NEWTON_DOWN_WINDFARM_LIMI - Accounts


Company registration number 06988576 (England and Wales)
NEWTON DOWN WINDFARM LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2022
NEWTON DOWN WINDFARM LIMITED
COMPANY INFORMATION
Directors
L J B Roberts
(Appointed 10 May 2022)
N A Wood
(Appointed 10 May 2022)
Secretary
FLB Company Secretarial Services Limited
Company number
06988576
Registered office
250 Wharfedale Road
Winnersh Triangle
Wokingham
Berkshire
RG41 5TP
Independent auditor
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
St Peter Port
Guernsey
GY1 1WR
NEWTON DOWN WINDFARM LIMITED
CONTENTS
Page
Directors' report
1 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 24
NEWTON DOWN WINDFARM LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2022
- 1 -

The directors present their annual report and audited financial statements of Newton Down Wind Farm Limited (the "Company") for the period 1 January 2022 to 30 June 2022. The period of 6 months is a shorter period than the comparative year to 31 December 2021, due to a change in the Company's year end to align with other entities within the Bluefield Solar Income Fund ("the Group").

Principal activities

The principal activity of the Company in the period under review was that of the generation of electricity from renewable energy sources which is achieved through the construction and operation of wind turbines in Taunton, Somerset UK.

 

Country of incorporation and legal form of the entity

Newton Down Wind Farm Limited was incorporated as a private company, limited by shares, under the Registrar of Companies for England and Wales on 12 August 2009.

 

Risk management and Control

In the ordinary course of business, the Company is exposed to and manages a variety of risks in relation to its activities, including financial risk. The management of credit, interest rate, liquidity and operational risks are fundamental to the Company, with the Board of directors having responsibility for the overall system of internal control and for reviewing its effectiveness.

 

The primary areas of risk considered by the directors are:

 

Credit risk: Losses due to the inability or unwillingness of a customer to meet its obligations. This is mitigated by the Company entering price agreements with creditworthy counterparties for the purchase of electricity to be generated by the wind plant.

 

Interest risk: Fluctuations in the prevailing levels of market rates of interest pose a risk to the Company's financial position and cash flow. This is not considered a significant risk to the Company as the interest on loans is charged at a rate agreed by the parent company and are not subject to interest movements in the market.

 

Liquidity risk: Failure to meet financial obligations in a timely and cost effective manner due to mismatches in the maturity profile of assets and liabilities. The Company closely monitors its cash flow levels and financial obligations to anticipate its future cash commitments.

 

Operational risk: Failure to meet expected levels of generation output due to technical issues affecting performance of the plant. The Company has sought to mitigate this risk by the appointment of Bluefield Services Limited, as its dedicated asset manager, with responsibility for closely monitoring the performance of the plant, ensuring activities conducted by third party contractors are completed in a timely fashion and as required, contractual protections are enforced. The Company also has insurance policies in place that protect against generation loss in situations out of the Company's control.

 

Price risk: 78% of the income generated by the Company is linked to power market prices and so in the unlikely event of a major structural shift in power prices due to reduced demand or excess energy supply, there could be an impact on the Company’s earnings. A rolling programme of PPA contract expiries has been implemented to mitigate risk, alongside the fact the Company receives 22% of its income from the government backed ROC regime.

 

COVID-19 risk: During the period there has been limited impact on the business and its activities. The directors have continued to review the forecasts to ensure a true and fair reflection of the impact, if any, of COVID-19.

 

Russia/Ukraine conflict risk: The directors are continuously monitoring the impact, if any, that the ongoing conflict in Ukraine may have on the entity and the impact on energy prices across the portfolio. The Company has no direct exposure to either Ukraine or Russia.

Results and dividends

The profit for the period, after taxation, amounted to £955,229 (2021 - £857,806).

 

No dividends were distributed in the current period or the prior year.

NEWTON DOWN WINDFARM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 2 -

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

N A Forster
(Resigned 10 May 2022)
D M Reid
(Resigned 10 May 2022)
L J B Roberts
(Appointed 10 May 2022)
N A Wood
(Appointed 10 May 2022)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Post reporting date events

There have been no significant events affecting the Company since period end.

Independent auditor

KPMG Channel Islands Limited 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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 the financial statements, the Directors are required to:

Ÿ

  •     select suitable accounting policies and then apply them consistently;

  •     make judgements and accounting estimates that are reasonable and prudent;

  •     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

  •     assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

  •     use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

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.

NEWTON DOWN WINDFARM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 3 -
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.

 

Small Companies

In preparing the financial statements, the directors have taken advantage of section 414B of the Companies Act 2006 and have not prepared a Strategic Report.

On behalf of the board
N A Wood
Director
14 July 2023
NEWTON DOWN WINDFARM LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWTON DOWN WINDFARM LIMITED
- 4 -
Our opinion

We have audited the financial statements of Newton Down Windfarm Limited (the “Company”), which comprise the statement of financial position as at 30 June 2022, the statements of comprehensive income, changes in equity and cash flows for the period from 1 January 2022 to 30 June 2022, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements:

  •     give a true and fair view of the state of the Company's affairs as at 30 June 2022 and of the Company's profit for the period from 1 January 2022 to 30 June 2022;

  •     are properly prepared in accordance with United Kingdom accounting standards, including FRS 102 The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including FRC Ethical Standards. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (the “going concern period").

 

In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period.

 

Our conclusions based on this work:

  • we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate; and

  • we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.

 

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

NEWTON DOWN WINDFARM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEWTON DOWN WINDFARM LIMITED
- 5 -

Fraud and breaches of laws and regulations – ability to detect

 

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

  •     enquiring of management as to the Company’s policies and procedures to prevent and detect fraud as well as enquiring whether management have knowledge of any actual, suspected or alleged fraud;

  •     reading minutes of meetings of those charged with governance; and

  •     using analytical procedures to identify any unusual or unexpected relationships.

 

As required by auditing standards, and taking into account possible incentives or pressures to misstate performance and our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, and the risk that management may be in a position to make inappropriate accounting entries. We did not identify any additional fraud risks.

 

We performed procedures including:

  •     identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting documentation;

  •     agreeing revenue to invoices and Company bank statements as applicable; and

  •     incorporating an element of unpredictability in our audit procedures.

 

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general sector experience and through discussion with management (as required by auditing standards), and discussed with management the policies and procedures regarding compliance with laws and regulations.

 

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

 

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of litigation or impacts on the Company’s ability to operate. We identified company law as being the area most likely to have such an effect. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

NEWTON DOWN WINDFARM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEWTON DOWN WINDFARM LIMITED
- 6 -

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

 

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

 

The Directors' report

The directors are responsible for the Directors' report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon.

 

Our responsibility is to read the Directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

  • we have not identified material misstatements in the Directors' report;

  • in our opinion the information given in that report for the financial year is consistent with the financial statements; and

  • in our opinion that report has been prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception

Under the Companies Act 2006, we are required 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; or

  •     the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report

 

We have nothing to report in these respects.

Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out on page 2, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

NEWTON DOWN WINDFARM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEWTON DOWN WINDFARM LIMITED
- 7 -

The purpose of our audit work and to whom we owe our responsibilities

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 its members, as a body, for our audit work, for this report, or for the opinions we have formed.

Fiona Babbe (Senior Statutory Auditor)
For and behalf of KPMG Channel Islands Limited (Statutory Auditor)
Chartered Accountants
Guernsey
17 July 2023
NEWTON DOWN WINDFARM LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2022
- 8 -
Period
Year
ended
ended
30 June
31 December
2022
2021
Notes
£
£
Turnover
3
1,526,165
2,302,102
Cost of sales
(55,966)
(151,625)
Gross profit
1,470,199
2,150,477
Administrative expenses
(335,869)
(816,849)
Other operating income
-
0
2,228
Operating profit
4
1,134,330
1,335,856
Interest receivable and similar income
7
88,870
158,515
Interest payable and similar expenses
8
(164,803)
(361,968)
Profit before taxation
1,058,397
1,132,403
Tax on profit
9
(103,168)
(274,597)
Profit for the financial period
955,229
857,806
Other comprehensive income
Cash flow hedges gain arising in the period
644,752
633,996
Total comprehensive income for the period
1,599,981
1,491,802

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 12 to 24 form part of these financial statements.

NEWTON DOWN WINDFARM LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 JUNE 2022
30 June 2022
- 9 -
As at 31 December
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
10
5,892,943
5,991,123
Current assets
Debtors
11
5,452,220
5,652,132
Cash at bank and in hand
1,650,193
4,414
7,102,413
5,656,546
Creditors: amounts falling due within one year
12
(388,317)
(426,605)
Net current assets
6,714,096
5,229,941
Total assets less current liabilities
12,607,039
11,221,064
Creditors: amounts falling due after more than one year
13
(8,612,604)
(8,897,481)
Provisions for liabilities
Provisions
16
50,667
-
0
Deferred tax liability
17
607,882
587,678
(658,549)
(587,678)
Net assets
3,335,886
1,735,905
Capital and reserves
Called up share capital
18
100
100
Hedging reserve
19
604,444
(40,308)
Profit and loss reserves
2,731,342
1,776,113
Total equity
3,335,886
1,735,905

The notes on pages 12 to 24 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 14 July 2023 and are signed on its behalf by:
N A Wood
Director
Company Registration No. 06988576
NEWTON DOWN WINDFARM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2022
- 10 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
100
(674,304)
918,307
244,103
Year ended 31 December 2021:
Profit for the year
-
-
857,806
857,806
Other comprehensive income:
Cash flow hedges gains
-
633,996
-
633,996
Total comprehensive income for the year
-
633,996
857,806
1,491,802
Balance at 31 December 2021
100
(40,308)
1,776,113
1,735,905
Period ended 30 June 2022:
Profit for the period
-
-
955,229
955,229
Other comprehensive income:
Cash flow hedges gains
-
644,752
-
644,752
Total comprehensive income for the period
-
644,752
955,229
1,599,981
Balance at 30 June 2022
100
604,444
2,731,342
3,335,886

The notes on pages 12 to 24 form part of these financial statements.

NEWTON DOWN WINDFARM LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2022
- 11 -
Year to 31 December
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
2,113,570
(459,803)
Interest paid
(164,177)
(361,968)
Income taxes paid
(107,607)
-
0
Net cash inflow/(outflow) from operating activities
1,841,786
(821,771)
Investing activities
Interest received
88,870
158,515
Net cash generated from investing activities
88,870
158,515
Financing activities
Repayment of borrowings
(284,877)
(453,085)
Net cash used in financing activities
(284,877)
(453,085)
Net increase/(decrease) in cash and cash equivalents
1,645,779
(1,116,341)
Cash and cash equivalents at beginning of period
4,414
1,120,755
Cash and cash equivalents at end of period
1,650,193
4,414

The notes on pages 12 to 24 form part of these financial statements.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2022
- 12 -
1
Accounting policies
Company information

Newton Down Windfarm Limited is a private company limited by shares incorporated in England and Wales. The registered office is 250 Wharfedale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TP.

 

The Company's principal activity is the generation of electricity from renewable energy sources which is achieved through the operation of wind turbines.

1.1
Reporting period

The directors present a shorter period of account from 1 January 2022 to 30 June 2022, due to aligning the year end with other entities in the Group. As such the comparatives for a whole year are not entirely comparable.

1.2
Accounting convention

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.

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, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
Going concern

These accounts have been prepared on a going concern basis, which the directors believe to be appropriate following the consideration of cashflow forecasts which show the Company is able to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

 

The directors have considered the impact which the current economic downturn, triggered by COVID-19, could have on the ability of the Company to continue as a going concern. In their view, whilst the demand for electricity generation may decrease in the short term, the ability of the Company to generate electricity will not be materially impacted. Importantly, as the Company's revenues are derived from the sale of electricity, a fall in electricity demand has no impact on 22% of the Company's revenues, as these are backed by government subsidies and limited impact on the remaining 78% as these are sold through power purchase agreements on a rolling fixed term basis. As such, the directors do not expect a significant impact on revenue and cash flows of the entity. The Company has in place risk mitigation plans in order to ensure, as far as possible, electricity generation from the plant is maintained. The Company's key service providers have all successfully implemented remote working policies with contractors providing onsite operational technical support treated as key workers with unfettered access to the sites in order to carry out necessary works if required. Hence the directors do not consider COVID-19 to have a material impact on the Company's ability to continue as a going concern.

 

The directors have considered the impact which the current conflict in Ukraine could have on the Company. In their view, as the Company has no direct exposure to Ukraine or Russia, the directors do not expect a significant impact on revenue and cash flows of the Company arising from the conflict.

1.4
Turnover

Turnover is generated from electricity sold to a third party under a Power Purchase Agreement ("PPA") and through the renewable obligation certificate ("ROC") under a UK government scheme associated with electricity generated. It is recognised net of VAT when the electricity is physically exported.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 13 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
Straight line over 25 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
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.

1.7
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.

1.8
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 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.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 14 -
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 16 -
1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.14

Loans

Non-derivative financial liabilities with fixed or determinable repayments that are not quoted in an active market are classified as loans. Loans are initially recognised at fair value of the consideration received plus directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method. Arrangement fees and interest payable on financial liabilities that are classified as loans, are charged to the profit and loss account.

 

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating the interest payable over the expected life of the liability. The effective interest rate is the rate that exactly discounts estimated future cashflows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable, that are an integral part of the instrument yield and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.

1.15

Hedge accounting

The Company uses variable to fixed interest rate swaps to manage its exposure to fair value risk on its long term borrowings. These derivatives are measured at fair value at each balance sheet date.

 

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and represented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 17 -
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, 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.

 

In preparing the financial statements, the directors have made the following judgements and estimates:

 

  • Going concern - refer to accounting policy 1.3

 

  • Tangible fixed assets are depreciated over their forecast useful economic lives, which is estimated by management, with regard to how long the assets are expected to remain operational and generate economic benefits. Any anticipated residual values are taken into account where appropriate. The actual useful lives of assets and their estimated residual values are reviewed annually and can vary based on a number of factors, such as the asset's condition, market conditions, remaining useful life and projected disposal value.

 

  • There is an obligation to restore the land upon which the Company's asset is situated back to its original condition at the end of the lease, which requires management to estimate the future restoration costs.

 

  • An assessment of the possible impairment of assets takes place bi-annually, whereby the Directors calculate the fair value on a discounted cash-flow basis in accordance with IPEV Valuation Guidelines. This value is then compared to that within the financial statements at which point, if there are signs of impairment, this is then accounted for.

 

  • A determination of the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the net effect of future planning strategies.

3
Turnover

 

All turnover arose within the United Kingdom from the generation of electricity, in both the current period and prior year.

4
Operating profit
2022
2021
Operating profit for the period is stated after charging/(crediting):
£
£
Exchange losses/(gains)
458
(73)
Depreciation of owned tangible fixed assets
148,221
296,898
Operating lease charges
12,648
28,232
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
3,000
2,750
NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 18 -
6
Employees

The Company had no employees (2021 - Nil) other than its directors, who did not receive any remuneration (2021 - Nil).

7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest receivable from group companies
88,870
158,515

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
88,870
158,515
8
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
164,177
361,968
Other finance costs:
Unwinding of discount on provisions
626
-
0
164,803
361,968
9
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
82,964
-
0
Deferred tax
Origination and reversal of timing differences
20,204
274,597
Total tax charge
103,168
274,597
NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
9
Taxation
(Continued)
- 19 -

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Profit before taxation
1,058,397
1,132,403
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
201,095
215,157
Tax effect of expenses that are not deductible in determining taxable profit
1,616
4,215
Effect of change in corporation tax rate
20,105
110,918
Group relief
(62,114)
(171,639)
Depreciation on assets not qualifying for tax allowances
6,106
11,929
Deferred tax adjustments in respect of prior years
(63,640)
-
0
Correction made in future period
-
0
104,017
Taxation charge for the period
103,168
274,597

An increase in the rate of corporation tax from 19% to 25% has been substantively enacted at the time of the approval of these financial statements. The increase is effective from 1 April 2023 and will impact the Company's future tax charges on its taxable profits accordingly. The value of the deferred tax liability at the reporting date has been calculated using the new 25% rate, being the rate expected to apply upon reversal of the timing differences to which the liability relates.

10
Tangible fixed assets
Plant and equipment
£
Cost
At 1 January 2022
7,427,337
Additions
50,041
At 30 June 2022
7,477,378
Depreciation and impairment
At 1 January 2022
1,436,214
Depreciation charged in the period
148,221
At 30 June 2022
1,584,435
Carrying amount
At 30 June 2022
5,892,943
At 31 December 2021
5,991,123
NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
10
Tangible fixed assets
(Continued)
- 20 -

Borrowing costs amounting to £323,201 (2021: £323,201) have been included in the cost of the tangible assets.

 

The tangible fixed assets of the Company form part of the security offered against debts of other group companies.

11
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
462,725
767,751
Corporation tax recoverable
24,643
-
0
Amounts owed by group undertakings
3,594,077
3,519,352
Other debtors
605,283
839
Prepayments and accrued income
349,900
948,598
5,036,628
5,236,540
2022
2021
Amounts falling due after more than one year:
£
£
Other debtors
415,592
415,592
Total debtors
5,452,220
5,652,132

Included in amounts owed by group undertakings are secured debts of £3,594,077 (2021: £3,519,352). The loan is repayable on demand and bears interest at 7% per annum.

12
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
93,086
17,495
Taxation and social security
187,578
107,686
Other creditors
-
0
40,308
Accruals and deferred income
107,653
261,116
388,317
426,605

 

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 21 -
13
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Other borrowings
14
8,612,604
8,897,481
14
Loans and overdrafts
2022
2021
£
£
Other loans
8,612,604
8,897,481
Payable after one year
8,612,604
8,897,481

Other loans represent secured debts, with Bayerische Landesbank as Security Trustee for the Secured Parties (Security Trustee), which holds fixed and floating charges dated 18 August 2016 covering all the property or undertaking of the company, the outstanding charge contains a negative pledge.

 

The borrowings carry interest of 2.37% above base rate per annum and are repayable by instalment every 6 months, with a final maturity date of 31 December 2033.

15
Financial instruments
2022
2021
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
5,077,677
4,703,534
Cash
1,650,193
4,414
Carrying amount of financial liabilities
Measured at amortised cost
8,813,343
9,216,400

 

Debt instruments measured at amortised cost comprise trade debtors and other debtors.

 

Financial liabilities measured at amortised cost comprise trade creditors, accruals and amounts owed to group undertakings.

16
Provisions for liabilities
2022
2021
£
£
Restoration provision
50,667
-
NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
16
Provisions for liabilities
(Continued)
- 22 -
Movements on provisions:
Restoration provision
£
Additional provisions in the year
50,667

The restoration provision relates the Company's expected costs to restore the land on which the Company's asset is situated, to its original condition at the end of the lease term, which expires in March 2042.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2022
2021
Balances:
£
£
Accelerated capital allowances
607,882
587,678
2022
Movements in the period:
£
Liability at 1 January 2022
587,678
Charge to profit or loss
20,204
Liability at 30 June 2022
607,882
18
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100

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

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 23 -
19
Hedging reserve
2022
2021
£
£
At the beginning of the period
(40,308)
(674,304)
Gains and losses on cash flow hedges
644,752
633,996
At the end of the period
604,444
(40,308)

The hedging reserve represents the movement in fair value of the interest rate swap.

20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2022
2021
£
£
Within one year
88,921
88,921
Between two and five years
11,115
100,036
100,036
188,957
21
Events after the reporting date

There have been no significant events affecting the Company since the period end.

22
Related party transactions

The Company has taken advantage of the exemption available in Section 33.1A of FRS102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the parent company's group.

23
Ultimate controlling party

The Company's immediate parent company is Newton Down Wind Holdco Limited, a company incorporated in the United Kingdom. The registered office is 250 Wharfedale Road, Winnersh Triangle, Wokingham, Berkshire, United Kingdom, RG41 5TP.

 

The ultimate parent company and controlling party is Bluefield Solar Income Fund Limited, which is incorporated in Guernsey.

NEWTON DOWN WINDFARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2022
- 24 -
24
Cash generated from/(absorbed by) operations
2022
2021
£
£
Profit for the period after tax
955,229
857,806
Adjustments for:
Taxation charged
103,168
274,597
Finance costs
164,803
361,968
Investment income
(88,870)
(158,515)
Depreciation and impairment of tangible fixed assets
148,221
296,898
Movements in working capital:
Decrease/(increase) in debtors
828,999
(1,682,859)
Increase/(decrease) in creditors
2,020
(409,698)
Cash generated from/(absorbed by) operations
2,113,570
(459,803)
25
Analysis of changes in net debt
1 January 2022
Cash flows
Other non-cash changes
30 June 2022
£
£
£
£
Cash at bank and in hand
4,414
1,645,779
-
1,650,193
Amounts owed by group undertakings
3,519,352
-
74,725
3,594,077
Borrowings excluding overdrafts
(8,897,481)
284,877
-
(8,612,604)
(5,373,715)
1,930,656
74,725
(3,368,334)
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