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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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GVO WIND LIMITED
COMPANY INFORMATION
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GVO WIND LIMITED
CONTENTS
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GVO WIND LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is a holding entity for the GVO Wind sub-group which has an investment portfolio of 42 operational medium wind turbines that has a Feed-in-Tariff (“FIT”) in the UK with combining highly contracted revenue and a well-diversified geographical location.
The key performance indicators during the financial year for the Company were as follows:
The Company demonstrated worsening performance during the financial year with gross profit margin decreasing to 50% (2023 - 72%); largely due to increased operating cost. Additionally, the Company recorded a profit for the financial year of £7,003,104 (2023 - 2,177,446). This was primarily attributed to the increase in investment income of 46% (2023: 48%) during the financial year to £12,025,354 (2023 - £8,254,400). Included within the net finance cost of £5,032,678 (2023 - £6,093,051) for the financial year is interest receivable of £819,687 (2023 - £378,188) from intercompany loan with its respective subsidiaries. The Company reduced its intercompany receivable by 1% during the financial year after receiving £0.3m from its portfolio. Net liabilities as a result reduced by 38% illustrating an overall financial improvement for the company.
The Company is not exposed to significant foreign currency risk as the majority of all payables and receivables are denominated in pounds sterling which is the functional currency in which the Company operates.
The Company does not face credit risk exposure stemming from transactions with counterparties, as the majority of transactions occur between the parent company and its subsidiaries. The Company monitors its risk of a shortage of funds using projected cash flows and by monitoring the maturity of both its financial assets and liabilities. The primary objective of the Company's capital management is to ensure healthy capital ratios in order to support its business and maximise shareholder value. The Company's financial instruments comprise cash and liquid resources and various items, such as receivables and trade payables that arise directly from its operations. The Company's policy is to finance its operations through cash generated from operations and internal finance. It is the Company's policy not to hold financial instruments for speculative purposes. The Company mitigates its exposure to the risk of cost inflation through a strict budgeting process, in which there are minimal operational costs inflated by RPI. In the 2022 Autumn Statement, the Chancellor unveiled plans for the introduction of a temporary revenue tax scheme called the Electricity Generator Levy (EGL), effective from 1st January 2023 to 31st March 2028. Under this initiative, a temporary 45% charge will be levied on exceptional receipts generated from the production of wholesale electricity.
This report was approved by the board on 8 September 2025 and signed on its behalf.
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GVO WIND 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 directors are responsible for preparing Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have
been followed, subject to any material departures disclosed and explained in the financial statements;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. DIRECTORS' CONFIRMATIONS
In the case of each director in office at the date of the directors' report is approved:
∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
∙they have taken all the 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 auditors are aware of that information.
The profit for the year, after taxation, amounted to £7,003,104 (2023 - £2,177,446).
Dividends paid during the year amounted to £Nil (2023 - £Nil). No final dividends are proposed.
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GVO WIND LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors who served during the year were:
The Directors are not aware of any future developments which are likely to affect the company's business.
During the year, the Company appointed BDO LLP as its auditors. The auditors, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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GVO WIND LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO WIND LIMITED
We have audited the financial statements of GVO Wind Limited (“the Company”) for the year ended 31 December 2024 which comprise the balance sheet as at 31 December 2024, the statement of income and retained earnings for the year then ended and notes to the financial statements, including a summary of 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).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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 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.
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GVO WIND LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO WIND LIMITED (CONTINUED)
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon . 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.
In our opinion, based on the work undertaken in the course of the 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.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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GVO WIND LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO WIND LIMITED (CONTINUED)
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 Auditors' 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.
Extent to which the audit was 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on:
∙Our understanding of the Company and the industry in which it operates;
∙Discussion with management and those charged with governance;
∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations; and
∙Our understanding of the legal and regulatory framework applicable to the Company, and the industry in which it operates;
We considered the significant laws and regulations to be those related to the reporting framework (United Kingdom Generally Accepted Accounting Practice), Companies Act 2006, the Value Added Tax Act 1994 and the Income Tax Act 2007.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We have identified such laws and regulations to be the Companies Act 2006 and UK tax legislation. Our procedures in respect of the above included:
∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
∙Involvement of tax experts in the audit;
∙Review of financial statement disclosures and agreeing to supporting documentation; and
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Company’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and o Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks
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GVO WIND LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO WIND LIMITED (CONTINUED)
of material misstatement due to fraud;
∙Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these; and
∙Considering the Company’s control environment that has been established to prevent, detect and deter fraud.
Based on our risk assessment, we considered the area most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
∙Testing the appropriateness of journal entries made throughout the year to supporting documentation, by applying specific criteria to detect possible irregularities or fraud;
∙We performed unpredictability testing by selecting a sample of journals from an account line that did not fall into the scope of our initial journal testing criteria discussed above, after considering specific risk characteristics of each component in scope, and agreeing them to supporting documentation;
∙We performed a review of unadjusted audit differences for indications of management bias or deliberate misstatement;
∙We performed a review of estimates and judgements applied by Management in the financial statements to assess their appropriateness and the existence of any systematic bias. This included the assumptions in the Impairment model, including asset life, yield curve, generation, costs and inflation and discount rate;
∙We enquired of Management of known or suspected instances of fraud, potential litigation and claims. We read minutes of meetings of those charged with governance, and reviewed correspondence with local tax and regulatory authorities;
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 Auditors' 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.
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GVO WIND LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO WIND LIMITED (CONTINUED)
Marc Reinecke (Senior Statutory Auditor)
For and on behalf of
London, UK
Date:
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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GVO WIND LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GVO WIND LIMITED
REGISTERED NUMBER: 08149116
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements on pages 8 to 17 were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 17 form part of these financial statements.
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
GVO Wind Limited (company number: 08149116) is a company limited by shares, incorporated and domiciled in England & Wales as a private limited company under the Companies Act 2006. It's registered office is at 1st Floor, Sackville House, 143-149 Fenchurch Street, London, EC3M 6BL.
2.ACCOUNTING POLICIES
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Tenaga Wind Ventures UK Limited as at 31 December 2024 and these financial statements may be obtained from 1st Floor, Sackville House, 143-149 Fenchurch Street, London, England, EC3M 6BL.
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 Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under UK law and is therefore exempt from the requirement to prepare consolidated financial statements under Section 400 of the Companies Act 2006.
The following principal accounting policies have been applied:
The financial statements have been prepared using the going concern basis of accounting. In determining whether the Company's financial statements can be prepared on the going concern basis, the Directors considered all factors likely to affect its future development, performance and its financial position and have concluded that the Company would continue in operational existence for the 12-month period from the date of approval of these financial statements.
The Directors have been provided with a letter of support from the Company's ultimate parent undertaking, Tenaga Nasional Berhad, that they will, for at least 12 months from the date of approval of these financial statements, continue to make available such funds as needed by the Company and, in particular, will not seek repayment of the amounts currently made available. This should enable the Company to continue in operational existence for the 12-month period from the date of approval of these financial statements by meeting its liabilities as they fall due for payment. The Directors consider the going concern basis of preparation to be appropriate for these financial statements.
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Functional and presentation currency
The Company's functional and presentational currency is British Pound Sterling (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 the Statement of Income and Retained Earnings except when deferred in other comprehensive income as qualifying cash flow hedges.
Investment income is formed of dividends received from investments in subsidiary companies held within the group, which is credited to the Statement of Income and Retained Earnings. Dividends are recognised when the company’s right to receive payment is established.
Finance income is recognised in the Statement of Income and Retained Earnings using the effective interest method.
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Finance cost are charged to the Statement of Income and Retained Earnings 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.
Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings.
The current corporation 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 United Kingdom 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term creditors are measured at the transaction price.
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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 and loans to related parties.
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. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
The whole of the turnover is attributable to the principal activity of the business being that of a holding company.
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
At the year end the Company has restricted losses through Corporation Interest Restriction rules of £17,575,050 (2023 - £14,488,627).
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GVO WIND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has jointly and severally guaranteed the bank borrowings of a parent company, Tenaga Wind Ventures UK Limited. The Company has given cross guarantees against the bank borrowings in the form of a fixed and floating charge and a negative pledge over its assets.
The contingent liability in respect of the cross guarantee at the Balance Sheet date is £85,293,476 (2023 restated- £93,210,442). The prior year contingent liability disclosed in respect of the cross guarantee has been restated following a correction to the measurement of the related loan in Tenaga Wind Venture UK Limited's financial statements.
The consolidating parent undertaking, Tenaga Wind Ventures UK Limited, is a private limited company incorporated in England and Wales and prepares consolidated financial statements for the Group. Tenaga Wind Ventures UK Limited is registered at 1st Floor, Sackville House, 143-149 Fenchurch Street, London, United Kingdom, EC3M 6BL.
As at 31 December 2024 and 31 December 2023 the ultimate parent undertaking was TNB International Sdn Bhd, a company incorporated in Malaysia.
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