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Winder Power Limited
Registered number: 05446559
Annual report and
financial statements
For the year ended 31 March 2025
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WINDER POWER LIMITED
COMPANY INFORMATION
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P Subramanian (appointed 27 August 2025)
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J P Doust (appointed 27 August 2025)
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Chartered Accountants & Statutory Auditor
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WINDER POWER LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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WINDER POWER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their Strategic Report for the year ended 31 March 2025.
The Company’s principal activities are:
∙the design, manufacture, supply, installation and maintenance of electrical transformers and power distribution apparatus, and
∙the design and manufacture of power generation equipment and rotating electrical machines.
The Statement of Comprehensive Income is set out on page 12 and shows turnover for the year of £45.3m (2024: £36.5m). The Company made an operating profit of £4.4m (2024: £2.5m) for the year.
Turnover was higher in the year due to continued progress across all divisions and further development of Winder Grid, which provides a turnkey solution for grid sized transformers (132kV and above), bringing together the Company’s expertise in design, logistics and installation for larger units. Demand from existing divisions also grew, supported by strong customer relationships and the structural tailwinds from the electrification and decarbonisation of the UK economy. Gross margins improved through design enhancements, purchasing efficiencies and a richer mix of higher margin services.
The Company’s customers are predominantly UK based. As the UK’s pathway to Net Zero relies heavily on electrification, the expected growth in electricity demand places Winder Power in a strong position to support network expansion and reinforcement in the years ahead. Visibility of investment under the current RIIO ED2 price control has underpinned activity with the UK Distribution Network Operators (DNOs); the Company continues to service and maintain long term framework agreements with a majority of UK DNOs.
During the year the business continued to invest in, and strengthen, Winder Grid. The Company implemented the core organisational and technical building blocks to scale in the 132kV market through a factory investment project, investing in key personnel and developing our systems and processes for the manufacture of higher voltage transformers. Initial customer feedback has been positive with the majority of the factory slots already booked for FY27.
The Company continued to place health and safety at the heart of operations and to promote employee wellbeing, alongside responsible corporate practices and transparent reporting. During the year, the Group received an updated EcoVadis sustainability scorecard at the Bronze level, a great achievement reflecting strengths in energy and GHG reporting and setting out priority improvement areas for the year ahead.
There have been no events since the balance sheet date which materially affect the position of the Company.
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WINDER POWER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Going Concern
The Company’s business activities, together with the factors likely to affect its future developments, performance and position are set out in the Strategic Report and Directors' Report to the financial statements.
The Company has reported an operating profit and EBITDA before exceptional and non-recurring items of £4.4m and £5.0m, respectively (2024: £2.5m and £3.1m) for the year ended 31 March 2025.
The transaction has put Winder Power in a position to take advantage of the market opportunities available and grow. UK DNOs have had their spending limits agreed for the next 8 year regulatory period starting in 2023, a period where decarbonisation and electrification of the UK is required to meet the climate change targets set. All DNOs have proposed significant increases in electrical distribution asset investment, placing the Company in a strong position to take advantage of this increase through the frameworks agreements it already has in place with DNOs. The Company is trading profitably post year end and is on track to exceed the turnover and profit levels achieved this year. This improvement in trading is on the back of sales orders received over the past 12 months exceeding £80m, another historical high for the business.
Based on the above indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis based on the reasonable cash flow forecasts they have prepared. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Principal risks and uncertainties
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Market Risk
The markets for transformers, power distribution equipment, power generation equipment and rotating electrical machines remain competitive. The Company continues to manage actively the risk of losing customers to competitors (based both in the UK and overseas) by the provision of added value services, improving response times in the supply of products and by maintaining strong relationships with key customers by, amongst other things, offering strong technical support. The Company has a strong advantage in being based in the UK, close to our customers. In addition to that being able to provide a full suite of services through our Transformer Services division allows the business to support customers in installations, refurbishments as well as quick response to emergency situations.
Ofgem has placed greater emphasis on innovation in addressing worn out assets, encouraging DNOs to refurbish existing assets. The Company’s expertise in manufacturing new assets and also in extending the life of existing assets reduces the risk to its income stream, and they continue to carry out refurbishment projects for customers both in the utility sector and elsewhere.
Commodity Risk
Copper prices remained volatile during FY25, with London Metal Exchange (LME) prices moving from approximately USD 8,400 per tonne at the start of the year to over USD 9,800 per tonne by March 2025, driven by strong global demand and supply constraints. Copper continues to represent around one quarter of the Company’s material costs. The Company mitigates exposure to commodity price movements and fluctuations in the US Dollar to Sterling exchange rate by agreeing with customers to flex contract prices in line with LME copper price movements. This approach has helped maintain margin stability despite market volatility.
Currency Risk
The Company purchases steel, copper and other components from Europe in Euros and is therefore exposed to movements in the Euro to Sterling exchange rate. During FY25, the exchange rate traded in a relatively narrow range between 1.14 and 1.19, with occasional spikes linked to macroeconomic events. The Company continues to mitigate currency risk by using forward contracts to hedge against customer orders, ensuring that the tenor of these hedges aligns with the current order book. This policy reduces the impact of short-term currency fluctuations on material costs.
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WINDER POWER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Credit Risk
The Company's credit risk is primarily attributable to its trade debtors. Credit risk is managed by means of a credit insurance policy, by obtaining suitable security where appropriate, and by monitoring payments against contractual agreements.
Liquidity Risk
The Company monitors cash flow as part of its day to day control procedures. The Board reviews cash flow projections on a monthly basis and ensures that appropriate facilities are available to be drawn upon as necessary.
Employee retention risk
The Company manages the risk of losing key employees by creating a very open and inclusive culture and ensuring that employees receive a competitive benefits package taking into account their skills and experience.
The Company also operates established apprentice and graduate schemes which are successful in managing succession planning.
Research and development activities
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The Company continues to invest in research and development, particularly developing bespoke solutions for customers.
Other key performance indicators
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The directors meet regularly throughout the year to discuss the performance of the Company, various key performance indicators and other specific measures in order to gauge the Company’s financial position against annual targets.
The Company’s financial performance is measured using turnover and EBITDA (earnings before interest, tax, depreciation and amortisation). Turnover of £45.3m was higher than last year, and the gross margins increased, for the reasons discussed above. EBITDA excluding exceptional and non-recurring items for the year increased to £5.0m (2024: £3.1m).
Directors' statement of compliance with duty to promote the success of the Company
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This Section 172(1) statement explains how the Directors of Winder Power Limited (the “Company”) have had regard to the matters set out in section 172(1) of the Companies Act 2006 when performing their duty to promote the success of the Company for the benefit of its members as a whole during the financial year ended 31 March 2025.
Our approach to Section 172
The Board’s decision-making is informed by regular reporting on strategy, financial performance, risk, health & safety (H&S), quality, people, environmental matters and stakeholder engagement. Stakeholder insights are provided to the Board through operational reports, H&S and quality reviews, employee briefings and feedback, customer reviews, supplier performance updates and finance reports. When significant proposals are brought forward, Board papers set out the relevant s172 considerations and anticipated stakeholder outcomes and trade-offs, enabling the Directors to balance short-term impacts with the long-term consequences of decisions.
Our key stakeholders and how we engage
Our principal stakeholder groups are employees; customers (including DNOs and ICPs); suppliers and strategic partners; the communities and environment in which we operate; and shareholders and lenders. Engagement channels include shop-floor briefings and toolbox talks, H&S walks, training and people surveys; customer reviews and site visits; supplier-quality meetings with corrective-action follow-up and on-site audits; and regular performance updates through Board and governance processes.
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WINDER POWER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
How s172 factored into principal decisions in FY25
During the year, the Board applied section 172 considerations to several high-impact matters. In relation to shop-floor safety and employee engagement the Managing Director holds meetings twice a year with all employees in a series of small meeting groups. This is to enable open discussion about how the company is performing, the plans for the future and the ability for all members of staff to raised concerns or suggestions with the Managing Director directly. These actions have helped the company in a number of areas, including the continued excellent Health and Safety record and recent award of the RoSPA Presidents Award for being awarded 10 consecutive Gold awards. On supplier quality, the Board considered relationships with key suppliers and customers and the long-term consequences of performance, formalising weekly supplier-quality reviews, tracking cost-of-poor-quality and driving corrective actions to protect delivery and customer confidence. Regarding energy management, the Directors considered the impact of operations on the environment and the long-term benefits of efficiency, using metering and analytics to target consumption and progressing efficiency initiatives, as reflected in our Streamlined Energy and Carbon Reporting disclosures.
Community and environment
The Board recognises our responsibility to minimise environmental impact and to support our local community. During the year we continued to focus on energy use, waste management and process efficiency. Our Streamlined Energy and Carbon Reporting (SECR) disclosure in the Directors’ Report sets out our UK energy consumption, greenhouse-gas emissions, intensity ratio, efficiency actions and methodology.
High standards of business conduct
We are committed to high standards of business conduct, including safety, product quality, ethical procurement and compliance. Board decisions during the year considered their impact on our reputation and on maintaining these standards.
Acting fairly between members
In significant matters during the year the Board considered the interests of all shareholders, ensuring transparency of information and balanced decision-making when evaluating investments, financing and governance actions.
Looking ahead
In FY26 the Board will continue to apply s172 considerations to decisions on people and capability, supplier quality and resilience, operational efficiency, capacity planning and our energy and carbon trajectory. We will continue to engage with stakeholders and monitor outcomes against our KPIs.
Website disclosure and approval
This Section 172(1) statement forms part of the Strategic Report for the year ended 31 March 2025. It will be available on the Company’s website at: www.winderpower.co.uk.
This report was approved by the board and signed on its behalf.
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WINDER POWER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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; 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 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 £3,804,213 (2024: £1,965,725).
Dividends of £NIL (2024: £NIL) were paid to the shareholders during the year.
The directors who served during the year were:
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M C Henson (resigned 29 July 2025)
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P Subramanian (appointed 27 August 2025)
J P Doust (appointed 27 August 2025)
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WINDER POWER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Company is continuing to focus on the improvement of transformer margins and expand its product offering, particularly into the larger 132kV to 400kV power transformers. The business will also leverage its position as one of the UK’s leading experts in transformer refurbishment, an area of the sector that has seen significant growth in the last few years.
The Government, through their Powering Up Britain – Energy Security Plan, expect the electricity demand in the UK to double by 2050, this is driven through an increase in electric vehicles and a conversion of heating from gas to electric. This increase along with the pressure that a distributed energy generation model places on the electricity network means that there will need to be a significant increase in the capacity of the electricity distribution network. This means that the requirement for transformers will greatly increase.
Engagement with employees
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During the year, the policy of providing employees with information about the Company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company’s performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.
Greenhouse gas emissions, energy consumption and energy efficiency action
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Entity and boundary: Winder Power Limited - UK operations only (fixed assets and company-owned/controlled vehicles).
SECR scope: Disclosures are provided in the Directors’ Report in accordance with the Companies Act 2006 and the UK SECR regulations for large unquoted companies.
UK energy consumption (kWh)
Includes purchased electricity (location-based), natural gas and transport fuel used in company-owned/controlled vehicles.
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Electricity - purchased (grid)
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Natural gas (or other on-site fuels)
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Transport fuel (road) - diesel/petrol/LPG (kWh)
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Total energy consumption (UK)
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UK greenhouse-gas emissions (tCO2e)
Reported as tonnes of CO2 equivalent (tCO2e). Scope 2 is location-based. Scope 3 is not reported under SECR for large unquoted companies.
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Scope 1 - combustion (e.g., gas) and company-owned transport
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Scope 2 - purchased electricity (location-based)
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Total mandatory (Scope 1 + Scope 2 location-based)
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WINDER POWER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Emissions intensity ratio
The Company reports a single intensity metric: total Scope 1 + Scope 2 (location-based) per £m of revenue.
∙FY25: 299.7/45.3 = 6.62 tCO2e/£m
∙FY24: 153.03/36.5 = 4.19 tCO2e/£m
Energy-efficiency actions in the year
During FY25 we applied targeted energy management using our ClearVUE energy monitoring and analytics platform, including automated exception checking and opportunity spotting to investigate usage spikes and identify avoidable standby consumption. Actions undertaken included compressor leak fixes/controls and LED/controls upgrades in selected areas. These measures support our ongoing efficiency focus; quantified savings will be tracked during FY26.
Methodology, assumptions and exclusions
Emissions are calculated in line with the GHG Protocol using the UK Government GHG Conversion Factors for the reporting year. Electricity is reported on a location-based basis. Figures are based on supplier invoices/meter reads, fuel-card data and ClearVUE analytics; immaterial gaps are reasonably estimated. No material non-UK energy use is included.
Forward look
We will continue to monitor consumption via ClearVUE and act on exceptions to reduce avoidable energy use. The Company has submitted its EcoVadis assessment and subject to confirmation expects to progress from Bronze to Silver; this sits alongside our internal efficiency programme. (EcoVadis is not part of SECR but is disclosed here for context.)
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 September 2025 and signed on its behalf.
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WINDER POWER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WINDER POWER LIMITED
Opinion
We have audited the financial statements of Winder Power Limited (the ‘Company’) for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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, FRS 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 Company’s affairs as at 31 March 2025 and of its 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.
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 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. 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 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.
Other information
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.
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WINDER POWER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WINDER POWER LIMITED
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 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.
Matters on which we are required to report by exception
In 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.
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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
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WINDER POWER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WINDER POWER LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 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 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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering and the Bribery Act 2010.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
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WINDER POWER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WINDER POWER LIMITED
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the accuracy and valuation of income arising from long term contracts) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 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.
Shaun Mullins (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
29 September 2025
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WINDER POWER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2025 (2024: £NIL).
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The notes on pages 15 to 33 form part of these financial statements.
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WINDER POWER LIMITED
REGISTERED NUMBER: 05446559
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 33 form part of these financial statements.
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WINDER POWER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 15 to 33 form part of these financial statements.
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Winder Power Limited ("the Company") is a company limited by share capital, registered number 05446559, incorporated in England and Wales. The address of the registered office is Grangefield House, Richardshaw Road, Pudsey, Leeds, LS28 6QS.
Winder Power Limited designs and manufactures electricity transformer and electrical components for industrial applications.
2.Accounting policies
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Basis of preparation of financial statements
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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 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:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Ensco 1519 Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.
- 15 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Company’s business activities, together with the factors likely to affect its future developments, performance and position are set out in the Strategic Report and Directors' Report to the financial statements.
The Company has reported an operating profit and EBITDA before exceptional and non-recurring items of £4.4m and £5.0m, respectively (2024: £2.5m and £3.1m) for the year ended 31 March 2025.
The transaction has put Winder Power in a position to take advantage of the market opportunities available and grow. UK DNOs have had their spending limits agreed for the next 8 year regulatory period starting in 2023, a period where decarbonisation and electrification of the UK is required to meet the climate change targets set. All DNOs have proposed significant increases in electrical distribution asset investment, placing the Company in a strong position to take advantage of this increase through the frameworks agreements it already has in place with DNOs. The Company is trading profitably post year end and is on track to exceed the turnover and profit levels achieved this year. This improvement in trading is on the back of sales orders received over the past 12 months exceeding £80m, another historical high for the business.
Based on the above indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis based on the reasonable cash flow forecasts they have prepared. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
- 16 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue 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.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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Leased assets: the Company as lessee
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Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
- 17 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 18 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
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 income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
- 19 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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:
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Long term leasehold property
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Straight line basis over the remaining life term of the lease
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Straight line basis over the remaining term of the lease (longer life assets) and straight line basis over 10 years (shorter life assets)
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Straight line basis over 4 years
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Straight line over 3 - 5 years
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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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are 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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
- 20 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position 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
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.
- 21 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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 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.
- 22 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment to assets, the directors have considered both external and internal sources of information such as market conditions, counter party credit ratings and experience of recoverability and where applicable, the ability of the assets to be operated as planned.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.
(i) Long term contracts
Contract accounting is used to determine the amount of revenue to be recognised on long term transformer manufacturing contracts. The process of identifying the percentage completion of each ongoing contract requires judgment from management to ensure that revenue is appropriately recognised across the contract period.
- 23 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Transformer supply and service
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Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets
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Research and development expense
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Hire of motor vehicles - operating leases
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- 24 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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During the year, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the parent company.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Administration and management
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- 25 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to no directors (2024 - 5) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £NIL (2024 - £185,158).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £24,456).
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Other interest receivable
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Interest payable and similar expenses
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- 26 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of25% (2024 -25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of previous periods - deferred tax
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Additional deduction for R&D expenditure
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Other differences leading to an increase in the tax charge
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Total tax charge for the year
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- 27 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
12.Taxation (continued)
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Transfer from tangible fixed assets
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Transfer from tangible fixed assets
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The individual intangible asset which is material to the financial statements is goodwill of £393,887. This goodwill was generated when the Company acquired the trade and assets of R F Winder Electrical Limited and Newton Derby Limited for £752,813 on 24 June 2005.
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- 28 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Long term Leasehold Property
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Transfer to intangible assets
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Transfer to intangible assets
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The principal undertakings in which the Company's interest at the year end is 20% or more are as follows:
R F Winder Electrical Limited
Newton Derby Limited
Countryman Defence Limited
Control Instruments Limited
The registered offices of the companies listed above are the same as that listed for the Company.
The Company holds 100% of the ordinary share capital of the subsidiaries listed, all of which are dormant.
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- 29 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts recoverable on long term contracts
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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- 30 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Included within Accruals and deferred income are amounts due to customers (deferred income) for on-going contract work totalling £13,531,086 (2024: £11,803,777).
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Losses and other deductions
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- 31 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Allotted, called up and fully paid
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7,575,800 (2024 -7,575,800) Ordinary shares of £0.01 each
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All ordinary shares rank pari passu.
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Share premium account
The share premium account includes the premium on issue of equity shares, net of issue costs.
Profit & loss account
The profit and loss reserves consist of accumulated profits and losses, less dividend payments.
At 31 March 2025 there were contingent liabilities in respect of performance bonds totalling £780,000 (2024: £780,000).
As part of the management buyout referenced in the Strategic report, Ensco 1528, a fellow group company entered into a loan agreement with Connection Capital which totals £3.5m as at 31 March 2025 (2024: £6.7m). Certain members of the Group, including the Company, are jointly and severally liable under the terms of this agreement, including a fixed and floating charge over the assets of the Company.
The Company operates a defined contribution personal pension scheme. The assets of the scheme are held separately from those of the company in a independently administered fund. The pension charge amounted to £244,221 (2024: £155,200). Contributions totalling £53,529 (2024: £1,862) were payable at the end of the financial year and are included in creditors due within 1 year.
- 32 -
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WINDER POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Commitments under operating leases
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At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Due between two to five years
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Related party disclosures
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The Company is a wholly owned subsidiary of Winder Power Holdings Limited and has taken advantage of the exemption conferred by Financial Reporting Standard 102 not to disclose transactions with Winder Power Holdings Limited or other wholly owned subsidiaries within the Group.
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Ultimate controlling party
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The Company is a subsidiary of Winder Power Holdings Limited which is the immediate parent company incorporated in England and Wales. Ensco 1519 Limited is the ultimate parent company incorporated in England and Wales. Ensco 1519 Limited is controlled by its shareholders.
The largest and smallest group in which the results of the Company are consolidated is that headed by Ensco 1519 Limited, incorporated in England and Wales. The consolidated financial statements of this Company are available to the public and may be obtained from Companies House, Cardiff. No other group financial statements include the results of the Company.
- 33 -
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