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REGISTERED NUMBER: 09119107 (England and Wales)















REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

SECOND GENERATION VERWOOD LIMITED

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023




Page

Company Information 1

Report of the Directors 2

Statement of Income and Retained Earnings 3

Statement of Financial Position 4

Notes to the Financial Statements 6


SECOND GENERATION VERWOOD LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







Directors: D Goodwin
G E Shaw
J Elsworth





Registered office: C/o Foresight Group Llp The Shard
32 London Bridge Street
London
SE1 9SG





Registered number: 09119107 (England and Wales)






SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

Principal activity
The principal activity of the company in the year under review was that of the development and generation of electricity using solar technology on a solar farm located in Dorset, England.

Directors
G E Shaw has held office during the whole of the period from 1 January 2023 to the date of this report.

Other changes in directors holding office are as follows:

D Goodwin - appointed 15 October 2023
Pinecroft Corporate Services Limited - resigned 16 October 2023

J Elsworth was appointed as a director after 31 December 2023 but prior to the date of this report.

Going concern
The directors have a reasonable expectation that the company has adequate resources to be in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the annual report and accounts.

Small company exemption
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 414B of the Companies Act 2006 not to provide a Strategic Report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:





G E Shaw - Director


23 September 2024

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

31.12.23 31.12.22
Notes £ £

Turnover 3,002,018 3,036,349

Cost of sales (235,348 ) (311,285 )
Gross profit 2,766,670 2,725,064

Administrative expenses (1,357,258 ) (1,248,537 )
Operating profit 4 1,409,412 1,476,527


Interest payable and similar expenses (1,908,030 ) (1,908,030 )
Loss before taxation (498,618 ) (431,503 )

Tax on loss 5 (129,562 ) (289,822 )
Loss for the financial year (628,180 ) (721,325 )

Retained earnings at beginning of year (6,184,584 ) (5,463,259 )

Retained earnings at end of year (6,812,764 ) (6,184,584 )

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

31.12.23 31.12.22
Notes £ £
Fixed assets
Tangible assets 6 14,807,071 15,722,973

Current assets
Debtors 7 586,380 619,917
Cash at bank 1,388,235 1,138,103
1,974,615 1,758,020
Creditors
Amounts falling due within one year 8 (1,839,612 ) (1,491,742 )
Net current assets 135,003 266,278
Total assets less current liabilities 14,942,074 15,989,251

Creditors
Amounts falling due after more than one
year

9

(19,182,722

)

(19,587,949

)

Provisions for liabilities (329,657 ) (343,427 )
Net liabilities (4,570,305 ) (3,942,125 )

Capital and reserves
Called up share capital 10 2,242,459 2,242,459
Retained earnings 11 (6,812,764 ) (6,184,584 )
Shareholders' funds (4,570,305 ) (3,942,125 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

STATEMENT OF FINANCIAL POSITION - continued
31 DECEMBER 2023


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

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2024 and were signed on its behalf by:




G E Shaw - Director



D Goodwin - Director


SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1. Statutory information

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

2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Financial instruments
Financial instruments recognised on the balance sheet include trade and other receivables, cash and cash equivalents, accounts payable and other financial liabilities.

Initial recognition and measurement
Financial assets and financial liabilities are recognised on the balance sheet when the company becomes party to the contractual provisions of the instrument. Financial instruments are initially recorded at fair value plus, in the case of a financial asset or financial liability not at fair value through profit or loss, directly attributable transaction costs. Subsequent measurement and impairment for each classification is specified in the sections below.

All normal way purchases and sales of financial assets are recognised on the trade date i.e. the date that the company commits to purchase or sell the financial assets.

De-recognition of financial assets and liabilities
A financial asset, or apportion of a financial asset, is derecognised where:

- The rights to receive cash flows from the asset have expired;

- The company retains the right to receive the cash flow from the asset, but has assumed an obligation to pay them in full without material delay to a third party under "pass-through" arrangement, or

- The company has transferred the rights to receive cash flows from the asset and either:

(i) has transferred substantially all the risks and rewards of ownership of the asset or
(ii) has neither transferred nor retained substantially all the risks and rewards of ownership of the asset but has transferred control of the asset.

A financial liability is de-recognised when the obligation under the liability is discharged, cancelled or has expired.

Trade and other receivables
Trade and other receivables reflected on the balance sheet are net of an allowance for uncollectible amounts.

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. Accounting policies - continued

Financial liabilities
Loans and accounts payables are classified as financial liabilities and are subsequently measured at amortised cost. Gains and losses are recognised in income when the financial liabilities are derecognised or impaired as well as through the amortisation process.

Finance costs and gains or losses relating to financial liabilities are included in the income statement. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any features meeting the definition of financial liability then such capital is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the statement of profit or loss and other comprehensive income on a straight-line basis over the period of the lease.

Impairment of financial assets
The company's financial assets are reviewed at each reporting date or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, to determine whether or not there is any indication of impairment.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Equity
Equity comprises the following

- "Share capital" represents the nominal value of ordinary equity shares.
- "Retained deficit" include all current results as disclosed in the income statement.

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. Accounting policies - continued

Capital risk management
The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Total capital is calculated as 'equity' as shown in the balance sheet plus net debt. The loan balances represent inter-company loans.

Going concern
The Directors have a reasonable expectation that the company has adequate resources to be in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the annual report and accounts.

3. Employees and directors

The average number of employees during the year was NIL (2022 - NIL).

31.12.23 31.12.22
£ £
Directors' remuneration - -

4. Operating profit

The operating profit is stated after charging:

31.12.2331.12.22
££
Depreciation - owned assets915,901915,901
Interest Payable to Group Undertakings1,908,0301,908,030

5. Taxation

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31.12.23 31.12.22
£ £
Current tax:
UK corporation tax 143,332 293,404

Deferred tax (13,770 ) (3,582 )
Tax on loss 129,562 289,822

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

6. Tangible fixed assets
Plant and
machinery
etc
£
Cost
At 1 January 2023
and 31 December 2023 22,329,394
Depreciation
At 1 January 2023 6,606,421
Charge for year 915,902
At 31 December 2023 7,522,323
Net book value
At 31 December 2023 14,807,071
At 31 December 2022 15,722,973

7. Debtors
31.12.23 31.12.22
£ £
Amounts falling due within one year:
Trade debtors 15,646 230,277
Amounts owed by group undertakings 187,268 -
Other debtors 383,465 389,639
586,379 619,916

Amounts falling due after more than one year:
Share Capital not paid 1 1

Aggregate amounts 586,380 619,917

8. Creditors: amounts falling due within one year
31.12.23 31.12.22
£ £
Trade creditors 25,797 22,005
VAT 896,371 182,174
Other creditors 917,444 1,287,563
1,839,612 1,491,742

9. Creditors: amounts falling due after more than one year
31.12.23 31.12.22
£ £
Other creditors 19,182,722 19,587,949

At the year end the company has a long term intercompany loan of £19,080,296 with interest
payable at a rate of 10% per annum.

SECOND GENERATION VERWOOD LIMITED (REGISTERED NUMBER: 09119107)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

10. Called up share capital


Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £ £
2,242,459 Ordinary 1 2,242,459 2,242,459

11. Reserves
Retained
earnings
£

At 1 January 2023 (6,184,584 )
Deficit for the year (628,180 )
At 31 December 2023 (6,812,764 )

12. Other financial commitments

At the year end the company had annual commitments under non-cancellable operating leases as set out below:

Financial Liabilities1 year2 to 5 yearsAfter 5 years

Operating Leases249,4781,061,8593,814,804

13. Ultimate controlling party

The ultimate controlling party is Foresight Solar Fund Limited.

14. Related parties transactions

At the year end the company had a long term loan with Second Generation Portfolio 1 Ltd of £19,080,296.43 Interest payable is calculated at a flat rate of 10% p.a. and amounted to £1,908,029.61 during the year, of which £866,609.35 was outstanding at the end of the year.