The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of wind farm development.

Post balance sheet date event

The company’s Management Services Agreement (MSA) with Ripple Energy Ltd was terminated in March 2025 as a result of Ripple Energy Ltd’s (Ripple's) insolvency. An interim MSA was agreed with Bruntwood Management Services Ltd to support Kirk Hill Wind Farm on an operational and financial basis with specialist internal and external resources allocated accordingly.

Operations

The wind farm is now operating and generating consistently and has achieved 97% availability since coming on line in July 2024 which is on target for Year 1. Power generation is also tracking positively and in the first 6 months the company has generated £2.5 million of revenue, allowing it to build positive cash-flows. Remaining minor site civils snagging and remedial works are in progress. All Asset Management plus Operations and Maintenance (O&M) contracts have continued and are unaffected by the Ripple MSA termination.

There have been no reportable Health, Safety, Environment or Security events to report.

Stakeholders are being kept fully informed of progress during the ongoing transition of services with the team working towards ensuring overdue reporting obligations are met and are up to date. Weekly progress updates are in place with all parties over this period.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Craufurd Hale Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

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

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

Kirk Hill Wind Farm Limited is a private company limited by shares incorporated in England and Wales. The registered office is Union, Albert Square, Manchester, M2 6LW.

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

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Management is of the view it is appropriate to adopt the principal of going concern as the asset is generating according to plan, revenue is stable and operating costs are broadly in line with expectation. The Company has a planned resolution for the breach of bank covenant and is working closely with all stakeholders including customers and suppliers.true

The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments for a period greater than the twelve months from the date of approval of the financial statements and compared this to current cash holdings.

Based on the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and therefore have continued to adopt the going concern basis of accounting in preparing the financial statements.

Revenue recognised consists of revenue from contracts with customers which comprises the fair value of the consideration received or receivable in respect of the invoiced and accrued value of generated electricity and Renewables Energy Guarantees of Origin (REGOs). Revenue is also recognised on the sale of timber which is recognised on delivery.

Revenue represents income from power purchase agreements and REGO transfer agreements relating to the generation of electricity from the wind farm site. Revenue comprises the value of units of electricity and REGOs supplied during the year and is recognised when performance obligations have been satisfied which is when the electricity is delivered to the customer. Units if electricity are determined by energy volumes recorded on the wind farm meters. REGOs granted to the company are recognised when eligible electricity is generated and immediately transferable to the customer. Revenue is measured based on the consideration specified in a contract with the customer, net of VAT. In some cases, revenue is invoiced at the OPEX rate (i.e. net of members discount). Revenue invoiced at the OPEX rate is grossed up to market value to reflect the fair value of the electricity supplied. The opposite entry is reflected as a repayment of the loan.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The wind turbines were completed in the year and became fully operational from July 2024.

Direct turbine costs have a residual value of 5%. All other assets are depreciated with no residual value.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The directors do not consider the assets to be impaired at the balance sheet date on the basis that the assets were being constructed on that date.

Cash and cash equivalents are basic financial assets and represents cash in hand.

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

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

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs. Financial assets are classified as receivable within one year and are not amortised.

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

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

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities. Trade creditors are recognised at transaction price.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The company designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.

The tax expense represents the sum of the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provisions are recognised when the company has a present legal or constructive obligation as a result of a past event, that can be reliably measured, and it is probable that an outflow of economic benefit will be required to settle the obligation.

The company has recognised a decommissioning and reinstatement provision of £751,656 in relation to items of property and land restoration, where a legal or contractual obligation exists to dismantle and decommission those assets at the end of their useful life.

The provision corresponds to the present value of the expenditure expected to be required to settle the obligation and is recognised as part of the initial cost, or as an adjustment to the existing book value of the respective asset. Capitalised amounts are depreciated on a straight line basis over the assets useful life. The estimate of the settlement amount reflects the risks associated with the liability.

The initial valuation of £1,068,292, before RPI and discount rates have been applied, was undertaken by The Natural Power Consultants Limited on 25 February 2022.

The obligation is expected to be settled 25 years from the date the construction of the wind turbines were completed. This was in April 2024.

The present value of the obligation is calculated using an RPI inflationary uplift of 2.77%, this being the 5 year indexation value based on the Retail Price Index over the past 5 years. This is then discounted back down using 5% as a discount rate.

The unwinding of the discount on the provision is included in finance costs.

The decommissioning and reinstatement provision is measured on an annual basis as the best estimate of the settlement amount. However, actual decommissioning costs will ultimately depend on future market prices for the necessary decommissioning works. The estimate is inherently uncertain due to the long-term nature of the obligation and factors such as inflation, changes in regulatory requirements, and technological developments.

The company has entered into an interest rate swap to manage exposure to changes in interest rates on its borrowings. The swap is a derivative financial instrument and is measured at fair value at each reporting date in accordance with FRS 102 Section 12.

The fair value of the swap is determined using observable market data where available. However, the valuation requires management to make judgements and estimates regarding future interest rates, discounting factors, and counterparty credit risk. Changes in these assumptions could materially affect the carrying amount of the derivative.

The company has applied cash flow hedge accounting under FRS 102 Section 12 where the swap is designated as a hedge of forecast interest payments. The effective portion of fair value movements is recognised in equity (hedging reserve), while any ineffective portion is recognised in the profit and loss account.

The value at the determined by the directors with respect to the interest rate swap at the balance sheet date was £127,995.

Management reviews the valuation methodology and assumptions on a regular basis to ensure that the fair value reflects the best available information at the reporting date.

Accruals for business rates require management to make estimates of the amounts payable for the year. In determining the accrual, management considers factors including the rateable value of the property, applicable reliefs or exemptions, and the timing of payments.

Rateable value is based on installed capacity, yield (MWh/annum), rate per MWh, decapitalisation rate of 4.6% and the appropriate percentage to be applied which the directors have determined to be 4%.

The amount accrued at the balance sheet date was £128,800.

Actual amounts payable may differ from the estimates used in the financial statements, which could have a material impact on the reported results.

The average monthly number of persons (including directors) employed by the company during the year was:

There are no staff costs included in these financial statements and no director expenses are recharged to the company.

Included in other debtors is a bond deposit of £663,768 which forms part of the security for the cost of restoration and aftercare obligations upon decommissioning the site.

Included in other creditors are A loan notes and B loan notes totalling £16,700,215. Interest is charged on the loan notes at a rate of 5% per annum. The loan notes are unsecured and there is no set date of repayment. Interest totalling £811,069 (2023: £892,661) has been accrued on these loan notes and has been included within other creditors.

The loans included above are secured either by way of a charge against the company's interests in the leases held by the company and via a fixed and floating charge over all property or undertakings of the company.

The company has recognised the above provision which represents a decommissioning and reinstatement provision in relation to items of property and land restoration on the basis that there is a legal or contractual obligation that exists at the balance sheet date to dismantle and decommission those assets at the end of their useful life.

A ordinary shares and B ordinary shares carry equal voting rights.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Qualified opinion

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 qualified 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 qualified opinion.

We were unable to obtain sufficient audit evidence on the opening balances on the following areas:

• Accrued costs totalling £419,387 with respect to the costs incurred in relation to the grid connection. This was based on a stage of completion basis. We were unable to verify the stage of completion and therefore we were unable to confirm that the opening balances for accruals and tangible fixed assets were free from material misstatement.

• Capitalised costs included in the prior year totalling £471,102 with respect to the forestry compensation as per the land rental agreement. Whilst an agreement was in place we were unable to obtain evidence on the basis of the amount paid to the land owner. We were therefore unable to confirm the opening balance with respect to tangible fixed assets were free from material misstatement.

Key audit matters

Except for the matters described in the "Basis for Qualified Opinion" section, we have determined that there are no key audit matters to be communicated in our report.

Indemnity provisions

Within certain lease agreements, a provision is included which indemnifies the landlord against all legally attributable actions, proceedings, damages and costs incurred by the landlord in consequence of any proven breach by the tenant of any provision of the lease subject to a maximum aggregate liability of £10,000,000.

As part of the lease agreements, the company is also required to insure and maintain public liability insurance for a sum of not less than £10,000,000.

Capital commitments

At the balance sheet date, in addition to the amounts accrued at the balance sheet date and included in other creditors £248,748 (2023: £158,172), the company was committed to a total of £ nil (2023: £994,409) with respect to the development of the wind farm site.

At the balance sheet date, in addition to the amounts accrued at the balance sheet date and included in other creditors £ nil (2023: £419,387), the company was committed to a total of £ nil (2023: £872,840) with respect to the development of the wind farm site.

Other commitments

As part of the planning application, the company is required to secure a performance guarantee bond of £1,319,394 which secures the cost of restoration and aftercare obligations upon decommissioning the site. At the date of signing the accounts, the directors are currently in the process of negotiating and agreeing this bond.

Service fee commitment

At balance date the company was committed to an indexed service-based fee for each operational year. This is the greater of the service fee estimate from 1 January 2025 to 10 July 2044 of £5,032,801 (2023: £5,410,704) or the annual output figure which is determined as follows:

• Operational year 1 - euros 5.45 per MWh and per turbine

• Operational years 2 to 5 - euros 5.45 MWh and per turbine

• Operational years 6 to 10 - euros 5.60 MWh and per turbine

• Operational years 11 to 15 - euros 6.00 MWh and per turbine

• Operational years 16 to 20 - euros 6.80 MWh and per turbine

Asset management commitment

At balance date the company was committed to an indexed asset management fee to 10 July 2027. The estimated commitment at balance date is £213,740 (2023: £nil).

Kirk Hill Coop Limited

Included within creditors: amounts falling due within one year at the balance sheet date are loan notes issued by Kirk Hill Wind Farm Limited to Kirk Hill Coop Limited, an entity which holds 57.57% of the share capital in the company, totalling £9,614,451 (2023: £9,614,451). Interest is charged on the loan notes at a rate of 5%. Interest is not compounding. The loan notes are unsecured. Redemption and purchase of the loan notes, shall be any time after the issue of the loan notes provided that, at the time of such redemption or purchase, Kirk Hill Wind Farm Limited will have sufficient cash reserves to make such redemption or purchase and such redemption or purchase will not materially prejudice the financial stability of Kirk Hill Wind Farm Limited. Kirk Hill Coop Limited must give at least 20 days notice and it must be for a minimum of £20,000.

Interest on the loan notes of £470,898 (2023: £480,722) was incurred for the period ended 31 December 2024. This has been included in accruals at the balance sheet date. At the balance sheet date, the total interest included within creditors: amounts falling due within one year was £691,610.

At the balance sheet date Kirk Hill Wind Farm Limited owed Kirk Hill Coop Limited £380,745 (2023: £380,745). This amount remains outstanding at the date of signing these financial statements. This related to the Kirk Hill Coop Limited's share of the repayment of the loan owed by Kirk Hill Wind Farm Limited to the previous shareholder of Kirk Hill Wind Farm Limited on its behalf. This formed part of the share purchase agreement of Kirk Hill Wind Farm Limited.

At the balance sheet date the company was also owed £14,956 from Kirk Hill Coop Limited.

Bruntwood Kirk Hill Holdings Limited

Included within creditors: amounts falling due within one year at the balance sheet date are loan notes issued by Kirk Hill Wind Farm Limited to Bruntwood Kirk Hill Holdings Limited, a company that owns 42.43% of the total share capital of the company and a company in which Mrs R H Brunt is also a director, totalling £7,085,764 (2023: £7,085,764). Interest is charged on the loan notes at a rate of 5%. Interest is not compounding. The loan notes are unsecured. Redemption and purchase of the loan notes, shall be any time after the issue of the loan notes provided that, at the time of such redemption or purchase, Kirk Hill Wind Farm Limited will have sufficient cash reserves to make such redemption or purchase and such redemption or purchase will not materially prejudice the financial stability of Kirk Hill Wind Farm Limited. Bruntwood Kirk Hill Holdings Limited must give at least 20 days notice and it must be for a minimum of £20,000.

Interest on the loan notes of £340,171 (2023: £323,497) was incurred for the period ended 31 December 2024. This has been included in accruals at the balance sheet date. At the balance sheet date, the total interest included within creditors: amounts falling due within one year was £355,828.

At the balance sheet date Kirk Hill Wind Farm Limited owed Bruntwood Kirk Hill Holdings Limited £280,615 (2023: £280,615). This amount remains outstanding at the date of signing these financial statements. This related to the Bruntwood Kirk Hill Holdings Limited's share of the repayment of the loan owed by Kirk Hill Wind Farm Limited to the previous shareholder of Kirk Hill Wind Farm Limited on its behalf. This formed part of the share purchase agreement of Kirk Hill Wind Farm Limited.

Unify Energy Limited

During the year the company charged Unify Energy Limited, a company which forms part of the same group as Bruntwood Kirk Hill Holdings Limited and a company in which Mrs R H Brunt is also a director, £1,593,260 for electricity. This includes an amount included in accrued income of £379,351. At the balance sheet date Unify Energy Limited owed the company £165,839.

Ripple Energy Limited

The company paid referral fees to customers of energy providers on behalf of Ripple totalling £18,506. At the balance sheet date, balance of £18,506 is due to the company for the amount paid. (2023: £nil). This balance remains outstanding at the date of signing these financial statements. At the balance sheet date company also owed Ripple Energy Limited £58,225 (2023: £9,678). Ripple Energy Limited is currently in the process of being liquidated. At the date of signing of these accounts, the liquidation process was still ongoing.

The company was charged by Ripple Energy Limited management fees of £48,823. Ripple Energy Limited also recharged at total of £274,095 of expenses incurred on the company's behalf.

In the opinion of the directors, there is no immediate or ultimate parent company. Decisions are made jointly between Kirk Hill Coop Limited and Bruntwood Kirk Hill Holdings Limited. Both entities are registered in England and Wales.