Registration number: 13505069

Wherwell Solar Ltd

Contents

Company Information	1
Balance Sheet	2
Notes to the Financial Statements	3 to 8

Wherwell Solar Ltd

Company Information

Directors

Andrea Arcangeli Jaime Sureda Juarez

Registered office

1-3 Whittlesey Street London England SE1 8SZ

Accountants

Global Tax Limited 112 Houndsditch London EC3A 7BD

Auditors

Carbon Accountancy Limited Chartered Accountants and Registered Auditors80-83 Long Lane London EC1A 9ET

Wherwell Solar Ltd

(Registration number: 13505069)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Tangible assets	4	1,243,347	759,325
Current assets
Debtors	5	48,337	6,069
Cash at bank and in hand		22,371	1,716
		70,708	7,785
Creditors: Amounts falling due within one year	6	(385,174)	(787,331)
Net current liabilities		(314,466)	(779,546)
Total assets less current liabilities		928,881	(20,221)
Creditors: Amounts falling due after more than one year	6	(932,504)	-
Net liabilities		(3,623)	(20,221)
Capital and reserves
Called up share capital	7	100	100
Retained earnings		(3,723)	(20,321)
Shareholders' deficit		(3,623)	(20,221)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 4 September 2025 and signed on its behalf by:
 

......................................... Andrea Arcangeli Director

......................................... Jaime Sureda Juarez Director

Wherwell Solar Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
1-3 Whittlesey Street
London
England
SE1 8SZ
United Kingdom

These financial statements were authorised for issue by the Board on 4 September 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

There was a net deficiency of assets of £3,623 (2023: £20,221) at the balance sheet date. This includes a shareholder loan of £932,504 from Group undertakings. The Company is not yet generating revenues and will continue to need support from the Group for the foreseeable future. The parent company has issued a letter of support confirming its commitment to continue providing working capital and to not request repayment of the loan until the Company completes the build project which is currently expected to conclude in the year 2026 and is financially capable of repaying. Based on the directors' assessment and the continued financial support from the Group to fund the project through to completion, the accounts have been prepared on a going concern basis. The company received full planning permission for the development of the project on 5 February 2025.

Wherwell Solar Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Audit report

The Independent Auditor's Report was unqualified. . The name of the Senior Statutory Auditor who signed the audit report on 4 September 2025 was John Leyden FCA, who signed for and on behalf of Carbon Accountancy Limited.

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.

Tangible 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. Assets under construction include the ongoing costs to construct fixed assets which are not ready for use and are stated in the balance sheet at cost. Depreciation will commence once the construction is complete and the asset is in a location and condition necessary for it to be capable of operating in the manner intended by management.

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.

Trade 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 company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company 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.

Wherwell Solar Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

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.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2023 - 0). The Directors were remunerated by the parent company, Solarig Global Services, S.A and there is no recharge to the Company. The Directors also act as directors for a number of fellow subsidiaries, and so it is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.

4	Tangible assets

	Assets under construction £	Total £
Cost or valuation
At 1 January 2024	759,325	759,325
Additions	484,022	484,022
At 31 December 2024	1,243,347	1,243,347
Depreciation
Carrying amount
At 31 December 2024	1,243,347	1,243,347
At 31 December 2023	759,325	759,325

5

Debtors

Current	2024 £	2023 £
Prepayments	39,986	-
Other debtors	8,351	6,069
	48,337	6,069

Wherwell Solar Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

6

Creditors

Creditors: amounts falling due within one year

	Note	2024 £	2023 £
Due within one year
Trade creditors		25,420	12,247
Amounts owed to group undertakings and undertakings in which the company has a participating interest	10	325,365	723,878
Accruals and deferred income		34,376	5,000
Other creditors		13	46,206
		385,174	787,331

Creditors: amounts falling due after more than one year

	Note	2024 £	2023 £
Due after one year
Other financial liabilities	10	932,504	-

The company entered into loan agreements with Solarig Global Services, S.A. for a facility of up to £3,000,000 and with Acap Renewables Ltd for a facility of up to £300,000. Both loans have an effective date of 15 December 2021 and a termination date of 15 December 2026, with an option to extend the term by a further five years subject to mutual agreement. The loans are unsecured and bear a fixed annual interest rate of 2.79%, based on the Euro Interbank Offered Rate. Interest of £21,119 (2023: £Nil) for Solarig Global Services, S.A and £Nil interest for Acap Renewables Ltd is recognised withing the profit and loss accounts.
 

7	Share capital

Allotted, called up and not fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary of £1 each	100	100	100	100

8	Obligations under leases and hire purchase contracts

There are no lease or land lease commitments as at the balance sheet date. However, the directors have signed two Option Lease Agreements granting the company the right to lease land for future solar project development. One agreement relates to Wherwell, Andover, Hampshire, which provides the company with the exclusive right to enter into a lease agreement subject to certain conditions, with a provisional longstop date of 18 August 2026. The second option agreement relates to land at Romsey Road, Andover, Hampshire, with a longstop date of 02 January 2029.

Wherwell Solar Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

9	Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitment towards assets under construction not included on the balance sheet stands at £1,598,804 (2023 - £371,657). The details of the company’s future financial commitments are shown below:

(i) The Company entered into a contractual agreement with RE Projects Development Limited to bring the project to a ready-to-build stage. As at 31 December 2024, the remaining commitment under this agreement, which had not yet been recognised in the financial statements, amounted to £658,350 of which:
• An amount of £417,000 become payable by the Company, contingent upon the receipt of planning consent on commercially reasonable terms and conditions, and the execution of a land option agreement between the Company and the Landowner.
• An amount of up to £241,350 only become payable by the Company, contingent upon the satisfaction of specific conditions. These include the successful grid connection of the project and the photovoltaic system being fully tested, G99 certified, and capable of generating electricity.

On 15 September 2022, the company provided security to RE Projects Development Limited by way of a charge. The security comprises both fixed and floating charges over the company’s assets, including a negative pledge that restricts the company from creating further charges over the secured assets without prior consent. The charge was registered at Companies House on 27 September 2022.

(ii) The Company had entered into a contractual agreement with SEPD for staged payments relating to non-contestable distribution works. As at 31 December 2024, the remaining commitment under this agreement, not yet recognised in the financial statements, amounted to £939,454.

10	Related party transactions

Summary of transactions with all entities with joint control or significant interest

At the year end, development costs recharged of £325,365 relating to services provided by Solarig Development UK.

Expenditure with and payables to related parties

2024	Entities with joint control or significant influence £
Rendering of services	325,365

Wherwell Solar Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Summary of transactions with parent and with all entities with joint control or significant interest

Solarig Global Services, S.A. Company’s working capital is being funded by its parent company Solarig Global Services, S.A., a company incorporated in Spain. Acap Renewables Ltd, a company incorporated in England has also provided funding to the company and holds a 20% equity interest. At the balance sheet date amount due to parent and entities with joint control or significant influence was:

Loans from related parties

2024	Parent £	Entities with joint control or significant influence £	Total £
At start of period	723,878	46,194	770,072
Advanced	180,307	16,130	196,437
Interest transactions	21,118	-	21,118
Impairment	(55,123)	-	(55,123)
At end of period	870,180	62,324	932,504

2023	Parent £	Entities with joint control or significant influence £	Total £
At start of period	629,171	34,584	663,755
Advanced	94,707	11,610	106,317
At end of period	723,878	46,194	770,072

11	Parent and ultimate parent undertaking

The company's immediate and ultimate parent is Solarig Global Services, S.A, incorporated in Spain. Its registered address is Calle de la Ribera del Loira, number 28, 2nd floor, 28042, Madrid, Spain.