Company registration number 09172034 (England and Wales)
KIRK HILL WIND FARM LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
KIRK HILL WIND FARM LIMITED
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Notes to the financial statements
4 - 11
KIRK HILL WIND FARM LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of wind farm development.

 

Post balance sheet date event

The company’s Management Services Agreement (MSA) with Ripple Energy Ltd was terminated in March 2025 as a result of Ripple Energy Ltd’s (Ripple's) insolvency. An interim MSA was agreed with Bruntwood Management Services Ltd. to support Kirk Hill Wind Farm on an operational and financial basis with specialist internal and external resources allocated accordingly.

 

Operations

The wind farm is now operating and generating consistently and has achieved 97% availability since coming on line in July 2024 which is on target for Year 1. Power generation is also tracking positively and in the first 6 months the company has generated an estimated £1.5 - £2 million of revenue, allowing it to build positive cash-flows. Remaining minor site civils snagging and remedial works have been timetabled and are in progress for completion before the first anniversary of commercial operations. All Asset Management plus Operations and Maintenance (O&M) contracts have continued and are unaffected by the Ripple MSA termination.

 

There have been no reportable Health, Safety, Environment or Security events to report.

 

Stakeholders are being kept fully informed of progress during the ongoing transition of services with the team working towards ensuring overdue reporting obligations are met and are up to date. Weekly progress updates are in place with all parties over this period.

 

Directors

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

Mr W Dodd
(Resigned 26 February 2025)
Mr K Crotty
(Resigned 26 Febraury 2025)
Mr D Wilcock
Mrs R H Brunt
(Appointed 26 Febraury 2025)
Auditor

The auditor, Craufurd Hale Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

KIRK HILL WIND FARM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
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 the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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.

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 exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mrs R H Brunt
Director
23 April 2025
KIRK HILL WIND FARM LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 3 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
28,572,070
2,433,210
Current assets
Debtors
4
1,543,762
9,920,010
Cash at bank and in hand
1,490
1,076,313
1,545,252
10,996,323
Creditors: amounts falling due within one year
5
(20,566,038)
(11,474,750)
Net current liabilities
(19,020,786)
(478,427)
Total assets less current liabilities
9,551,284
1,954,783
Creditors: amounts falling due after more than one year
6
(8,461,849)
-
0
Net assets
1,089,435
1,954,783
Capital and reserves
Called up share capital
7
2,680
2,680
Share premium account
3,708,961
3,708,961
Profit and loss reserves
(2,622,206)
(1,756,858)
Total equity
1,089,435
1,954,783

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved and signed by the director and authorised for issue on 23 April 2025
Mrs R H Brunt
Director
Company Registration No. 09172034
KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information

Kirk Hill Wind Farm Limited is a private company limited by shares incorporated in England and Wales. The registered office is Union, Albert Square, Manchester, EC2A 4PS.

1.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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. The principal accounting policies adopted are set out below.

1.2
Going concern

Management is of the view it is appropriate to adopt the principal of going concern as the asset is generating according to plan, revenue is stable and operating costs are broadly in line with expectation. The Company has a planned resolution for the breach of bank covenant and is working closely with all stakeholders including customers and suppliers.true

The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments for a period greater than the twelve months from the date of approval of the financial statements and compared this to current cash holdings.

 

Based on the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and therefore have continued to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of timber and is recognised on delivery.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Tangible fixed assets

Tangible fixed assets are measured at cost and continue to be measured at cost on the basis that the assets are currently in construction and were not in use at the balance sheet date.

Depreciation is not recognised on the assets on the basis that the assets were being constructed and not in use at the balance sheet date.

Plant and machinery
Not depreciated as detailed below

The assets included in plant and machinery are not being depreciated on the basis that the asset is currently being constructed and was not in use as at the balance sheet date.

KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
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). The directors do not consider the assets to be impaired at the balance sheet date on the basis that the assets were being constructed on that date.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and represents cash in hand.

1.7
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 balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs. Financial assets are classified as receivable within one year and are not amortised.

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, and loans from fellow group companies are recognised at transaction. Financial liabilities are classified as payable within one year and are not amortised.

 

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. Trade creditors are recognised at transaction price.

1.8
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.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
3
3

There are no staff costs included in these financial statements and no director expenses are recharged to the company.

KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
2,433,210
Additions
26,138,860
At 31 December 2023
28,572,070
Depreciation and impairment
At 1 January 2023 and 31 December 2023
-
0
Carrying amount
At 31 December 2023
28,572,070
At 31 December 2022
2,433,210
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
663,906
743,036
Unpaid share capital
20
20
Other debtors
784,815
9,176,954
Prepayments
95,021
-
0
1,543,762
9,920,010

Included in other debtors is a bond deposit of £663,768 which forms part of the security for the cost of restoration and aftercare obligations upon decommissioning the site.

5
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
853,233
-
0
Trade creditors
264,533
446,443
Amounts owed to group undertakings
(21,832)
661,360
Other creditors
17,361,575
9,242,736
Accruals and deferred income
2,108,529
1,124,211
20,566,038
11,474,750

Included in other creditors are A loan notes and B loan notes totalling £16,700,215. Interest is charged on the loan notes at a rate of 5% per annum. The loan notes are unsecured and there is no set date of repayment. Interest totalling £892,661 has been accrued on these loan notes and has been included within other creditors.

KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
6
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans
8,461,849
-
0

The loans included above are secured either by way of a charge against the company's interests in the leases held by the company and via a fixed and floating charge over all property or undertakings of the company.

7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
A Ordinary shares of 1p each
154,300
1,543
1,543
1,543
B Ordinary shares of 1p each
113,718
1,137
1,137
1,137
268,018
2,680
2,680
2,680

On 6 May 2022, 145 B ordinary shares of £1 each were re-designated to A ordinary shares of £1 each. The 1,543 A ordinary shares were then subdivided into154,300 A ordinary shares of £0.01 each.

 

On 6 May 2022, 113,718 B ordinary shares of £0.01 each were issued at a premium of £23.07 each.

 

The A ordinary shares and B ordinary shares have equal voting rights. and equal rights to dividends as if they were shares of the same class.

 

All shares are fully paid.

 

 

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was qualified and the auditor reported as follows:

KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Audit report information
(Continued)
- 8 -

Qualified opinion

We have audited the financial statements of Kirk Hill Wind Farm Limited (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet and notes to the financial statements, including 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 our opinion, except for the effects of the matter described in the "Basis for Qualified Opinion paragraph", the financial statements:

Basis for qualified 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 qualified opinion.

 

We were unable to obtain sufficient audit evidence on the following areas:

 

 

 

Key audit matters

Except for the matters described in the "Basis for Qualified Opinion" section, we have determined that there are no key audit matters to be communicated in our report.

Senior Statutory Auditor:
Paul Fagan FCCA
Statutory Auditor:
Craufurd Hale LLP
Date of audit report:
23 April 2025
KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
9
Financial commitments, guarantees and contingent liabilities

Indemnity provisions

Within certain lease agreements, a provision is included which indemnifies the landlord against all legally attributable actions, proceedings, damages and costs incurred by the landlord in consequence of any proven breach by the tenant of any provision of the lease subject to a maximum aggregate liability of £10,000,000.

 

As part of the lease agreements, the company is also required to insure and maintain public liability insurance for a sum of not less than £10,000,000.

 

Capital commitments

The company had entered into an uncancellable agreement before the year end with respect to the purchase and delivery of the wind turbines. At the balance sheet date, the amount still payable under this contract was £nil (2022: £6,738,226). Additional costs totalling £453,523 were incurred after the balance sheet date due to delays in the work completed.

 

At the balance sheet date, in addition to the amount accrued at the balance sheet date and included in other creditors of £158,172, the company was committed to a total of £994,409 (2022: £nil) with respect to the development of the wind farm site.

 

At the balance sheet date, in addition to the amount accrued at the balance sheet date and included in other creditors of £419,387, the company was committed to a total of £872,840 (2022: £1,964,753) with respect to connection work.

 

Other commitments

As part of the planning application, the company is required to secure a performance guarantee bond of £1,319,394 which secures the cost of restoration and aftercare obligations upon decommissioning the site. At the date of signing the accounts, the directors are currently in the process of negotiating and agreeing this bond.

 

Service fee commitment

At the balance sheet date the company was committed to a service base fee for each operational year. This is the greater of the service base fee estimate for 20 years totalling £5,410,704 or the annual output figure which is determined as follows:

 

 

KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
10
Operating lease commitments

The lease agreements held by Falck Renewables Wind Limited at the date of the agreement, 2 December 2014, were transferred to Kirk Hill Wind Farm Limited. Rent is payable the earlier of the date occurring 18 months after the date of entry or the commercial operation date, defined as the rent start date. From this date, annual rent for the first rental period (defined as the period from the rent start date to the twelfth or fourteenth anniversary of the commercial operation date) is payable.

 

For the purposes of calculating the commitment, the directors have used 1 May 2024 as the rent commencement date and the date of commencement of commercial operations, although the date of commercial operations commenced in April 2024.

 

The end date of the agreement, 31 December 2048, has been determined by the directors as being the date the production of electricity of the wind farm is estimated to cease.

 

All figures detailed below are indexed linked. The directors have made no allowance for future indexation of the amounts disclosed below due to the uncertainties surrounding the estimation of this.

 

There are various elements of the contracts as follows:

 

Access rent

Access rent for the first rental period being 1 January 2024 to 31 December 2035 is estimated to be £159,333. Access rent for the second rental period being 1 January 2036 to 31 December 2048 is estimated to be £201,073. This is based on per megawatt access area installed capacity.

 

Minimum rent

This is based on the greater of megawatt of actual installed capacity per annum or an amount as stated per the contract. The first rental period, ending either on 31 December 2035 or on 31 December 2037, is estimated to be £1,343,389. The second rental period, commencing either on 1 January 2036 or on 1 January 2038 and ending on 31 December 2048, is estimated to be £1,714,942.

 

Variable rent

During the first rental period (as defined above), variable rent per annum payable is either the greater of £2 in total per megawatt hour of electricity exported or 4% in total of gross income received in preceding year. During the second rental period (as defined above), variable rent per annum is also payable either the greater of £4 in total per megawatt hour of electricity exported or 6.75% in total of gross income received in preceding year.

 

At the balance sheet date, the directors are unable to reliably estimate the megawatt hour of electricity exported or total gross income.

 

Other rents payable

Other rent is payable with respect to the carpark, access and substation, and other land required for the wind farm. The total commitment for these agreements is estimated to be £590,807.

 

Disturbance payments

At the balance sheet date, the company had a total of £74,000 payable in future years with respect to disturbance payments as outlined within the lease agreements.

 

In addition to the above, for the first rental period, being 1 January 2024 to 31 December 2035, disturbance payments are estimated to be £216,748. Disturbance payments for the second rental period, being 1 January 2036 to 31 December 2048, are estimated to be £255,453.

KIRK HILL WIND FARM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
11
Parent company

In the opinion of the directors, there is no immediate or ultimate parent company. Decisions are made jointly between Kirk Hill Coop Limited and Bruntwood Kirk Hill Holdings Limited. Both entities are registered in England and Wales.

 

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