Zeus Renewables Finance PLC - Limited company accounts 20.1

REGISTERED NUMBER: 09748877 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2021

FOR

ZEUS RENEWABLES FINANCE PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

Mr P K Emery

Mr R M J Healey

SECRETARY:

Mr P K Emery

REGISTERED OFFICE:

14th Floor

82 King Street

Manchester

M2 4WQ

REGISTERED NUMBER:

09748877 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

1 City Road East

Manchester

M15 4PN

The company was established on 25th August 2015 with the intention to be used to issue a bond instrument, to date the bond has not issued any debt.

During this period it has only incurred costs in respect of auditors remuneration.

The board have considered the matters they are required to consider under Section 172(1) of the Companies Act 2006. The company has no employees, customers, suppliers or other stakeholders and as a non-trading entity, has no impact on the community and environment and the consideration of business conduct is irrelevant.

ON BEHALF OF THE BOARD:

Mr R M J Healey - Director

30th June 2022

The directors present their report with the financial statements of the company for the year ended 31st December 2021.

PRINCIPAL ACTIVITY

The Company was established with the intention to be used to issue a bond instrument, to date the bond has not issued any debt.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2021.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2021 to the date of this report.

Mr P K Emery

Mr R M J Healey

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

14th Floor

82 King Street

Manchester

M2 4WQ

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Xeinadin Audit Limited acquired the audit practice of Kay Johnson Gee Limited and has been appointed as auditor in succession. In accordance with section 485 of the Companies Act 2006, Xeinadin Audit Limited will be proposed for reappointment.

ON BEHALF OF THE BOARD:

Mr R M J Healey - Director

30th June 2022

Opinion

We have audited the financial statements of Zeus Renewables Finance PLC (the 'company') for the year ended 31st December 2021 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Financial Statements, 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2021 and of its loss for the year 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.

Basis for opinion

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 UK, including the FRC'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.

Conclusions relating to going concern

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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations we have considered the following:

-

The nature of the industry and sector, control environment and business performance including the company's remuneration policies, key drivers for directors remuneration, bonus levels and performance targets;

-

Results of the enquiries of management about their own identification and assessment of the risks of irregularities;

-

Any matters we have identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

-

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

-

enquiring of management concerning actual and potential litigation and claims;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 than 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 Report of the Auditors.

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 auditor’s 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.

Use of our report

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 a Report of the Auditors 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.

Julian Beressi (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

1 City Road East

Manchester

M15 4PN

30th June 2022

TURNOVER

-

Administrative expenses

(775

)

(720

)

OPERATING LOSS and

LOSS BEFORE TAXATION

(775

)

(720

)

Tax on loss

5

-

LOSS FOR THE FINANCIAL YEAR

(775

)

(720

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(775

)

(720

)

CURRENT ASSETS

Debtors

6

37,500

CREDITORS

Amounts falling due within one year

7

(14,117

)

(13,342

)

NET CURRENT ASSETS

23,383

24,158

TOTAL ASSETS LESS CURRENT LIABILITIES

23,383

24,158

CAPITAL AND RESERVES

Called up share capital

9

50,000

Retained earnings

10

(26,617

)

(25,842

)

SHAREHOLDERS' FUNDS

23,383

24,158

The financial statements were approved by the Board of Directors and authorised for issue on 30th June 2022 and were signed on its behalf by:

Mr R M J Healey - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1st January 2020

50,000

(25,122

)

24,878

Deficit for the year

-

(720

)

(720

)

Total comprehensive loss

-

(720

)

(720

)

Balance at 31st December 2020

50,000

(25,842

)

24,158

Deficit for the year

-

(775

)

(775

)

Total comprehensive loss

-

(775

)

(775

)

Balance at 31st December 2021

50,000

(26,617

)

23,383

Cash flows from operating activities

Cash generated from operations

12

-

Increase in cash and cash equivalents

-

Cash and cash equivalents at beginning of
year

-

Cash and cash equivalents at end of year

-

1.	STATUTORY INFORMATION

Zeus Renewables Finance PLC is a public company incorporated in England and Wales. The registered office and principal place of business 14th Floor, 82 King Street, Manchester, United Kingdom, M2 4WQ.

The functional currency of Zeus Renewable plc is considered to be pounds sterling.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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 taxation

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.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Related party

For the purposes of these financial statements, a party is considered to be related to the Company, if:

(i)

the party has the ability, directly or indirectly, through one of more intermediaries, to control the
Company or exercise significant influence over the company in making financial and operating policy
decisions, or has joint control over the Company;

(ii)

the Company and the party are subject to common control;

(iii)

the party is an associate of the Company or a joint venture in which the Company is a venturer;

(iv)

the party is a member of key management personnel of the Company or the Company's parent or
close family member of such an individual, or is an entity under the control, joint control or significant
influence of such individuals;

(v)

the party is a close family member of a party referred to in (i) or is an entity under the control, joint
control or significant influence of such individuals; or

(vi)

the party is a post-employment benefit plan which is for the benefit of employees of the Company or
of any entity that is a related party of the Company.

Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies above, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period,

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st December 2021 nor for the year ended 31st December 2020.

The average number of employees during the year was NIL (2020 - NIL).

2021

2020

£

Directors' remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2021

2020

£

Auditors' remuneration

775

720

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31st December 2021 nor for the year ended 31st December 2020.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

Called up share capital not paid

37,500

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

Amounts owed to group undertakings

13,342

12,622

Accrued expenses

775

720

14,117

13,342

8.	SECURED DEBTS

U.S. Bank Trustees Limited, holds a charge over assets and undertakings of the company.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

£

50,000

Ordinary

£1

50,000

10.

RESERVES

Retained

earnings

£

At 1st January 2021

(25,842

)

Deficit for the year

(775

)

At 31st December 2021

(26,617

)

11.	ULTIMATE CONTROLLING PARTY

The controlling party is Zeus Renewables Limited.

12.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2021

2020

£

Loss before taxation

(775

)

(720

)

Increase in trade and other creditors

775

720

Cash generated from operations

-