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Registered number: 06577377
Fred. Olsen Wind Holdings Limited
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Fred. Olsen Wind Holdings Limited
CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report to the Members of Fred. Olsen Wind Holdings Limited
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Profit and Loss Account and Other Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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Fred. Olsen Wind Holdings Limited
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for the year ended 31 December 2024.
Principal activities and trading review
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The principal activity of Fred. Olsen Wind Holdings Limited (the “Company”) is that of a holding company. The Company has investments in four operational windfarms: Crystal Rig Windfarm Limited, Crystal Rig II Limited, Rothes Wind Limited and Paul’s Hill Wind Limited. The Company had a profit for the year of £162,573k (2023: loss of £7,936k).
EBITDA represents earnings before interest, depreciation, amortisation and tax. Interest comprises ‘other interest receivable and similar income’ and ‘interest payable and similar charges’ as set out in the profit and loss account. EBITDA is the key financial metric used by management to judge the financial performance of the Company.
The profit for the year compared to the previous year is largely due to the dividends received from subsidiaries in 2024 which were not repeated in 2023. This was due to settling the intercompany loan.
As of 31 December 2024 the Company held net current liability of £91,384k (2023: £113,957k) with a current ratio of 0.47 (2023: 0.34). The increase in current ratio was primarily due to an increase in intercompany debtors.
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Fred. Olsen Wind Holdings Limited
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal aim of the Company is to maximise long-term results whilst minimising risks. The directors identify and monitor risk on an ongoing basis to establish systems and processes to manage and mitigate those risks. The directors consider the following to be the major risks affecting the Company’s investments:
∙Turbine downtime;
∙Increased service cost;
∙Cyber security at site;
∙Supply chain risk.
These risks are, in turn, mitigated with the following systems and processes:
∙Service contracts with availability guarantees and incentives put in place as well as adequate insurance contracts reviewed annually;
∙A pro-active maintenance strategy and investment in reliable technology;
∙An on-going cyber security task force;
∙Large supplier base and frame agreements with alternatives to required equipment.
The principal risks facing the Company and its investments are:
Financial risks
The Company's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The Company adopts a prudent approach to liquidity management and mitigates against cash flow and liquidity risk by continuously monitoring forecasted and actual cash flows and maintaining sufficient cash reserves to meet its obligations.
Credit and cash flow risk
The Company's main exposure is its cash balances with banks and the risk of changes in foreign currency exchange rates. The risk is mitigated through using banks with good credit ratings and where appropriate and cost effective, the Company uses interest rate hedges to ensure certainty of cash flows.
Liquidity risk
The Company has obligations to settle liabilities in relation to both its operating and financing activities. There is a risk the Company will encounter difficulty in meeting obligations due to the inability to convert assets into cash without incurring a loss. This is mitigated by appropriately managing cash generated from operations, credit facilities and monitoring and meeting covenant compliance.
Interest rate risk
The Company has exposure to interest rate fluctuations on its loans from fellow undertakings. The Company's exposure to interest rate fluctuations on these loans is managed by continual reviews of the interest rate exposure and its impact on the forecast profitability of the Company.
Health and Safety
Health and safety is a key risk given the nature of the Company's business. To minimise this risk, the Company is committed to reviewing all processes and procedures in place. The directors also review health and safety performance at each of its scheduled Board meetings.
Management are continuing to monitor closely the developments in energy, trade and employment policies. Foreign exchange effects will be evaluated and managed through the normal course of business.
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Fred. Olsen Wind Holdings Limited
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Risks and uncertainties (continued)
UK energy market
The macroeconomic and geopolitical environment is challenging with significant risks related to geopolitical events. The revision of global tariffs creates major uncertainties going forward. Political support for increased investments in green energy solutions from major economies in Europe and China is expected to continue over the long-term. Chinese companies are already dominating the global supply-chain for solar energy technologies and are now emerging in the global supply chain for wind energy technologies. Strong focus on reducing cost and in addition reduced long-term interest rates will be important for the renewable industry in general, but also for the group of companies’ investments.
The long-term impact from the current geopolitical events is highly uncertain. From an accounting perspective, such risks increase the risk of impairments and may also affect accounting estimates. Nevertheless, the Company has demonstrated the ability to attract investments required for its substantial renewable energy investments opportunities and has options to manage its business through the current uncertainty
Directors' statement of compliance with duty to promote the success of the Company
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Section 172 of the Companies Act 2006 requires directors to take into consideration the interest of stakeholders in their decision making. A director of a company must act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members, considering the factors listed in section 172 of the Companies Act 2006. This short-form statement should be read in conjunction with the Strategic Report.
Decision making
The Company’s board consists of four directors. The board has meetings regularly throughout the year. On an annual basis, key performance indicators, the annual business plan and budget are considered and approved.
Workforce
The Company does not have any employees. The maintenance and operation for the Company is contracted out to third parties. The Company is, however, supported by Fred. Olsen Renewables Limited that employs staff to oversee the financial and operational requirements of the Company. Fred. Olsen Renewables Limited manages and develops its people by ensuring regular performance reviews are conducted, streamlined communication is in place and all staff are updated on business and Company news through the appropriate channels at the earliest opportunity. Employees’ opinions and suggestions are taken into account in the overall strategic direction of the Company, promoting sustainability of business and talent growth within the organisation.
Relationships with suppliers and customers
The Company and its subsidiaries's approach to suppliers is collaborative, secured by good business partnering and robust supply agreements. The turbines, which are maintained under contracts with suppliers, are monitored 24 hours a day, seven days a week and any maintenance is carried out by specially trained and qualified technicians. As well as maintaining the turbines for safety and energy production, the contracted on-site teams are responsible for monitoring the local ecology, such as water tables and stream water quality and for protecting the natural plant and animal life around the windfarm.
The directors are responsible for maintaining good relationships with the Company’s customers alongside fulfilling its obligations under the long term Power Purchase Agreements, outlined in the Strategic Report.
Local communities and the environment
The directors are vigilant to the business’ impact on the community and the environment and take the necessary steps to reduce the impact to both wherever possible. The Company develops and operates windfarms and contributes to local community funds as part of its ongoing commitments to communities in the vicinity of the windfarm. The purpose of the funds is to enable communities to carry out improvements to their local area in ways which benefit the local environment, local amenities, or tourism.
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Fred. Olsen Wind Holdings Limited
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Maintaining high standards of business conduct
The Company’s ultimate parent, Bonheur ASA is focusing on continuously refining its governance framework in recognition of this being a contributor towards creating long term added value as well as delivering the responsibilities owed to society. Significant parameters in this process are transparency, integrity and responsibility.
These basic parameters also reflect the Company's value base, while they also serve as overriding ethical guidelines governing the responsibility towards society as well as the Bonheur Company of companies' conduct in general.
Acting fairly between the members of The Company
The Company and its subsidiaries are subsidiary undertakings of Fred. Olsen Renewables Limited, which is ultimately owned by Bonheur ASA, the ultimate controlling party of the Company. The Company and its subsidiaries are also associated undertakings of The Renewables Infrastructure Company Limited. The shareholders’ strategy is for excess cash to be distributed as repayment of shareholders’ loans, used for investment in future windfarm projects or, when deemed appropriate, used for the payment of dividends. Before dividend distributions are made or proposed, the board reviews management accounts and cash flow projections to consider the effect the distribution would have on the financial position of the Company, including its ability to settle its liabilities as they fall due.
This report was approved by the board and signed on its behalf.
Hannah Acquokoh
Secretary
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Fred. Olsen Wind Holdings Limited
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £162,573k (2023 - loss £7,936k).
The Company paid a dividend of £140,000k during the year (2023: £nil) and no dividend is proposed (2023: none).
The Directors who served during the year were:
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Ivar Brandvold (resigned 5 February 2025)
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Claire Harris (resigned 4 July 2024)
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Stewart Andrews (appointed 4 July 2024)
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Andrew Field (appointed 5 February 2025)
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The directors are employed by shareholder entities in respect of whom no recharge of costs was made to the Company for the services provided. None of the directors had an interest in the shares of the Company during the year. Any directors’ interests in the shares of the holding company and fellow subsidiaries are shown in the relevant companies’ accounts. During the period under review, the shareholders as employers of the officers of the Company, had in place indemnity provisions in favour of their respective directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006.
The Company made no political donations and incurred no political expenditure during the year (2023: £nil).
Any indication of likely future developments in the business and particulars of significant events which have occurred since the end of the financial year have been included in the Strategic Report. No such events have occurred during the year.
The financial statements have been prepared on a going concern basis which the directors consider to
be appropriate for the following reasons.
The Company meets its day to day working capital requirements from intercompany loan and trading balances with the group headed by Fred. Olsen Renewables Limited, its intermediate parent company. The directors have prepared cash flow forecasts and performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, considering the Company holds no or limited cash, the Company will require additional funds, through funding from its immediate parent company, Fred. Olsen Renewables Limited, to meet its liabilities as they fall due during, the going concern assessment period. Fred. Olsen Renewables Limited has indicated its intention to continue to make available such funds as are needed by the Company, and that it does not intend to seek repayment of the amounts currently due to companies across the group, which at 31 December 2024 amounted to £171,078k (2023: £172,075k), during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
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Fred. Olsen Wind Holdings Limited
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Stakeholder relationships and engagement
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Details of engagement activities undertaken by the board in the current year with suppliers, communities and
other stakeholders and how they inform decision making is provided in the Section 172 (1) statement in the
Strategic Report on page 3.
Streamlined energy and carbon reporting
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The Streamlined Energy and Carbon Report provides environmental impact information in accordance with the
Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 and (Directors' Report) and
Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Under changes made by the 2018
Regulations, unquoted companies incorporated in the UK, which are required to prepare a Directors’ Report
under Part 15 of the Companies Act 2006, and which are “large” are required to prepare and file energy and
carbon information in their Directors’ Reports. As the Company is not large, it is exempt from these disclosures
and it has not chosen voluntarily to report this information.
Disclosure of information to auditor
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The directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditor is unaware; and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to have been reappointed and KPMG LLP will therefore continue in office.
This report was approved by the board and signed on its behalf.
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Fred. Olsen Wind Holdings Limited
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 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.
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for such internal control as they determine is necessary to enable the preparation of financial responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
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Fred. Olsen Wind Holdings Limited
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRED. OLSEN WIND HOLDINGS LIMITED
Opinion
We have audited the financial statements of Fred. Olsen Wind Holdings Limited for the year ended 31 December 2024 which comprise the Profit and Loss Account and Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and related notes, including the accounting policies in note 2.
In our opinion the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
∙we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
∙we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
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Fred. Olsen Wind Holdings Limited
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRED. OLSEN WIND HOLDINGS LIMITED
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of directors and inspection of policy documentation as to the Fred Olsen Renewables Limited’s policies and procedures to prevent and detect fraud that apply to this group company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries.
On this audit we do not believe there is a fraud risk related to revenue recognition because there is limited opportunity or pressure for management to manipulate revenue given its straightforward nature.
We performed procedures including identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included journal entries posted to unrelated accounts throughout the year.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.
The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
This company, as a holding company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.
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Fred. Olsen Wind Holdings Limited
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRED. OLSEN WIND HOLDINGS LIMITED
Fraud and breaches of laws and regulations – ability to detect (continued)
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors’ report
The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
∙we have not identified material misstatements in the strategic report and the directors’ report;
∙in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
∙in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
Directors’ responsibilities
As explained more fully in their statement set out on page 7, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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Fred. Olsen Wind Holdings Limited
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRED. OLSEN WIND HOLDINGS LIMITED
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Alfie Tricks (Senior Statutory Auditor)
for and on behalf of
KPMG LLP, Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
24 June 2025
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Fred. Olsen Wind Holdings Limited
PROFIT AND LOSS ACCOUNT AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Other interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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Total comprehensive income/(loss) for the year
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The notes on pages 15 to 30 form part of these financial statements.
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Fred. Olsen Wind Holdings Limited
REGISTERED NUMBER: 06577377
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors (including due after more than one year £125k (2023: £124k))
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 30 form part of these financial statements.
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Fred. Olsen Wind Holdings Limited
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends paid during the year (note 9)
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The notes on pages 15 to 30 form part of these financial statements.
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Fred. Olsen Wind Holdings Limited (the “Company”) is a private company, limited by shares and incorporated and domiciled in England and Wales, in the United Kingdom. The registered number is 06577377 and the registered address is 2nd Floor, 36 Broadway, London, SW1H 0BH.
2.Accounting policies
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Basis of preparation of financial statements
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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 presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 20).
The Company is exempt by virtue of s400 subject to the small companies regime of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.
Fred. Olsen Wind 2 Limited (“FOW2”) includes the Company in its consolidated financial statements. The consolidated financial statements of FOW2 are available to the public and may be obtained from Companies House. In these financial statements, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:
- Remuneration of key management personnel compensation;
- Certain disclosures required by FRS 102.11 Basic Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1;
- Preparing group accounts for an intermediate holding company; and
- Preparation of the statement of cash flow and related notes.
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Company meets its day to day working capital requirements from intercompany loan and trading balances with the group headed by Fred. Olsen Renewables Limited, its intermediate parent company.
The directors have prepared cash flow forecasts and performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, considering the company holds no or limited cash, the Company will require additional funds, through funding from its immediate parent company, Fred. Olsen Renewables Limited, to meet its liabilities as they fall due during, the going concern assessment period.
Fred. Olsen Renewables Limited has indicated its intention to continue to make available such funds as are needed by the Company, and that it does not intend to seek repayment of the amounts currently due to companies across the group, which at 31 December 2024 amounted to £171,078k (2023: £172,075k), during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
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Foreign currency translation
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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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Investments in subsidiaries are measured at cost less accumulated impairment.
Page 17
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Impairment excluding stocks, and deferred tax assets
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Financial assets
A financial asset measured at amortised cost through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment, an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.
An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Page 18
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover is stated net of value added tax and is generated entirely within the United Kingdom. Turnover comprises income from management services provided to subsidiary undertakings and is recognised in the period in which the service is delivered.
Agent v principal
For turnover from management services provided to subsidiary undertakings, determining whether the entity acts as a principal or an agent is essential for accurate revenue recognition. The distinction depends on whether the entity controls the goods or services before transferring them to the customer. Factors such as control, responsibility for fulfilment, inventory risk, and pricing discretion are evaluated to determine the company's role.
The Company has assessed its role in transactions involving its subsidiaries and determined that:
• It operates as an agent, as it does not maintain control over services rendered by its subsidiaries.
• It does not retain pricing authority, with all pricing decisions being made by other entities within the group.
• It does not assume credit and financial risks associated with transactions.
Therefore, Fred. Olsen Wind Holdings Limited recognises revenue on a net basis, reflecting the margin received for passing on these services.
Interest income is recognised in profit or loss using the effective interest method.
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.
Page 19
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The tax expense for the year 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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
Pillar II
The Pillar Two rules apply to multinational enterprises that have consolidated revenues of €750m in at least two of the last four years. The Bonheur group of companies is in scope of these rules.
Multinational enterprises within the scope of the rules are required to calculate their GloBE effective tax rate for each jurisdiction where they operate. They will be liable to pay a top-up tax for the difference between their GloBE effective tax rate for each jurisdiction and the 15% minimum rate. If the GloBE effective tax rate domestically is 15% or more, no GloBE top-up tax will be payable. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, and financial statements for the entities in the Group of companies. It is the ultimate parent entity of the multinational enterprise that is primarily liable for the GloBE top-up tax in its jurisdiction’s territory.
The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting to the tax authorities, and financial statements for the entities in the Group. Based on the assessment, the Pillar Two effective tax rates in almost all the jurisdictions in which Bonheur operates are above 15% or the additional tax is of negligible size.
The Bonheur group has therefore not expensed any additional Pillar Two income tax for 2024. There continues to be no impact of Pillar Two for Fred. Olsen Wind Holdings Limited.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Page 20
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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During the year, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Fees payable to the Company's auditor and its associates in respect of:
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Taxation compliance services
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The Company had no employees other than directors during the year (2023: none). None of the directors received any remuneration, directly or indirectly, for their services to the Company during the year (2023: £nil). Certain directors who served during the year are also directors of the parent company or a fellow group company, and are remunerated by those companies. Although they do receive remuneration from those companies in respect of their services to various group companies, including this company, any allocation of this remuneration would be notional. Therefore, their remuneration has been disclosed in the financial statements of the relevant company from which remuneration is received.
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Other interest receivable and similar income
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Interest receivable from group undertakings (note 18)
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Page 21
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Interest payable to group companies (note 18)
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Total tax expense recognised in profit and loss account, other comprehensive income and equity.
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Rate change in respect of opening balances
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Taxation on loss on ordinary activities
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Page 22
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8.Taxation (continued)
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Factors affecting tax credit for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Dividends from UK companies
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Rate change on opening balance
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Total tax credit for the year
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Factors that may affect future tax charges
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A UK corporation rate of 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will increase the Company’s future current tax charge or credit accordingly. Deferred tax assets at 31 December 2024 have been calculated at 25% (2023: 24.85%).
Page 23
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Crystal Rig Windfarm Limited
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2nd Floor, 36 Broadway, London, SW1H 0BH
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2nd Floor, 36 Broadway, London, SW1H 0BH
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2nd Floor, 36 Broadway, London, SW1H 0BH
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Harper Macleod LLP, The Cadoro, 45 Gordon Street, Glasgow, G1 3PE
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The holdings in subsidiaries has remained consistent with the holdings as at year ended 31 December 2023.
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Page 24
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The deferred tax asset is made up as follows:
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Due after more than one year
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Deferred tax asset (note 11)
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Amounts owed by group undertakings (note 18)
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Amounts owed by group undertakings are unsecured, have no fixed repayment schedule and are repayable on demand. The Company charges interest at a rate of SONIA plus 4% on these amounts.
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Cash and cash equivalents
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Page 25
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings (note 18)
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Accruals and deferred income
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Amounts owed group undertakings are unsecured, have no fixed repayment schedule and are repayable
on demand. See note 15.
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Interest-bearing loans and borrowings
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This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortised cost.
Terms and debt repayment schedule
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Amounts owed to group undertakings (note 14)
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Amounts owed to group undertakings includes interest which is unsecured and are repayable on demand.
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Page 26
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Authorised, allotted, called up and fully paid
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10,000,000 (2023 - 10,000,000) Ordinary shares of £1.00 each
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The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.
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In March 2019, FOW2, the Company’s immediate parent company, entered into a secured facility agreement with a consortium of banks with a maturity date of 2032. The outstanding value of the loan as at 31 December 2024 was £220m (2023: £257 million). The Company has given a charge to the banks over its shares and equity subordinated loans in Crystal Rig Windfarm Limited, Rothes Wind Limited, Paul’s Hill Wind Limited and Crystal Rig II Limited.
Page 27
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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Identity of related parties with which the Company has transacted
The Company provides management services to the group. In 2024, it was paid £1,133k in management fees for these services (2023: £1,153k). During the year, the Company paid management fees of £1,133k to FOW2, its immediate parent company, for the provision of management services (2023: £1,153k paid to FOW2).
It is expected that the Company will surrender, through group relief, its tax losses for the year to subsidiary undertakings and fellow group undertakings in the Fred. Olsen Wind Holdings Limited (“FOWHL”) group, for consideration of £2,479k (2023: £2,438k).
During the year the Company paid interest of £16,715k (2023: £14,458k) on amounts due to group undertakings, and received interest of £6,822k (2023: £4,094k) on amounts owed from group undertakings
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Management fees/income received
2024
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Management fees/expenses incurred
2024
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Management fees/income received
2023
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Management fees/expenses incurred
2023
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Entities with control, joint control or significant influence (FOW2)
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Subsidiary undertaking (Crystal Rig II Limited)
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Subsidiary undertaking (Crystal Rig Windfarm Limited)
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Subsidiary undertaking (Paul’s Hill Windfarm Limited)
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Subsidiary undertaking (Rothes Wind Limited)
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Page 28
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions (continued)
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Receivables outstanding 2024
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Creditors outstanding 2024
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Receivables outstanding 2023
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Creditors outstanding 2023
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Entities with control, joint control or significant influence (Fred. Olsen Renewables Limited)
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Entities with control, joint control or significant influence (Fred. Olsen Wind Limited)
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Entities with control, joint control or significant influence (FOW2)
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Subsidiary undertaking (Rothes Wind Limited)
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Subsidiary undertaking (Paul’s Hill Windfarm Limited)
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Subsidiary undertaking (Crystal Rig Windfarm Limited)
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Subsidiary undertaking (Crystal Rig II Limited)
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Fellow group undertaking (Mid Hill Wind Limited)
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Fellow group undertaking (Rothes II Limited)
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Ultimate parent company and parent company of larger group
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The Company’s immediate parent company is Fred. Olsen Wind 2 Limited (registered office 2nd Floor, 36 Broadway, London, SW1H 0BH), a company incorporated in England and Wales.
The smallest group in the results of the Company are included within is headed by Fred. Olsen Wind 2 Limited (registered office: 2nd floor, 36 Broadway, London, SW1H 0BH). These accounts are available to the public and may be obtained from Companies House.
The largest group in which the results of the Company are incorporated within is headed by Bonheur ASA (registered office Fred. Olsens gate 2, P.O. Box 1159 Sentrum, N-0152 Oslo, Norway), incorporated in Norway. The consolidated financial statements of Bonheur ASA are available to the public and may be obtained from the Oslo Stock Exchange.
The ultimate controlling party of the Company is Bonheur ASA.
Page 29
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Fred. Olsen Wind Holdings Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Accounting estimates and judgements
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At the end of each reporting period, the Company reviews the carrying amounts of its investments to determine whether there is any indication that those investments have suffered an impairment loss. If any such indication exists, the recoverable amount of the investment is estimated in order to determine the extent of the impairment loss.
Based on these assessments, there were no indicators of impairment of the Company’s investments. An impairment assessment was performed in which the Company calculated the recoverable amount of its investment. In calculating this, management have used their best estimates of the expected cash flows of which key assumptions include the expected life of the investment’s assets, electricity prices and discount rate.
Page 30
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