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Registered number: SC518560
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UPPER PITFORTHIE WINDGEN PLC
COMPANY INFORMATION
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UPPER PITFORTHIE WINDGEN PLC
CONTENTS
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UPPER PITFORTHIE WINDGEN PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the period ended 31 December 2024.
The Enercon E48 wind turbine has demonstrated the same business principal with cashflow revenues coming from electricity generation with sales to grid export, private wire sales to JBF Contracts Limited and also from Feed-In-Tariff. These sales generate funds which satisfy investor payments.
The company continues to operate to budget. The management team have maintained support in order to relax the issues caused from previous years. Going forward the directors will continue to support the Company, where appropriate, and take strategic decisions to help the company perform at an optimum level and seek to utilise opportunities created from the electricity generated from the turbine. As power prices continue to rise this will in turn support the company. During the period there have been two cash return periods returning £116,087 and £90,172 to the debenture holders. Both returns were more than the projected return of £67,647 .
There are a number of risks which management monitor more closely:
- Cash flows and servicing of finance - This is mitigated by the directors entering into and monitoring the contracts for export tariffs to maximise the return on generation. - Operational risks in relation to the condition of the wind turbine - These are mitigated by the turbine being maintained annually under a service agreement and the turbine is insured to cover potential damage. - Changes in Government policy regarding Green Energy, especially the unknown effect of Brexit on investment decisions in renewable energy projects - This is mitigated by the directors closely monitoring any government policy changes and reacting accordingly. - Network outages in national and local grid networks - This risk has been mitigated as business interuption insurance is in place. - Weather and environmental conditions in the local area, which are out of the control of the management but affect the operational efficiency of the company - This has been mitigated by choosing a suitable site with favourable weather and environmental conditions.
The company is now fully operational and looks to maintain its relationship with its investors and return capital and interest to them as required. Going forward, the key development areas for the business are to:
- Maximise generation income with the anticipated increase in wholesale energy prices - Develop and maintain the efficiencies of the turbine - Monitor export tariffs in order to improve turnover - Collaborate with complimentary businesses - Maximise energy export sales value All will be done with a view to maximising the return to debenture holders.
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UPPER PITFORTHIE WINDGEN PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators are monitored by senior management and directors and include:
- Turnover: £524,539 (2023 - £736,064) - Finance costs: £86,898 (2023 - £222,698) - Profit before tax: £96,958 (2023 - £58,746) - Net assets/(liabilities): £84,623 (2023 - £21,479)
Other key performance indicators are monitored by senior management and directors and include:
- Wind turbine generation units: 785,498kWh (2023 - 1,388,673kWh)
The company's objective is to maximise the return on investment for the debenture holders therefore until such time as the debentures are repaid in full, the expectation is that profits of the company will be minimal.
The directors have made a commitment to continue to support the company going forward both financially and operationally. The directors have considered a period of 12 months from the date of this report and conclude that it is reasonable to expect that the company will have sufficient financial resources to continue for the foreseeable future. For that reason the financial statements are prepared on a going concern basis.
The Directors are responsible under section 172 of the Companies Act to promote the success of the Company for the benefit of its members as a whole and in doing so have regard for the needs of wider society and stakeholders. The Directors consider their current key stakeholders to be the debenture holders and the bank.
The directors have complied with this statement by entering into and monitoring contracts for export tariffs to maximise the return and generation and they have ensured that funds are available to repay debenture loans as they have fallen due. Adequate insurance has also been taken out to cover potential damage to the turbine.
This report was approved by the board on 25 September 2025 and signed on its behalf.
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UPPER PITFORTHIE WINDGEN PLC
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 the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £63,144 (2023 - £36,199).
No ordinary dividends were paid (2023 - nil). The directors do not recommend payment of a final dividend.
The directors who served during the year were:
The company will continue to generate wind energy from the turbine site, with a view to repaying the debenture
holders. There are no other future developments planned for the Company.
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UPPER PITFORTHIE WINDGEN PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Liquidity risk - The objective of the company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The company expects to meet its financial obligations through operating cash flows. Interest rate risk - If the terms of the debenture loan mentioned in note 12 are not met, late payments are subject to additional interest at a rate of 3% over the base rate of Barclays Bank PLC. The company fully expects to repay the debenture loans as they fall due.
Credit risk - The majority of the income is from Feed-in-Tariff (FiT) which is a government approved scheme.
The directors work alongside the debenture holders, providing them with a bi-annual cash return. This enables the investors to see how the company is performing and ensures that they receive the required capital and interest returns. The directors have forged strong links with the service contract providers to ensure that the turbine operates at full capacity all of the time.
There have been no significant events affecting the Company since the year end.
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
This report was approved by the board on
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UPPER PITFORTHIE WINDGEN PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPPER PITFORTHIE WINDGEN PLC
We have audited the financial statements of Upper Pitforthie Windgen PLC (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position, the Statement of Cash Flows and the related notes, 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).
In the comparative year ended 31 December 2023, we were unable to obtain sufficient appropriate evidence in support of heat and light expenses totalling £96,955 recharged from related party JBF Contracts Ltd to the Company. We were therefore unable to confirm if adjustments were required to the administrative expenses and associated intercompany balance within the Statement of Income and Retained Earnings and Statement of Financial Position in respect of this matter. In addition, were any adjustments to the administrative expenses to be required, the strategic report would also need to be amended.
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified opinion.
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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UPPER PITFORTHIE WINDGEN PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPPER PITFORTHIE WINDGEN PLC (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
As described in the basis for qualified opinion section of our report, in the comparative year to 31 December 2023 we were unable to obtain sufficient appropriate evidence in support of heat and light expenses totalling £96,955 recharged from related party JBF Contracts Ltd to the Company. We have concluded that where the other information refers to administrative expenses, profit before tax or related balances such as net assets, they may be materially misstated for the same reason.
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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.
Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the 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.
Arising solely from the limitation on the scope of our work relating to adminstrative expenses in the comparative period, referred to above:
•we have not obtained all the information and explanations that we considered necessary for the purpose
of our audit; and • we were unable to determine whether adequate accounting records have been kept.
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UPPER PITFORTHIE WINDGEN PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPPER PITFORTHIE WINDGEN PLC (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.
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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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 or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management. There are inherent limitations in the audit procedures described above 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 would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
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UPPER PITFORTHIE WINDGEN PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPPER PITFORTHIE WINDGEN PLC (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
14 City Quay
DD1 3JA
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UPPER PITFORTHIE WINDGEN PLC
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UPPER PITFORTHIE WINDGEN PLC
REGISTERED NUMBER: SC518560
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 24 form part of these financial statements.
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UPPER PITFORTHIE WINDGEN PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Upper Pitforthie Windgen PLC is a public company, limited by shares, domiciled in Scotland with registration number SC518560. The registered office is The Manse Office, Kinneff, Montrose, DD10 0TJ. The business address is Upper Pitforthie Farm, Laurencekirk, AB30 1LQ.
2.ACCOUNTING POLICIES
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 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 pound.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The following criteria must also be met before turnover is recognised: - the Company has transferred the significant risks and rewards of ownership to the customer; - the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the electricity sold; - the amount of turnover can be measured reliably; - it is probable that the Company will receive the consideration due under the transaction; and - the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
The long-term debenture loans issued by the company are not basic financial instruments. The debenture loans were initially recognised at fair value which was deemed to be the transaction price recognised at cost less impairment.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
As noted in the Strategic Report, the Company's objective is to maximise the return on investment for the debenture holders, therefore until such time as the debentures are repaid in full, the expectation is that profits of the company will be minimal.
The directors have made a commitment to continue to support the company going forward both financially and operationally. We have considered a period of 12 months from the date of this report and conclude that it is reasonable to expect that the Company will have sufficient financial resources to continue for the foreseeable future. On that basis, we have prepared the accounts on the going concern basis.
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The following are considered to be either judgements that have had the most significant effect on amounts recognised in the financial statements, or estimare that are dependent on assumptions which could change in the next financial year and have a material effect on the carrying amounts of assets and liabilities recognised at the balance sheet date. Debenture loans in issue are classified as other financial instruments and are therefore required to be held at fair value unless a reasonable assessment of fair value cannot be made, in which case they are held at cost less impairment. Under FRS 102 section 2A.4 the fair value of the debenture loan can be reliably mesurable if the probabilities of the various estimates within the range can be reasonably addressed and used in estimating the fair value. The interest on the debenture loan is equivalent to a percentage of performance over a 6 month period which will vary. Due to the complex nature of the debenture loan the directors have taken the decision to continue to measure it at cost less impairment.
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company has £212,566 of corporation tax losses available for offset against future taxable profits (2023 - £369,146).
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The debenture loans are secured by a floating charge over the Company's assets and by security over the Company's interest in a property lease.
The principal is repayable in semi-annual instalments of £67,647. At the same time investment income is also payable to the debenture holders and this is calculated as the shortfall between the principal and the debenture share of operating surplus (92% of the operating surplus).
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The debenture loans are secured by a floating charge over the Company's assets and by security over the Company's interest in a property lease.
Repayments of £67,647 are due every 6 months.
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UPPER PITFORTHIE WINDGEN PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
The company operates under the control of Mr J B Fotheringham, director, who owns 100% (2023 - 99%) of the issued share capital.
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