Solein Harvest Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 08207150 (England and Wales)

SOLEIN HARVEST LTD

Financial Statements for the Period 31 December 2021 to 31 December 2022

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

Ms L Edwards

REGISTERED OFFICE:

BDO LLP

55 Baker Street

London

W1U 7EU

REGISTERED NUMBER:

08207150 (England and Wales)

AUDITORS:

Xeinadin Auditing

Chartered Accountants and Statutory Auditors

Becket House

36 Old Jewry

London

EC2R 8DD

FIXED ASSETS

Tangible assets

5

1,309,164

1,377,048

CURRENT ASSETS

Debtors

6

47,557

34,057

Cash at bank

7

274,156

178,158

321,713

212,215

CREDITORS

Amounts falling due within one year

8

1,283,339

1,384,626

NET CURRENT LIABILITIES

(961,626

)

(1,172,411

)

TOTAL ASSETS LESS CURRENT LIABILITIES

347,538

204,637

PROVISIONS FOR LIABILITIES

90,081

81,981

NET ASSETS

257,457

122,656

CAPITAL AND RESERVES

Called up share capital

9

1

1

Retained earnings

10

257,456

122,655

SHAREHOLDERS' FUNDS

257,457

122,656

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

In accordance with Section 444 of the Companies Act 2006, the Statement of comprehensive income has not been delivered.

The financial statements were approved by the director and authorised for issue on 29 September 2023 and were signed by:

Ms L Edwards - Director

1.	STATUTORY INFORMATION

Solein Harvest Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

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.

The preparation of financial statements in compliance with FRS 102 Section 1A 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).

Going concern

The company made a profit in the period of £134,801 (2021: £55,487) and has net current liabilities of £961,626 (2021: £1,172,411). Within net current liabilities is an amount of £1,264,294 (2021: £1,371,665) owed to the company’s immediate parent entity, Solein Energy UK Limited (''Solein'').

Solein has provided a letter of support to the company confirming their intention not to recall its debt until such time as the company is able to repay it without detriment to its ongoing trade. Solein, in turn, is reliant upon continuing financial support from its immediate holding company, Dessus Petroholding Limited (''Dessus'') and its ultimate controlling party, Anar Alizade who have also provided letters of support that they will not seek repayment of any amounts due without detriment to its ability to continue to trade. Whilst the director acknowledges that these letters are not legally binding she believes they are a reasonable basis on which to make this assessment due to the commercial incentive the wider group has to continue supporting the group to maintain and expand its position in the UK marketplace.

The directors have performed an assessment of going concern, giving due consideration to the group’s and company’s historical and current income, together with its forward-looking projections.These forward-looking projections include a cash flow forecast for a period including 12 months from the date of approval of these financial statements. Those cash flow forecasts show that the group and company is able to continue to operate within the existing facilities available and without further funding being required, beyond that noted above, for the period of the forecasts.

Based on the above, the directors consider that the group and company will be a going concern for the period of at least 12 months from the date of approval of these financial statements and have therefore prepared the financial statements on a going concern basis.

Turnover

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised by the company in respect of the generation of electricity. Turnover is recognised on a monthly basis as output is transferred.

Operating leases: the company as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying

amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Solar farm

- 25 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.

Debtors

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.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 3 months.

Financial instruments

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 and from related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. 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 paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each 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.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

Creditors

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.

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of comprehensive income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

Taxation

Tax is recognised in the Statement of comprehensive income 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 Statement of financial position 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; and

-

Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL (2021 - 1 ).

4.	AUDITORS' REMUNERATION

Fess payable to the company's auditor for the audit of the company's financial statements totalled £3,250 (2021: £4,500).

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 31 December 2021

and 31 December 2022

1,696,958

DEPRECIATION

At 31 December 2021

319,910

Charge for period

67,884

At 31 December 2022

387,794

NET BOOK VALUE

At 31 December 2022

1,309,164

At 30 December 2021

1,377,048

No impairment loss was recognised in the Statement of comprehensive income for the current and prior year.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade debtors

24,473

6,599

Other debtors

4,541

10,706

Prepayments and accrued income

18,543

16,752

47,557

34,057

7.	CASH AT BANK

2022

2021

£

£

Cash at bank and in hand

274,156

178,158

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade creditors

1,200

4,713

Amounts owed to group undertakings

1,264,294

1,371,665

Accrued expenses

17,845

8,248

1,283,339

1,384,626

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

100

Ordinary

£0.01

1

1

The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

10.

RESERVES

Retained

earnings

£

At 31 December 2021

122,655

Profit for the period

134,801

At 31 December 2022

257,456

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Donald Nelson FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Auditing

12.	OTHER FINANCIAL COMMITMENTS

At 31 December 2022 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022

2021

£

£

Not later than 1 year

9,900

9,900

Later than 1 year and not later than 5 years

39,600

39,600

Later than 5 years

273,350

283,250

322,850

332,750

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

14.	ULTIMATE CONTROLLING PARTY

The company is a 100% subsidiary of Solein Energy UK Limited. Solein Energy UK Limited is a 100% subsidiary of Dessus Petroholding Limited which is in turn a 100% subsidiary of Gagnant Global Holding Limited, Isle of Man. Gagnant Global Holdings Limited is 100% owned by Anar Alizade.

The smallest and largest group in which the results of the company are consolidated is that headed by Dessus Petroholding Limited. Consolidated financial statements are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.