: NIL).
The director who held office during the year and up to the date of signature of the financial statements was as follows:
At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.
The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.
The Director has concluded that the Company is not intending to continue upon the settlement of its arbitration payment due. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months. It was no longer appropriate to prepare the financial statements for the year ended 31 December 2023 on a going concern basis.
The company is limited by shares and registered in England and Wales. The Company is UK tax resident.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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. He is 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.
These responsibilities are fulfilled by the Director. The Director confirms that he has complied with the above requirements in preparing these financial statements.
There were no components of 'other comprehensive income' which are required to be separately disclosed during the current and previous year.
The notes on pages 6 to 10 form part of these financial statements.
The notes on pages 6 to 10 form part of these financial statements.
The notes on pages 6 to 10 form part of these financial statements.
Gepif Eurowind Holding Limited (the "Company") is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX.
The Company's financial year starts on 1 January and ends on 31 December. Therefore, these financial statements as at 31 December 2023 relate to a twelve month period and consists of an entire calendar year with comparative figures related to a twelve month period.
The Company’s financial statements are presented in EURO ("€"), which is also the Company’s functional currency and all values are rounded to the nearest Euro, unless otherwise indicated.
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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland):
the requirements of Section 7 Statement of Cash Flows;
the requirement of Section 33 Related Party Disclosures paragraph 33.7;
the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv).
The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.
The Director has concluded that the Company is not intending to continue upon the settlement of its arbitration payment due. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months.
Therefore, it was no longer appropriate to prepare the financial statements for the year ended 31 December 2023 on a going concern basis and instead have been prepared under ‘break up’ basis. Consequently, all costs that are anticipated to be incurred over the Company's remaining life have been included within these financial statements.
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.
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, 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.
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.
Administrative expenses
Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration expenses such as professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.
In the application of the company’s accounting policies, the director is 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.
The average monthly number of persons (including directors) employed by the company during the year was:
The Director received no remuneration (2022: nil) from the Company in respect of qualifying services rendered during the year under review.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
With effect from 1 April 2023 the rate of corporation tax increased from 19% to 25% in the event taxable profits exceed £50,000. As the Company made a loss for the year, the 19% rate still applies.
The Director consider that the carrying amount of trade and other payables approximates to their fair value.
The company issued share capital of 3,121,741.19 shares at €1 each on 6th February 2023 which the company used to settle the arbitration payment to the Spanish Government on 7th February 2023 for which the costs have been accrued for within accrued expenses and this resulted in a net asset position in the balance sheet.
The Company is a wholly owned subsidiary of GEPIF Wind Holdings ll S.a.r.l a company incorporated in Luxembourg. The director regards the ultimate parent undertaking as Global Energy & Power Infrastructure Fund 1, L.P. a company incorporated in the Cayman Islands.
The Company is a wholly owned subsidiary of GEPIF Wind Holdings II S.a.r.l a company incorporated in Luxembourg. The director regards the ultimate parent undertaking as Global Energy & Power Infrastructure Fund I, L.P. a company incorporated in the Cayman Islands.
At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue. |