Registered number: 09463340
AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2024 |
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GCP ROOFTOP SOLAR 6 PLC
COMPANY INFORMATION
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GCP ROOFTOP SOLAR 6 PLC
CONTENTS
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GCP ROOFTOP SOLAR 6 PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The Directors present their strategic report for the Company for the year ended 31 March 2024.
During the year the principal activity of the Company was the provision of intermediary loan finance.
The Company is in a net liability position at the year end but has been profitable. The Company's turnover during the year amounted to £4,634,000 (2023 - £4,739,000) with profit before tax of £2,000 (2023 - £2,000).
The principal risk to the Company is liquidity risk. The Company must be in a position to meet its fixed interest, debt repayments and overheads from the income received from its debtor. The Company's financing is structured such that cash inflows from loan debtors exceed cash outflows due under financing obligations over the term of the financing provided.
The Company lends to a borrower who generates income from fixed term infrastructure contracts (longer than the term of the loan). The debtor has been rigorously assessed to ensure that they will be able to meet their debt and interest payments. The revenue and the costs of the debtors are benchmarked by an independent technical consultancy and only the net cash flows arising are taken into account when assessing the debtor's ability to service the loan. The Company has a full security package over the debtors' assets and the bank accounts into which revenue is received. The Company has funded its loans by issuing long term fixed rate loan notes to two investment companies specialising in the provision of infrastructure debt in the UK.
The key financial indicator for the Company is cash flow, which is monitored and managed on a regular basis to ensure that liabilities as a whole can be met as they fall due. The Company held cash of £777,000 (2023 - £680,000) at the year end date.
The Directors do not consider that there are any other key performance indicators to the Company.
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GCP ROOFTOP SOLAR 6 PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Directors of the Company have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regards to the stakeholders and matters set out in section 172 of the Companies Act 2006.
In executing their statutory duty the Directors periodically review the strategic direction, business relationships and interactions, impacts more widely of business activity and business conduct, including those activities and roles outsourced to third parties, to ensure the continued promotion for success of all members as well as the interests and success of the Company.
This report was approved by the board and signed on its behalf.
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GCP ROOFTOP SOLAR 6 PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The Directors present their report and the financial statements for the year ended 31 March 2024.
The Directors are responsible for preparing the Strategic Report, the Directors' 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 the Directors have 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 Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
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 to 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.
The profit for the year, after taxation, amounted to £2,000 (2023 - £2,000).
No dividends have been declared or paid during the current or prior year.
The Directors who served during the year were:
The Directors do not anticipate any changes in the level or nature of the Company's business in the near future.
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GCP ROOFTOP SOLAR 6 PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The principal financial risks the Directors consider relevant to the Company are inflation and liquidity risk.
Inflation rate risk The debtor loan principal balance and one of the Company's loan creditors is subject to quartely inflation indexation based on the Retail Price Index ("RPI"). Loans are stated at amortised cost and the effective interest rate calculations are based on the directors’ assumptions that inflation will not exceed a given level per annum over the remaining loan terms. However, the directors have amended their assumptions based on the current and forecast inflation rates using available market data and have factored in the short-term uplift in inflation in the model. The inflation indexation is applied to both the corresponding loan debtor and loan creditor so that there will not be a significant cash flow impact. Liquidity risk The Company's liquidity risk is principally managed through financing by means of long term borrowings. Financing is structured such that cash flow receivable exceeds the fixed cash flow payable over the term of the loan to ensure liabilities can be met as they fall due. Cash flows are monitored and managed closely by management.
The Directors of the Company have, and continue to have, regard for the need to foster the Company's business relationships with suppliers, customers and other stakeholders. This regard is reflected across the decision making process of the Directors. The Directors have opted not to disclose information about impending developments or matters in the course of negotiation as this would, in the opinion of the Directors, be seriously prejudicial to the interests of the Company.
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
There have been no significant events affecting the Company since the year end.
The auditors, Wellden Turnbull Limited, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
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GCP ROOFTOP SOLAR 6 PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
This report was approved by the board and signed on its behalf.
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC
We have audited the financial statements of GCP ROOFTOP SOLAR 6 PLC (the 'Company') for the year ended 31 March 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Directors' Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Directors' Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC (CONTINUED)
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 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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, the valuation of loan receivable any payable balances and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and move widely those for which non-compliance could have a significant impact on the Company's operations and reputation. The Companies Act 2006 and UK tax law are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;
∙Reviewing, including assessing the reasonableness of any assumptions used, the valuation of loan
receivable and payable balances;
∙Assessing the reasonableness of revenue recognised in the period based on contractual terms and obligations and the requirement of accounting standards; and
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC (CONTINUED)
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 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
Albany House
Claremont Lane
Surrey
KT10 9FQ
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GCP ROOFTOP SOLAR 6 PLC
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2024
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GCP ROOFTOP SOLAR 6 PLC
REGISTERED NUMBER: 09463340
BALANCE SHEET
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 19 form part of these financial statements.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
GCP Rooftop Solar 6 PLC is a public Company, limited by shares, incorporated in England and Wales, registered number
2.Accounting policies
The following principal accounting policies have been applied:
The Company is part of a financing structure, the underlying loans structured to ensure that actual cash inflows from the loan debtor exceed the Company's cash outflows to service the loan creditor and overheads over the loan term. The Directors have prepared financial models over the life of the loan which support this position. On this basis the Directors consider it is appropriate to prepare the financial statements on a going concern basis.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of GCP Intermediary Holdings Limited as at 31 March 2024 and these financial statements may be obtained from Companies House.
Turnover comprises interest receivable from the provision of loan financing. Interest receivable is recognised over the loan period using the effective interest method, which takes into account related fees and transaction costs. 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 operates and generates income.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Other debtors and external loans Other debtors and external loans are held at amortised cost which requires the Directors to forecast the expected loan debtor and creditor cashflows receivable and payable over the life of the loans. Interest income and interest payable is recognised annually at an effective rate in the statement of income and retained earnings based on the forecast cashflows. Each year end the Directors update their forecasts and recognise any difference between actual and forecast cashflows as an adjustment to the effective interest income and interest expense. Forecasts require an estimation as to future inflations rates, based on current market data, given the loans are subject to periodic inflation indexation. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated an estimate subject to these variations. If actual loan cashflows over the life of the loans were to be considerably different to the Directors forecasts there could be a material impact on the carrying value of other debtors and loans with a group undertaking and the associated interest income and interest expense.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
The whole of the turnover is attributable to the Company's principal activity.
There were no factors that may affect future tax charges.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Profit and loss account
The Company's immediate and ultimate parent undertaking is
The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by The registered office address of GCP Intermediary Holdings Limited is
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