Company registration number 12688145 (England and Wales)
CWE B LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CWE B LIMITED
COMPANY INFORMATION
Directors
BJA Hutt
TP French
SJL Myers
Company number
12688145
Registered office
First Floor, River Court
The Old Mill Office Park
Mill Lane
Godalming
Surrey
GU7 1EZ
Auditor
Azets Audit Services
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
CWE B LIMITED
CONTENTS
Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Directors' Responsibilities Statement
5
Independent Auditor's Report
6 - 8
Group Profit and Loss Account
9
Group Statement of Comprehensive Income
10
Group Balance Sheet
11 - 12
Company Balance Sheet
13
Group Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Group Statement of Cash Flows
16
Notes to the Financial Statements
17 - 34
CWE B LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Principal activities
The principal activity of the group is electricty generation from its wind turbines.
Review of the business
The results for the year ended 31 December 2024 are set out in the Group Profit and Loss Account and Group Statement of Comprehensive Income on pages 9 and 10.
The group made a profit before tax of £10,095,170 for the year ended 31 December 2024 (2023 - £5,032,299) on revenue of £24,068,617 (2023 - £17,767,356).
Aligning accounting policies within the wider group, of which the Company and its subsidiaries are part, requires tangible assets to be recognised at cost, less accumulated depreciation and impairment losses. The carrying value of the assets at the year ended 31 December 2024, within the Company's underlying subsidiaries, includes £39,522,986 (2023 - £43,673,746) of revaluation reserve from historic cost to fair value which is not recognised on consolidation.
Principal risks and uncertainties
The directors regularly review the operational, financial and external risks of the group. The principal risks are considered to be:
Operational risks – output from the wind turbines is subject to the amount of wind as well as the number of hours that each turbine is operationally available. Lower wind speeds than anticipated result in less electricity being generated. The company ensures that it has adequate reserves in place to ensure it can withstand significant short term production variances associated with lower than expected wind. Turbines can also suffer mechanical or electrical breakdown, which affects operational availability. To help mitigate against this, the group has in place O&M contracts with specialist service providers, as well as insurance, as available;
Political risk – regulation of the energy sector continues to be a significant factor. Regulations are often modified. These lead to changes in operating conditions (requiring increased capital or operational spend, such as in the case of changes in business rates or reduced revenues in the case of the changes to embedded benefits). The future level of government-mandated support for renewables has important implications for the industry and could impact the value of and cost of operating renewable projects. However, the directors believe that the main existing renewable energy tariffs supporting the assets owned by the group are secure;
Financial risks - the financial returns to the group are dependent in part on the price of electricity it is able to sell through Power Purchase Agreements. For income from the majority of its turbines, the group is protected against falls in the price of electricity by the Export Tariff, which effectively provides a floor to the market price. Risk is further mitigated in that the majority of income is from the inflation linked 20 year Feed-in-Tariff;
CWE B LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Regulatory risks - the operational assets are governed by compliance with the regulations of both the Feed-in-Tariff and Renewable Obligation, but also local authority planning consents. Sites are subject to ad hoc independent audits undertaken by Ofgem in order to maintain accreditation. Close attention is paid to the rules and regulations surrounding the permissibility of refurbishment or replacement of assets, there is a risk that the accreditation could be challenged. Were the challenge to be upheld, that asset’s accreditation could be lost together with the site’s ability to claim the Feed-in-Tariff. There could be additional sanctions or financial penalties applied;
Default loan covenants relating to the financing agreements are in place. At the time the financing was agreed, assumptions were used to ensure that sufficient cash flows would be generated to ensure default is unlikely. There are also maintenance agreements and some insurance in place to mitigate a proportion of lost revenues from unforeseen operational issues. The loan facilities contain covenants based on trading performance which, if breached, may ultimately require the facility in question to be repaid. The group’s financial performance is reviewed on a quarterly basis to ensure that the mitigation remains appropriate for the business;
Health and Safety - if inappropriately assessed and managed wind turbines may pose health and safety risks to those working on them or in close proximity. If an accident were to occur and the group found at fault it could be deemed liable for damages and compensation not covered by insurance policies, as well as adverse publicity or reputational damage;
Cybersecurity - the business relies on IT systems and remote communications to operational sites in its day to day operation. Cyber attack threats on businesses are increasingly becoming more sophisticated as criminals seek to develop new ways to infiltrate individuals and organisations, with the potential to cause operational disruption and financial impacts.
Key performance indicators
The group's key operational performance indicator is the percentage of time that each turbine is available for generation and the overall level of power performance of each turbine against budgeted production.
The group's key financial performance indicator is the revenue generated from the sale of electricity as well as income earned under the Feed-in-Tariffs.
Future developments
The group intends to continue actively managing its portfolio of wind assets, including repowering certain sites where there is the opportunity and financial return to do so, as well as pursue new development opportunities. Due to the Russia-Ukraine conflict, power prices had initially increased substantially and the group took the opportunity to lock in those higher prices out to March 2025. Power prices have subsequently settled back and the group will continue to place power contracts at times when it believes best value can be obtain for the period post March 2026. In the event of further decreases in power prices the group is largely protected by its ability to place contracts under the Export Tariff. Cost inflation for parts and labour, as well as availability of parts for certain older turbine models, will continue to impact the group, but the directors are of the view that, given continued reasonable market conditions, the group should continue to grow in revenue and profitability.
Approved and authorised for issue by the Board on 30 June 2025 and signed on its behalf by:
SJL Myers
Director
30 June 2025
CWE B LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £2,419,700 (2023: £2,086,366). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
BJA Hutt
TP French
SJL Myers
Financial instruments
Objectives and policies
The group finances its activities with a combination of bank loans and cash and short-term deposits. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the group's operating activities. The group also enters derivative transactions principally interest rate swaps which are used to manage the interest rate risk arising from the group's sources of finance and an inflation swap to secure attractive financing terms against a portfolio of turbines with inflation linked FiT revenues. The group does not trade in financial instruments.
Financial rsk management
The group and company's risk management policies are established to identify and analyse the risk faced by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the group’s activities.
The main risks associated with the group’s financial instruments have been identified as credit risk and liquidity risk. The main risk associated with the company's financial instruments has been identified as liquidity risk. All financial instruments are denominated in pound sterling and therefore there is no exchange rate risk.
Credit risk
Credit risk is the risk of financial loss if a customer or counterparty fails to meet its contractual obligations and arises from the group’s trade debtors due from customers and the company's amounts due from related parties. The directors consider the group and company’s exposure to credit risk to be acceptable and normal for an entity of its size as the majority of the company’s financial assets comprise amounts due from group undertakings.
Liquidity risk
Liquidity risk is the risk that the group and company will not be able to meet its financial obligations as they fall due. The group and company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk damage to the company’s reputation, by monitoring existing facilities and cashflows against forecast requirements.
CWE B LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Going concern
The financial statements have been prepared on a going concern basis.
The group meets its day to day working capital requirements through cash generated from operations and finances its activities through bank loan facilities as noted above. Further details are given in note 1.
The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance and the potential impact on the business of possible future scenarios arising from the impact on the economy of the ongoing high levels of inflation. In the directors’ assessment they have considered the effectiveness of available measures to assist in mitigating any impact of the effect of cost increases and delays in repairs.
Consequently after making enquiries, the directors have a reasonable expectation that the group has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements and therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.
Statement of disclosure to auditor
Each of the directors has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved and authorised for issue by the Board on
30 June 2025
30 June 2025
and signed on its behalf by:
SJL Myers
Director
CWE B LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
CWE B LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CWE B LIMITED
- 6 -
Opinion
We have audited the financial statements of CWE B Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Group Profit and Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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 the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 group and parent 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 opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
CWE B LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CWE B LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilties Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
We identified the following applicable laws and regulations as those most likely to have a material impact on the financial statements: Health and Safety; compliance with the UK Companies Act and tax legislation.
CWE B LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CWE B LIMITED
- 8 -
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
reading any correspondence with regulators including the Health and Safety Executive;
reviewing minutes of board meetings of those charged with governance;
assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Owing to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Sarah Simpson BSc BFP FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
30 June 2025
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
CWE B LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
24,068,617
17,767,356
Cost of sales
(6,637,576)
(5,767,703)
Gross profit
17,431,041
11,999,653
Administrative expenses
(4,881,324)
(4,671,177)
Operating profit
4
12,549,717
7,328,476
Interest receivable and similar income
7
163,940
103,532
Interest payable and similar expenses
8
(2,618,487)
(2,399,709)
Profit before taxation
10,095,170
5,032,299
Tax on profit
9
(2,416,937)
(1,190,699)
Profit for the financial year
24
7,678,233
3,841,600
Profit for the financial year is attributable to:
- Owners of the parent company
7,313,300
3,621,979
- Non-controlling interests
364,933
219,621
7,678,233
3,841,600
The above results were derived from continuing operations.
CWE B LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Profit for the year
7,678,233
3,841,600
Other comprehensive income
Cash flow hedges gain arising in the year
711,848
109,884
Tax relating to other comprehensive income
(177,962)
(27,470)
Other comprehensive income for the year
533,886
82,414
Total comprehensive income for the year
8,212,119
3,924,014
Total comprehensive income for the year is attributable to:
- Owners of the parent company
7,830,037
3,741,520
- Non-controlling interests
382,082
182,494
8,212,119
3,924,014
CWE B LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
641,062
698,219
Negative goodwill
11
(2,193,962)
(2,400,945)
Net goodwill
(1,552,900)
(1,702,726)
Other intangible assets
11
1,432,395
1,582,030
Total intangible assets
(120,505)
(120,696)
Tangible assets
12
43,122,878
43,697,329
43,002,373
43,576,633
Current assets
Stock
16
700,448
423,059
Debtors
17
10,616,654
11,079,205
Cash at bank and in hand
3,820,975
1,639,310
15,138,077
13,141,574
Creditors: amounts falling due within one year
18
(9,348,041)
(8,164,424)
Net current assets
5,790,036
4,977,150
Total assets less current liabilities
48,792,409
48,553,783
Creditors: amounts falling due after more than one year
19
(80,692,759)
(87,024,228)
Provisions for liabilities
Provisions
21
85,559
85,559
Deferred tax liability
22
857,976
(943,535)
(85,559)
Net liabilities
(32,843,885)
(38,556,004)
Capital and reserves
Called up share capital
23
300
300
Hedging reserve
24
(8,834,371)
(9,351,108)
Merger reserve
24
5,768,596
5,768,596
Profit and loss reserves
24
(28,831,798)
(33,725,398)
Equity attributable to owners of the parent company
(31,897,273)
(37,307,610)
Non-controlling interests
(946,612)
(1,248,394)
(32,843,885)
(38,556,004)
CWE B LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 30 June 2025 and are signed on its behalf by:
30 June 2025
SJL Myers
Director
Company registration number 12688145 (England and Wales)
CWE B LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
17,938,663
18,650,509
Current assets
Debtors
17
78,087,743
83,537,289
Cash at bank and in hand
5,933
746
78,093,676
83,538,035
Creditors: amounts falling due within one year
18
(9,572,950)
(9,395,714)
Net current assets
68,520,726
74,142,321
Total assets less current liabilities
86,459,389
92,792,830
Creditors: amounts falling due after more than one year
19
(80,692,759)
(87,024,228)
Net assets
5,766,630
5,768,602
Capital and reserves
Called up share capital
23
300
300
Share premium account
24
5,768,302
5,768,302
Profit and loss reserves
24
(1,972)
Total equity
5,766,630
5,768,602
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,417,728 (2023 - £2,087,705).
These 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 30 June 2025 and are signed on its behalf by:
30 June 2025
SJL Myers
Director
Company registration number 12688145 (England and Wales)
CWE B LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Hedging reserve
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 January 2023
300
(9,470,649)
5,768,596
(35,261,014)
(38,962,767)
(1,369,682)
(40,332,449)
Year ended 31 December 2023:
Profit for the year
-
-
-
3,621,979
3,621,979
219,621
3,841,600
Other comprehensive income:
Cash flow hedges gains
-
147,011
-
-
147,011
(37,127)
109,884
Tax relating to other comprehensive income
-
(27,470)
-
(27,470)
-
(27,470)
Total comprehensive income
-
119,541
-
3,621,979
3,741,520
182,494
3,961,141
Dividends
10
-
-
-
(2,086,363)
(2,086,363)
(61,206)
(2,147,569)
Balance at 31 December 2023
300
(9,351,108)
5,768,596
(33,725,398)
(37,307,610)
(1,248,394)
(38,556,004)
Year ended 31 December 2024:
Profit for the year
-
-
-
7,313,300
7,313,300
364,933
7,678,233
Other comprehensive income:
Cash flow hedges gains
-
694,699
-
-
694,699
17,149
711,848
Tax relating to other comprehensive income
-
(177,962)
-
(177,962)
-
(177,962)
Total comprehensive income
-
516,737
-
7,313,300
7,830,037
382,082
8,212,119
Dividends
10
-
-
-
(2,419,700)
(2,419,700)
(80,300)
(2,500,000)
Balance at 31 December 2024
300
(8,834,371)
5,768,596
(28,831,798)
(31,897,273)
(946,612)
(32,843,885)
CWE B LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
300
5,768,302
(1,339)
5,767,263
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
2,087,705
2,087,705
Dividends
10
-
-
(2,086,366)
(2,086,366)
Balance at 31 December 2023
300
5,768,302
5,768,602
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
2,417,728
2,417,728
Dividends
10
-
-
(2,419,700)
(2,419,700)
Balance at 31 December 2024
300
5,768,302
(1,972)
5,766,630
CWE B LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
17,193,578
10,488,523
Income taxes paid
(88,731)
Net cash inflow from operating activities
17,104,847
10,488,523
Investing activities
Purchase of tangible fixed assets
(4,025,898)
(677,785)
Interest received
163,940
103,532
Net cash used in investing activities
(3,861,958)
(574,253)
Financing activities
Cash on long term deposit as collateral
(287,623)
(120,786)
Repayment of bank loans
(5,628,050)
(5,818,826)
Interest paid
(2,645,551)
(2,430,465)
Dividends paid to equity shareholders
(2,419,700)
(2,086,363)
Dividends paid to non-controlling interests
(80,300)
(61,206)
Net cash used in financing activities
(11,061,224)
(10,517,646)
Net increase/(decrease) in cash and cash equivalents
2,181,665
(603,376)
Cash and cash equivalents at beginning of year
1,639,310
2,242,686
Cash and cash equivalents at end of year
3,820,975
1,639,310
Relating to:
Cash at bank and in hand
3,820,975
1,639,310
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information
CWE B Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales.
The address of its registered office is First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7 1EZ.
The group consists of CWE B Limited and all of its subsidiaries.
1.1
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
1.2
Basis of preparation
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 except that as disclosed in the accounting policies certain items are shown at fair value.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.3
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the group. Control is achieved where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The results of subsidiaries acquired or disposed of during the year are included in the profit and loss account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
The introduction of new holding companies and subsequent group reconstruction in 2021 has been accounted for using merger accounting principles under FRS 102 Section 19.
1.4
Going concern
The group has recorded a profit before tax of £10,095,170 in the year ended 31 December 2024 and has net current assets of £1,924,701 at the year end (excluding non-current debtors). The group have a banking facility of £74.8m with Scottish Widows Limited which was agreed and drawn down in full by CWE B Limited as head of the banking facility group. This facility is secured by charges over the assets of this wider banking group in favour of Lloyds Bank plc, acting as security agent for Scottish Widows Limited. The loan is repayable in semi-annual payments to 31 March 2038 and is subject to a fixed interest rate of 2.12% for the life of the loan.
The group manages its day to day working capital requirements through cash generated from operations and finances its activities through bank loan facilities.
The financial statements have been prepared on a going concern basis.
The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance and the potential impact on the business of possible future scenarios arising from the impact on the economy of the ongoing high levels of inflation. In the directors’ assessment they have considered the effectiveness of available measures to assist in mitigating any impact of the effect of cost increases and delays in repairs.
Consequently after making enquiries, the directors have a reasonable expectation that the group has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements and therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.
1.5
Turnover
Turnover comprises the fair value of the consideration received or receivable in the ordinary course of the company’s activities net of value added tax and discounts. Turnover is derived from the sale of electricity generated by the group and provided under fixed price supply contracts and income earned under the Feed-in-Tariff. This turnover is recognised as supplied into the distribution network.
1.6
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
1.7
Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Current tax
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
1.8
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
1.9
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Negative goodwill arising on the acquisition of an entity represents the excess of the deficit of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Negative goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Negative goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Negative goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.10
Intangible assets
Intangible assets that are acquired by the company are stated at cost less accumulated amortisation and less accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Licence rights
5% on cost straight line
1.11
Tangible fixed assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Plant and machinery
5% on cost straight line
1.12
Fixed asset investments
Investments in subsidiaries are carried at cost less impairment in the company balance sheet.
1.13
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs.
The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
1.14
Stock
Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stock is assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.15
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
1.16
Trade and other debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
1.17
Trade and other creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
1.18
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
1.19
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
1.20
Dividends
Dividend distribution to the company’s shareholder is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
1.21
Provisions
A provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.22
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Fixed payments made under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease. Payments made under operating leases whose rental is based either entirely or partially upon turnover generated by a specific asset are recognised in the profit and loss account in the period in which the turnover is earned.
1.23
Derivative financial instruments and hedging
Derivatives
Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the profit and loss account. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged (see below).
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in Other Comprehensive Income (“OCI”). Any ineffective portion of the hedge is recognised immediately in profit or loss.
For cash flow hedges, where the forecast transactions resulted in the recognition of a non-financial asset or non-financial liability, the hedging gain or loss recognised in OCI is included in the initial cost or other carrying amount of the asset or liability. Alternatively when the hedged item is recognised in the profit and loss account the hedging gain or loss is reclassified to the profit and loss account.
When a hedging instrument expires or is sold, terminated or exercised, or the entity discontinues designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the profit and loss account.
2
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:
Non-recognition of a deferred tax asset - Deferred tax assets have not been recognised in full due to the uncertainty surrounding their future recovery.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Useful economic lives of tangible assets and licence rights
The directors have applied a useful economic life of 20 years to tangible fixed assets and 20 years to licence rights and consider this to be appropriate based upon their expected lives.
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
23,344,319
17,063,029
Other revenue
724,298
704,327
24,068,617
17,767,356
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
9,623
(718)
Depreciation of owned tangible fixed assets
4,215,684
4,069,876
Amortisation of intangible assets
(191)
(191)
Operating lease charges
2,482,921
1,904,287
Amortisation of arrangement fees
68,291
68,289
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
10,160
9,585
Audit of the financial statements of the company's subsidiaries
66,250
62,500
76,410
72,085
For other services
Taxation compliance services
39,780
37,560
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
6
Employees
The directors received no remuneration for their services to the group during the current or prior year and were the only employees of the group in the year.
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
3
3
3
3
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
163,940
103,532
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
2,618,487
2,399,709
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
850,565
88,364
Tax relating to prior year adjustments recognised in profit or loss
312
Group tax relief
(34,716)
Total current tax
850,877
53,648
Deferred tax
Origination and reversal of timing differences
1,588,347
1,132,342
Changes in tax rates
7,943
Adjustment in respect of prior periods
(22,287)
(3,234)
Total deferred tax
1,566,060
1,137,051
Total tax charge
2,416,937
1,190,699
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 25 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
10,095,170
5,032,299
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
2,523,793
1,183,597
Tax effect of expenses that are not deductible in determining taxable profit
28,065
64,310
Tax effect of income not taxable in determining taxable profit
(37,459)
Change in unrecognised deferred tax assets
(75,175)
(27,201)
Adjustments in respect of prior years
(34,716)
Effect of change in corporation tax rate
-
7,943
Deferred tax adjustments in respect of prior years
(22,287)
(3,234)
Taxation charge
2,416,937
1,190,699
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2024
2023
£
£
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
177,962
27,470
10
Dividends
2024
2023
£
£
Final dividend of £8,065.60 (2023 - £6,954.55) per ordinary share
2,419,700
2,086,366
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Licence rights
Total
£
£
£
£
Cost
At 1 January 2024 and 31 December 2024
970,814
(3,259,677)
2,827,830
538,967
Amortisation and impairment
At 1 January 2024
272,595
(858,732)
1,245,800
659,663
Amortisation charged for the year
57,157
(206,983)
149,635
(191)
At 31 December 2024
329,752
(1,065,715)
1,395,435
659,472
Carrying amount
At 31 December 2024
641,062
(2,193,962)
1,432,395
(120,505)
At 31 December 2023
698,219
(2,400,945)
1,582,030
(120,696)
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
Licence rights represent amounts paid to secure electricity generation rights.
There are charges over certain of the group's leasehold interests, in favour of funders, for all amounts due to them.
The amortisation of goodwill and negative goodwill is recognised in administrative expenses.
12
Tangible fixed assets
Group
Plant and machinery
£
Cost
At 1 January 2024
71,722,556
Additions
4,025,898
Disposals
(384,665)
At 31 December 2024
75,363,789
Depreciation and impairment
At 1 January 2024
28,025,227
Depreciation charged in the year
4,215,684
At 31 December 2024
32,240,911
Carrying amount
At 31 December 2024
43,122,878
At 31 December 2023
43,697,329
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 27 -
There are charges over certain of the group's plant and machinery and leasehold interests in favour of Lloyds Bank plc acting as security agent for Scottish Widows Limited, a funding provider, for all amounts due to them.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
5,768,596
5,768,596
Derivatives used for hedging
12,170,067
12,881,913
17,938,663
18,650,509
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
5,768,596
12,881,913
18,650,509
Valuation changes
-
(711,846)
(711,846)
At 31 December 2024
5,768,596
12,170,067
17,938,663
Carrying amount
At 31 December 2024
5,768,596
12,170,067
17,938,663
At 31 December 2023
5,768,596
12,881,913
18,650,509
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Subsidiaries
(Continued)
- 28 -
Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
CWE Endurance Limited
Operation of wind turbines
Ordinary
100.00
-
CWE Northwind Limited
Operation of wind turbines
Ordinary
100.00
-
CWE Norwin Limited
Operation of wind turbines
Ordinary
100.00
-
CWE DS Limited
Operation of wind turbines
Ordinary
100.00
-
CWE NW3 Limited
Operation of wind turbines
Ordinary
100.00
-
CWE X Limited
Operation of wind turbines
Ordinary
100.00
-
CWE Belhus Limited
Operation of wind turbines
Ordinary
100.00
-
CWE WH Limited
Holding company
Ordinary
80.00
-
Gardrum Farm Wind Energy Limited
Operation of wind turbines
Ordinary
100.00
-
CWE V27 Limited
Operation of wind turbines
Ordinary
100.00
-
CWE RTW Limited
Operation of wind turbines
Ordinary
100.00
-
CWE WTN Limited
Operation of wind turbines
Ordinary
100.00
-
CWE WUK Limited
Operation of wind turbines
Ordinary
100.00
-
CWE Struan Limited
Operation of wind turbines
Ordinary
0
80.00
CWE Meikle Float Limited
Operation of wind turbines
Ordinary
0
80.00
CWE Airdrie Limited
Operation of wind turbines
Ordinary
0
80.00
CWE Jacobshall Limited
Operation of wind turbines
Ordinary
0
79.92
CWE Gardrum Limited
Operation of wind turbines
Ordinary
0
80.00
CWE Donaldson Limited
Operation of wind turbines
Ordinary
0
80.00
Monan Wind Company Limited
Operation of wind turbines
Ordinary
0
100.00
Windflow Hammer Limited
Dormant
Ordinary
0
100.00
CWE Endure Limited
Operation of wind turbines
Ordinary
100.00
-
The registered address for all subsidiaries is First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7 1EZ, with the exception of Gardrum Farm Wind Energy Limited and Monan Wind Company Limited which are registered at 25 Back O Barns, Hamilton, Lanarkshire, Scotland ML3 6BG.
All subsidiaries are incorporated in England and Wales with the exception of Gardrum Farm Wind Energy Limited and Monan Wind Company Limited which are incorporated in Scotland.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
15
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
-
-
12,170,067
12,881,913
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
12,170,067
12,881,913
12,170,067
12,881,913
Other financial assets
Other financial assets comprise a back to back Treasury Service arrangement with CWE B Limited's subsidiaries of an inflation rate swap taken out as a condition of the group refinancing used to manage the inflation linked revenue received in its subsidiaries, which is designated as fair value through the hedging reserve at subsidiary level. The fair value at the year end of £12,170,067 (2023 - £12,881,913) is based on a mid-market marked to market valuation. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Other financial liabilities
Other financial liabilities comprise an inflation rate swap in favour of CWE B Limited taken out as a condition of the group refinancing used to manage the inflation linked revenue received in its subsidiaries, which is designated as fair value through the hedging reserve on consolidation. The fair value at the year end of £12,170,067 (2023 - £12,881,913) is based on a mid-market marked to market valuation. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation of this instrument fluctuates on a daily basis.
16
Stock
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
700,448
423,059
-
-
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
110,106
42,511
Group relief receivable
-
-
-
2,522
Amounts owed by group undertakings
211,954
73,064
5,903,971
5,442,978
Other debtors
292,514
475,941
2,204
2,032
Prepayments and accrued income
6,136,745
5,448,685
6,751,319
6,040,201
5,906,175
5,447,532
Deferred tax asset (note 22)
886,046
357
446
6,751,319
6,926,247
5,906,532
5,447,978
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
68,522,692
74,142,316
Other debtors
3,865,335
4,152,958
3,658,519
3,946,995
3,865,335
4,152,958
72,181,211
78,089,311
Total debtors
10,616,654
11,079,205
78,087,743
83,537,289
Group
£3,865,335 (2023 - £4,152,958) of other debtors is classified as non current. This comprises £206,816 (2023 - £205,963) which represent restoration bonds due back on the decommissioning of turbine sites and £3,658,519 (2023 - £3,946,995) of cash held as collateral in favour of Scottish Widows Limited in respect of bank borrowings in place at year end.
Company
£68,522,692 (2023 - £74,142,316) of amounts due from group undertakings is classified as non current and represents funding provided to a number of subsidiaries which is subject to the same repayment terms and interest rate as the Scottish Widows Limited borrowings. £3,658,519 (2023 - £3,946,995) of other debtors is classified as non current and relates to cash held as collateral in favour of Scottish Widows Limited in respect of bank borrowings in place at year end.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
20
5,619,623
5,874,446
5,619,623
5,874,446
Trade creditors
538,089
446,343
1
2
Amounts owed to group undertakings
522,807
419,828
3,941,426
3,509,991
Corporation tax payable
850,510
88,364
Other taxation and social security
224,673
2,026
-
-
Other creditors
2,513
3,118
Accruals and deferred income
1,589,826
1,330,299
11,900
11,275
9,348,041
8,164,424
9,572,950
9,395,714
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
68,522,692
74,142,315
68,522,692
74,142,315
Derivative financial instruments
12,170,067
12,881,913
12,170,067
12,881,913
80,692,759
87,024,228
80,692,759
87,024,228
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
74,142,315
80,016,761
74,142,315
80,016,761
Payable within one year
5,619,623
5,874,446
5,619,623
5,874,446
Payable after one year
68,522,692
74,142,315
68,522,692
74,142,315
Borrowings - Scottish Widows
At the start of 2021, a new group banking facility of £96.2m with Scottish Widows Limited was agreed and drawn down by CWE B Limited as head of the new banking facility group. This facility now stands at £74.8m at 31 December 2024. It is secured by charges over the assets of the wider banking group in favour of Scottish Widows Limited, is repayable in semi-annual instalments to 31 March 2038 and is subject to a fixed interest rate of 2.12% for the life of the loan.
Offset against this bank loan is £682,918 (2023 - £751,209) in respect of loan arrangement fees not amortised.
The amount falling due after more than five years is £44,128,754 (2023 - £50,821,997).
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
21
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Other provisions
85,559
85,559
-
-
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Fixed asset timing differences
7,270,614
-
-
(4,649,631)
Tax losses
(756,991)
-
-
2,328,480
Revaluations
(2,595,966)
-
-
-
Revaluation of cash flow hedges
(3,059,681)
-
-
3,207,197
857,976
-
-
886,046
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Tax losses
-
-
357
446
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(886,046)
(446)
Charge to profit or loss
1,566,060
89
Charge to other comprehensive income
177,962
-
Liability/(Asset) at 31 December 2024
857,976
(357)
There are £1,441,468 (2023: £1,577,702) of unused tax losses for which no deferred tax asset is recognised in the balance sheet.
The unprovided deferred tax asset has not been recognised due to uncertainty surrounding its future recovery.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
300
300
300
300
24
Reserves
Merger reserve
This reserve records gain or loss between the total value of share capital used to purchase another company and the total value of equity purchased.
Cash flow hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments relating to hedged transactions that have not yet occurred.
25
Operating lease commitments
Lessee
Operating leases whose rental payments are based either entirely or partially upon turnover generated by a specific asset are recognised in the profit and loss in the period in which the turnover is earned.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
795,502
738,683
-
-
Between two and five years
701,850
642,666
-
-
In over five years
704,178
696,471
-
-
2,201,530
2,077,820
-
-
26
Related party transactions
The group headed by CWE B Limited incurred management charges from Constantine Wind Energy Limited totalling £484,618 (2023 - £453,813). At the year end, £362,541 (2023 - £410,450) was outstanding and included in amounts due to group undertakings and £nil (2023 - £70,892) is included within amounts due from group undertakings.
CWE B LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
27
Controlling party
The company's immediate parent is CWE A Limited, a company incorporated in England.
The most senior parent entity producing publicly available financial statements is Constantine Wind Energy Limited. These financial statements are available upon request from Companies House.
The ultimate controlling party is Constantine Group Limited and Jemm Capital Limited, in so much as they act in concert.
The parent of the largest group in which these financial statements are consolidated is Constantine Wind Energy Limited, incorporated in England.
The address of Constantine Wind Energy Limited is First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7 1EZ.
28
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
7,678,233
3,841,600
Adjustments for:
Taxation charged
2,416,937
1,190,699
Finance costs
2,618,487
2,399,709
Investment income
(163,940)
(103,532)
Amortisation of loan arrangement fees
68,291
68,289
Amortisation and impairment of intangible assets
(191)
(191)
Depreciation and impairment of tangible fixed assets
4,215,684
4,069,876
Movements in working capital:
(Increase)/decrease in stock
107,276
42,018
(Increase) in debtors
(314,846)
(1,279,887)
Increase in creditors
567,647
259,942
Cash generated from operations
17,193,578
10,488,523
29
Analysis of changes in net debt - group
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
£
£
£
£
Cash at bank and in hand
1,639,310
2,181,665
-
3,820,975
Borrowings excluding overdrafts
(80,016,761)
5,806,155
68,291
(74,142,315)
(78,377,451)
7,987,820
68,291
(70,321,340)
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