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

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Windlogix Limited is a private company limited by shares incorporated in England and Wales. The registered office is 15th Floor, 33 Cavendish Square, London, United Kingdom, W1G 0PW.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

For the year ended 31 December 2024, the company has reported a loss of £true2,861 (2023: £6,233,828), has net current liabilities of £17,956,889 (2023: £20,754,028) and net liabilities of £17,956,889 (2023: £17,954,028). The company’s net current liability position is predominately driven by £24,518,730 (2023: £24,503,134) of investor loans and other funding provided to the company by the Star III Fund.

During the financial year, the company sold its investment in the Stowen Group to ColROn Limited. As part of the share purchase agreement, the company issued vendor loan notes of £2.575m to ColROn Limited that are subject to minimum annual repayments and ultimately fall due for full repayment on maturity in 2027. The directors therefore consider the activity of the company to be that of an investment holding company. The sale of Stowen has not fundamentally altered this, hence a going concern basis remains appropriate in terms of the preparation of the financial statements.  

However, with insolvency procedures ongoing for Windhoist Group, it remains the view of the directors that the company’s loans may need to be restructured to reflect the company’s current business structure and to enable it to meet its continuing obligations. The level of debt that will be subject to restructure however is not determinable as of the date of this assessment. An important factor in determining the extent of the investor loan restructure will be the amount, if any, of funds that will be recovered from the administrators and liquidators of Windhoist Group. At the point of approving the financial statements, the level of any funds to be received is unknown. 

As there is no guarantee that a successful investor debt restructure will be completed within the going concern assessment period, there is a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern as the company will not be able to meet its obligations as they fall due without the restructuring in place.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include certain debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including certain creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The company had no employees during the current or prior year.

On 31 May 2024, the company sold its shareholding in the Stowen Group of entities for a total consideration of £2.8m.

Amounts owed by group undertakings are unsecured, interest free and repayable on demand. The balance is stated net of provision for impairment of £10.4m (2023: £10.4m).

Other debtors are in respect of vendor loan notes totalling £2.575m. The loan notes fall due for repayment in May 2027 but are subject to minimum annual repayments of £500k on the first and second anniversaries of issue.

Included within other creditors is £24.5m (2023: £24.5m) in respect of amounts owed by the company to related parties.

During the year the company entered into the following transactions with related parties:

The company has taken advantage of the exemption available in FRS 102 s1A from the requirement to disclose transactions and balances with any wholly owned subsidiary undertaking of the group.

The ultimate controlling party is Star Capital Partnership LLP.