Caseware UK (AP4) 2023.0.135 2023.0.135 2022-12-312022-12-312022-12-312falsetrue2022-01-01falseholding company0false 13721911 2021-12-31 13721911 2022-01-01 2022-12-31 13721911 2020-11-03 2021-11-02 13721911 2022-12-31 13721911 c:Director1 2022-01-01 2022-12-31 13721911 c:Director1 2022-12-31 13721911 c:Director2 2022-01-01 2022-12-31 13721911 c:Director2 2022-12-31 13721911 c:Director3 2022-01-01 2022-12-31 13721911 c:Director3 2022-12-31 13721911 c:RegisteredOffice 2022-01-01 2022-12-31 13721911 d:Buildings 2022-01-01 2022-12-31 13721911 d:CurrentFinancialInstruments 2022-12-31 13721911 d:Non-currentFinancialInstruments 2022-12-31 13721911 d:Non-currentFinancialInstruments 1 2022-12-31 13721911 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 13721911 d:ShareCapital 2022-01-01 2022-12-31 13721911 d:ShareCapital 2022-12-31 13721911 d:SharePremium 2022-01-01 2022-12-31 13721911 d:SharePremium 2022-12-31 13721911 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 13721911 d:RetainedEarningsAccumulatedLosses 2022-12-31 13721911 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 13721911 d:TaxLossesCarry-forwardsDeferredTax 2022-12-31 13721911 d:OtherDeferredTax 2022-12-31 13721911 c:OrdinaryShareClass1 2022-01-01 2022-12-31 13721911 c:OrdinaryShareClass1 2022-12-31 13721911 c:FRS102 2022-01-01 2022-12-31 13721911 c:Audited 2022-01-01 2022-12-31 13721911 c:FullAccounts 2022-01-01 2022-12-31 13721911 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 13721911 d:Subsidiary1 2022-01-01 2022-12-31 13721911 d:Subsidiary1 1 2022-01-01 2022-12-31 13721911 d:Subsidiary2 2022-01-01 2022-12-31 13721911 d:Subsidiary2 1 2022-01-01 2022-12-31 13721911 d:Subsidiary3 2022-01-01 2022-12-31 13721911 d:Subsidiary3 1 2022-01-01 2022-12-31 13721911 d:Subsidiary4 2022-01-01 2022-12-31 13721911 d:Subsidiary4 1 2022-01-01 2022-12-31 13721911 d:Subsidiary5 2022-01-01 2022-12-31 13721911 d:Subsidiary5 1 2022-01-01 2022-12-31 13721911 c:Consolidated 2022-12-31 13721911 c:ConsolidatedGroupCompanyAccounts 2022-01-01 2022-12-31 13721911 6 2022-01-01 2022-12-31 13721911 9 2022-01-01 2022-12-31 13721911 f:PoundSterling 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure


Registered number: 13721911












TORES 1 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

 

TORES 1 LIMITED

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 3
Director's report
 
4
Director's responsibilities statement
 
5
Independent auditors' report
 
6 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10 - 11
Company balance sheet
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Consolidated analysis of net debt
 
16
Notes to the financial statements
 
17 - 34


 

TORES 1 LIMITED
 
COMPANY INFORMATION


Directors
M Hubbard (appointed 3 November 2021)
S Watson (appointed 3 November 2021, resigned 24 November 2021)
S Watson (appointed 30 June 2022)




Registered number
13721911



Registered office
7th Floor Wellington House
125-130 Strand

London

WC2R 0AP




Independent auditors
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

TORES 1 LIMITED
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

Introduction
 
The directors present their strategic report on the group for the period ended 31 December 2022. The principal activity of the group is the operation of wind farms. During the period five wind farms were in operation with a total generating capacity of 57.4 MW.

Business review
 
The profit and loss account on page 11 of the financial statements provides a summary of the group's trading results for the period. The performance and results for the year are in line with the director's expectations.
There have been no significant issues with the turbines during the period.
The directors continue to review the business and the wider industry to minimise or mitigate the risks that are prevalent in the commercial environment. 

Principal risks and uncertainties
 
A principal risk to the group is that of wind turbine performance issues reducing availability. The group mitigates this risk, in part, through technical assessments and monitoring key risk areas associated with wind turbine performance and optimising service and maintenance activities to ensure each activity is appropriate based on operational knowledge. The group has long term scheduled maintenance and site management contracts in place with leading industry counterparties.
The changing wholsesale market for the sale of electricity is also a key risk to the group. The group continues to assess the wholesale energy markets and monitors the impact of market movements across seasons. When appropriate the group will enter into fixed price PPA agreements for the near term to deliver certainty to shareholders and comply with loan covenants. There are, however, factors that are more difficult to mitigate and plan for, including political, weather and regulatory challenges. 
Compliance and legislation affecting the group is another key risk. These changes can lead to additional obligations and have a financial impact on the group. The group mitigates this risk by appointing advisors to ensure that management are aware of any changes to legislation. The financial instruments used by the group arise wholly and directly from its activities. The main financial instruments comprise debtors, cash at bank and trade creditors. The financial risks arising from these financial instruments are considered low. The ongoing financial stability of the business and its ability to service payments in spite of potentially low revenue for the financial year, allows the company to maintain good terms with preferred suppliers and their credit partners.
Cash reserves have remained healthy over the period and the group continues to grow. Working capital will continue to be monitored on a regular basis by the directors. 
Tores 1 Limited will continue to manage its subsidiaries with the view of profits from operations being paid up to the holding company. 

Financial key performance indicators
 
The key performance indicators used by the group include output generated by the turbines, which was 92,338MWh for the consolidated period, and turnover which was £19,953,892 for the period.
The board receives monthly reporting of key metrics which helps to ensure optimal business performance. 

Page 2

 

TORES 1 LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022


This report was approved by the board on 11 April 2024 and signed on its behalf.



S Watson
Director

Page 3

 

TORES 1 LIMITED

DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The director presents his report and the financial statements for the period ended 31 December 2022.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £1,441,663.

The directors do not recommend a dividend. 

Directors

The directors who served during the period were:

M Hubbard (appointed 3 November 2021)
S Watson (appointed 3 November 2021, resigned 24 November 2021)
S Watson (appointed 30 June 2022)

Disclosure of information to auditors

The director at the time when this director's report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

 has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

This report was approved by the board and signed on its behalf.
 





S Watson
Director

Date: 11 April 2024

Page 4

 

TORES 1 LIMITED
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The director is responsible for preparing the group strategic report, the director's report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 

TORES 1 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TORES 1 LIMITED
 FOR THE PERIOD ENDED 31 DECEMBER 2022

Opinion


We have audited the financial statements of Tores 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022, which comprise the group statement of comprehensive income, the group and company balance sheets, the group statement of cash flows, the group and company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 group's and of the parent company's affairs as at 31 December 2022 and of the Group's profit for the period 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 director's 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 group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.


Page 6

 

TORES 1 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TORES 1 LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditors' report thereon. The director is responsible for the other information contained within the annual reportOur 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. 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 course of 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.


Opinion 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 group strategic report and the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the director's report 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the director's report.


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


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 director's responsibilities statement set out on page 5, the director is 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 director determines is 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

TORES 1 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TORES 1 LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

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 an auditors' report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;


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 auditors' report.


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 2006Our 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 auditors' 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.





Russell Tenzer (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
12 April 2024
Page 8

 

TORES 1 LIMITED
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022

2022
Note
£

  

Turnover
 4 
19,953,892

Gross profit
  
19,953,892

Administrative expenses
  
(12,528,596)

Operating profit
 5 
7,425,296

Amounts written off investments
  
(107,820)

Interest payable and similar expenses
 7 
(5,662,128)

Fair value movement on financial swap instruments
  
1,584,646

Profit before taxation
  
3,239,994

Tax on profit
 8 
(1,764,586)

Profit for the financial period
  
1,475,408

  

Total comprehensive income for the period
  
1,475,408

Profit for the period attributable to:
  

Non-controlling interests
  
33,745

Owners of the parent company
  
1,441,663

  
1,475,408

Total comprehensive income for the period attributable to:
  

Non-controlling interest
  
33,745

Owners of the parent Company
  
1,441,663

  
1,475,408

The notes on pages 17 to 34 form part of these financial statements.

Page 9


 
REGISTERED NUMBER:13721911
TORES 1 LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
Note
£

Fixed assets
  

Intangible assets
 10 
49,040,463

Tangible assets
 11 
39,283,458

Investments
 12 
356,934

  
88,680,855

Current assets
  

Debtors: amounts falling due after more than one year
 13 
1,565,264

Debtors: amounts falling due within one year
 13 
6,970,309

Cash at bank and in hand
 14 
8,697,716

  
17,233,289

Creditors: amounts falling due within one year
 15 
(62,495,495)

Net current (liabilities)/assets
  
 
 
(45,262,206)

Total assets less current liabilities
  
43,418,649

Creditors: amounts falling due after more than one year
 16 
(28,962,286)

Provisions for liabilities
  

Deferred taxation
 18 
(4,166,442)

Other provisions
 19 
(2,197,849)

Total provisions
  
 
 
(6,364,291)

Net assets
  
8,092,072


Capital and reserves
  

Called up share capital 
 20 
100

Share premium account
 21 
6,574,600

Profit and loss account
 21 
895,269

Equity attributable to owners of the parent Company
  
7,469,969

Non-controlling interests
  
622,103

  
8,092,072


Page 10


 
REGISTERED NUMBER:13721911
TORES 1 LIMITED
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S Watson
Director

Date: 11 April 2024

The notes on pages 17 to 34 form part of these financial statements.

Page 11


 
REGISTERED NUMBER:13721911
TORES 1 LIMITED

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
Note
£

Fixed assets
  

Investments
 12 
61,277,946

  
61,277,946

Current assets
  

Debtors: amounts falling due within one year
 13 
891,209

Cash at bank and in hand
 14 
747,276

  
1,638,485

Creditors: amounts falling due within one year
 15 
(54,426,008)

Net current (liabilities)/assets
  
 
 
(52,787,523)

Total assets less current liabilities
  
8,490,423

  

  

Net assets
  
8,490,423


Capital and reserves
  

Called up share capital 
 20 
100

Share premium account
 21 
6,574,600

Profit and loss account
  
1,915,723

  
8,490,423


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S Watson
Director
 
Date: 
11 April 2024

The notes on pages 17 to 34 form part of these financial statements.

Page 12

 

TORES 1 LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent company
Non-controlling interests
Total equity

£
£
£
£
£
£

At 3 November 2021
-
-
(385,394)
(385,394)
588,358
202,964


Comprehensive income for the period

Profit for the period
-
-
1,441,663
1,441,663
33,745
1,475,408


Contributions by and distributions to owners

Dividends outside of group
-
-
(161,000)
(161,000)
-
(161,000)

Shares issued during the period
100
6,574,600
-
6,574,700
-
6,574,700


Total transactions with owners
100
6,574,600
(161,000)
6,413,700
-
6,413,700


At 31 December 2022
100
6,574,600
895,269
7,469,969
622,103
8,092,072

The notes on pages 17 to 34 form part of these financial statements.

Page 13

 

TORES 1 LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
1,915,723
1,915,723


Contributions by and distributions to owners

Shares issued during the period
100
6,574,600
-
6,574,700


Total transactions with owners
100
6,574,600
-
6,574,700


At 31 December 2022
100
6,574,600
1,915,723
8,490,423

The notes on pages 17 to 34 form part of these financial statements.

Page 14

 

TORES 1 LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2022
£

Cash flows from operating activities

Profit for the financial period
1,475,408

Adjustments for:

Amortisation of intangible assets
5,448,940

Depreciation of tangible assets
3,450,277

Interest paid
5,662,128

Taxation charge
1,764,586

(Increase) in debtors
(6,970,309)

Increase in creditors
59,823,713

Increase in provisions
2,224,447

Corporation tax (paid)/received
(288,900)

Net cash generated from operating activities

72,590,290


Cash flows from investing activities

Acquisition of a subsidiary, net of cash acquired
(56,953,837)

Net cash from investing activities

(56,953,837)

Cash flows from financing activities

Repayment of group loan amounts
(5,318,590)

Dividends paid
(161,000)

Interest paid
(5,662,128)

Cash balances acquired on acquisition of subsidiaries
4,202,981

Net cash used in financing activities
(6,938,737)

Net increase in cash and cash equivalents
8,697,716

Cash and cash equivalents at the end of period
8,697,716


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
8,697,716

8,697,716


The notes on pages 17 to 34 form part of these financial statements.

Page 15

 

TORES 1 LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2022




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2022
£

£

£

Cash at bank and in hand

747,276

7,950,440

8,697,716

Debt due after 1 year

-

(32,626,530)

(32,626,530)

Debt due within 1 year

-

(529,048)

(529,048)


747,276
(25,205,138)
(24,457,862)

The notes on pages 17 to 34 form part of these financial statements.

Page 16

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

1.


General information

Tores 1 Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is 7th Floor Wellington House, 125-130 Strand, London, United Kingdom, WC2R 0AP.
These financial statements have been prepared for a 14-month period from 03 November 2021 to 31 December 2022 as first reporting period financial statements.
The group consists of Tores 1 Limited and all of its subsidiaries. 
The financial statements are presented in Sterling (£), which is the functional currency of the company and group. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. 

  
2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operation existence and meet its liabilities as they fall due for the forseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. 

Page 17

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

  
2.5

Revenue

Revenue represents amounts receivable from the generation and sale of electricity and associated benefits net of VAT and is recognised on an accruals basis according to the quantity of electricity generated, once this can be reliably measured and it is probable that the economic benefits associated with the transactions will flow to the entity.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 18

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.10

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.
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.

 
2.11

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 group 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.

Page 19

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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:

Wind Power Asset
-
Straight-line over 20 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 profit or loss.

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.14

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

  
2.15

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds. 

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 20

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.17

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

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 Group after deducting all of its liabilities. 
 
The Group’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 21

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  

Financial instruments (continued)

Impairment of financial assets
Financial assets 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 profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.
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 and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

 
2.18

Hedge accounting

The Group uses variable to fixed interest rate swaps to manage its exposure to fair value risk on its assets.. 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 presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the period.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the period. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

Page 22

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

As presented in Note 13 within accrued income there is an amount accrued for in relation to Renewable Obligation Certificates (ROCs). Income is recognised based on a single £GBP per megawatt hours basis and this value is not determined until November after the reporting period ends. The price used for the period is an estimate based on the prior year's price set by Ofgem. 
The value of ROC recycling is dependent on the total number of ROC's presented, obligation levels and the buy-out fund. A price is then set for the distribution to suppliers. 
The residual or scrap value of the wind turbine assets has been estimated by reference to a third party report which sets out the current estimated scrap value of the turbines.
The decommissioning liability to be incurred at the end of the initial lease term has also been estimated with reference to this report which sets out the current estimated cost of decommissioning the wind turbines and restoring the site to its previous use. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2022
£

Electricity
19,953,892


All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2022
£

Depreciation of tangible fixed assets
3,450,277

Operating lease charges
2,012,342

Exchange differences
6,367

Audit fees payable to the group's auditor
40,000

Page 23

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

6.


Employees

The average monthly number of employees, including the director, during the period was as follows:



Group
Company
        2022
        2022
            No.
            No.







Directors
3
2


7.


Interest payable and similar expenses

2022
£


Bank interest payable
646,200

Other loan interest payable
4,879,877

Unwind of discount
136,051

5,662,128


8.


Taxation


2022
£

Corporation tax


Current tax on profits for the year
1,717,134



Total current tax
1,717,134

Deferred tax


Deferred tax - current year
47,452

Total deferred tax
47,452


Tax on profit
1,764,586

Factors affecting tax charge for the period

There were no factors that affected the tax charge for the period which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 19%.

 


Page 24

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
 
8.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This new law was substantively enacted on 24 May 2021.
In the Autumn Budget 2022, the UK Government announced the Energy Generator Levy (EGL). From 1 January 2023 a temporary 45% corporation tax charge will be applied on exceptional receipts generated from the production of wholesale electricity. Exceptional receipts are defined as amounts from wholesale electricy sold at an average price in excess of £75/MWh over an accounting period. The levy is limited to companies or groups whose relevant electricity output exceeds 50 gigawatt hours across a year and applies to only exceptional receipts exceeding £10 million per annum. The levy was substantively enacted on 17 November 2022 and will apply from 1 January 2023 to 31 March 2028.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.


9.


Dividends

2022
£


Ordinary dividends paid by subsidiaries
161,000

Page 25

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

10.


Intangible assets

Group




Goodwill

£



Cost


On acquisition of subsidiaries
54,489,403



At 31 December 2022

54,489,403



Amortisation


Charge for the period
5,448,940



At 31 December 2022

5,448,940



Net book value



At 31 December 2022
49,040,463




11.


Tangible fixed assets

Group






Wind Farm Development

£



Cost 


Acquisition of subsidiary
42,733,735



At 31 December 2022

42,733,735



Depreciation


Charge for the period
3,450,277



At 31 December 2022

3,450,277



Net book value



At 31 December 2022
39,283,458

Page 26

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

12.


Fixed asset investments

Group





Unlisted investments

£



Cost or valuation


Amounts written off
(107,820)


On acquisition of subsidiaries
464,754



At 31 December 2022
356,934




Company





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost 


Additions
59,556,102
-
59,556,102


Amounts written off
-
(543,083)
(543,083)


On acquisition of subsidiaries
-
2,264,927
2,264,927



At 31 December 2022
59,556,102
1,721,844
61,277,946




Page 27

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Achairn Energy Limited
The Ca'D'Oro, 45 Gordon Street, Glasgow, G1 3PE
Operation of a windfarm
Ordinary shares
74.47%
Biggleswade Wind Farm Limited
7th Floor, Wellington House, 125-130 Strand, London, England, WC2R 0AP
Operation of a windfarm
Ordinary shares
100%
White Mill Windfarm Limited
7th Floor, Wellington House, 125-130 Strand, London, England, WC2R 0AP
Operation of a windfarm
Ordinary shares
100%
Bernard Matthews Green Energy Halesworth Limited
 7th Floor, Wellington House, 125-130 Strand, London, England, WC2R 0AP
Operation of a windfarm
Ordinary shares
100%
Eye Wind Power Limited
 7th Floor, Wellington House, 125-130 Strand, London, England, WC2R 0AP
Operation of a windfarm
Ordinary shares
100%

Page 28

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

13.


Debtors

Group
Company
2022
2022
£
£

Due after more than one year

Financial instruments (after 1 yr)
1,565,264
-

1,565,264
-


Group
Company
2022
2022
£
£

Due within one year

Trade debtors
837,012
-

Other debtors
496,721
-

Prepayments and accrued income
5,636,576
60,116

Deferred taxation
-
831,093

6,970,309
891,209



14.


Cash

Group
Company
2022
2022
£
£

Cash at bank and in hand
8,697,716
747,276

8,697,716
747,276


Page 29

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

15.


Creditors: Amounts falling due within one year

Group
Company
2022
2022
£
£

Bank loans
4,199,827
-

Trade creditors
91,728
-

Amounts owed to group undertakings
54,386,008
54,386,008

Corporation tax
1,924,955
-

Other taxation and social security
898,116
-

Accruals and deferred income
994,861
40,000

62,495,495
54,426,008


Amounts owed to group undertakings accrue interest annually at a fixed rate of 7% per annum and at a default rate of 9%, have no fixed repayment date and are repayable on demand. 


16.


Creditors: Amounts falling due after more than one year

Group
2022
£

Bank loans
28,955,751

Financial instruments (after 1 yr)
6,535

28,962,286


Bank loans and other loans are secured by way of fixed and floating charges over the group and company assets.
Bank loans are repayable in bi-annual amounts with interest charged at different rates for each loan. These vary between 2.708% and 6.190% per annum.

Page 30

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

17.


Loans


Analysis of the maturity of loans is given below:


Group
2022
£

Amounts falling due within one year

Bank loans
4,199,827

Amounts falling due 2-5 years

Bank loans
11,021,824

Amounts falling due after more than 5 years

Bank loans
17,933,927


33,155,578



18.


Deferred taxation


Group



2022


£






Charged to profit or loss
831,093


Arising on business combinations
(4,997,535)



At end of year
(4,166,442)

Page 31

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
 
18.Deferred taxation (continued)

Company


2022


£






Charged to profit or loss
831,093



At end of year
831,093

Group
Company
2022
2022
£
£

Accelerated capital allowances
(6,201,060)
-

Tax losses carried forward
850,065
-

Short term timing differences
1,184,553
831,093

(4,166,442)
831,093

Page 32

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

19.


Provisions


Group



Decommissioning provision

£





Arising on business combinations
2,061,798


Unwind of discount
136,051



At 31 December 2022
2,197,849


20.


Share capital

2022
£
Allotted, called up and fully paid


100 Ordinary shares of £1.00 each
100





21.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. 

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses. 


22.


Commitments under operating leases

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


Group
2022
£

Not later than 1 year
2,152,446

Later than 1 year and not later than 5 years
7,442,621

Later than 5 years
8,391,543

17,986,610
Page 33

 

TORES 1 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

23.


Related party transactions

Included in creditors is an amount of £54,386,008 due to the immediate parent of the company.
Included in interest payable for the period is £3,854,422 which was paid to the immediate parent of the company. Interest income of £247,223 was also received during the period in relation to income from loan investments. 
Included within debtors is an amount owing of £60,116 in relation to mezzanine loan interest. This relates to balances owing from subsidiaries which have been eliminated upon consolidation. 
Included within investments of the company is a balance of £356,954 which relate to long term balances owing from two of the groups subsidiaries which were acquired upon acquisition. 
During the period, the company received dividends of £5,023,140 from its subsidiary companies. 


24.


Controlling party

The immediate parent undertaking is Temporis Operational Renewable Energy Strategy LP, a limited partnership incorporated in the Cayman Islands.
The parent of the smallest group that prepares consolidated financial statements and for which the company is a member is that headed by Temporis Limited, a company incorporated in Malta. THe registered office of Temporis Limited is 171 Old Bakery Street, Valletta VLT1455, Malta.

Page 34