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Registered number: 11738394










EQUITIX GIRAFFE HOLDCO LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
COMPANY INFORMATION


Directors
E Andrew 
J Sherman (resigned 16 December 2024)
F Kron (appointed 16 December 2024, resigned 26 August 2025)
M Bonner (appointed 26 August 2025)




Company secretary
T Deshore (appointed 25 June 2025)



Registered number
11738394



Registered office
Unit G1 Ash Tree Court
Nottingham Business Park

Nottingham

NG8 6PY




Independent auditors
Ryecroft Glenton
Chartered Accountants & Registered Auditors

32 Portland Terrace

Newcastle upon Tyne

Tyne & Wear

NE2 1QP





 
EQUITIX GIRAFFE HOLDCO LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Consolidated Statement of Comprehensive Income
7
Consolidated Balance Sheet
8 - 9
Company Balance Sheet
10
Consolidated Statement of Changes in Equity
11
Company Statement of Changes in Equity
12
Notes to the Financial Statements
13 - 29


 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Principal activity

The principal activity of the Company and Group is to finance and operate a portfolio of on-shore wind farms.

Results and dividends

The profit for the year, after taxation, amounted to £598,008 (2023 - £539,604).

No dividends were paid in the year (2023 - £NIL). The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

E Andrew 
J Sherman (resigned 16 December 2024)
F Kron (appointed 16 December 2024, resigned 26 August 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 1

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Going concern

The directors consider that the Group has adequate resources to continue its operational existence for the foreseeable future, notwithstanding the fact that the Group had net liabilities of £4,485,815 (2023 - £5,083,823) at the year end. The basis of this expectation is because of the Group's trading companies, Equitix Kessingland Limited and Equitix Wern Ddu Limited, which have generated sufficient income to support its working capital. The projects are generating sufficient cash flows to meet their obligations when they fall due. The net liabilities position is due to a loan with the parent, from whom it is reliant on the support received and may re-borrow parts of the facility if required. Therefore, the financial statements have been prepared to assume the Company and Group will continue as a going concern.
The Group has entered into long-term contracts with both customers and suppliers, and after careful review of these contracts, the directors are confident that the Group can operate as normal for at least the next twelve months from the date of approval of the financial statements. The directors have committed to carrying out regular reviews of the Group's cash flows, and regular reviews of forecasts to monitor the ongoing situation.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 29 September 2025 and signed on its behalf.
 





E Andrew
Director

Page 2

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE HOLDCO LIMITED
 

Opinion


We have audited the financial statements of Equitix Giraffe Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 Group's or the parent 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.


Page 3

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE HOLDCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.


Page 4

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE HOLDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


The extent to which the audit was considered capable of detecting irregularities including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including Companies Act 2006, taxation legislation, data protection, anti-bribery and environmental legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where available; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
Page 5

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE HOLDCO LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators and the Group's legal advisors where available, including discussions with those responsible for compliance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our 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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Andrew Cameron (Senior Statutory Auditor)
  
for and on behalf of
Ryecroft Glenton
 
Chartered Accountants
Registered Auditors
  
32 Portland Terrace
Newcastle upon Tyne
Tyne & Wear
NE2 1QP

29 September 2025
Page 6

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
4,841,935
6,971,316

Cost of sales
  
(1,794,569)
(1,575,933)

Gross profit
  
3,047,366
5,395,383

Administrative expenses
  
(1,418,566)
(1,501,677)

Other operating income
 5 
304,900
-

Operating profit
 6 
1,933,700
3,893,706

Interest receivable and similar income
 9 
11,068
10,308

Interest payable and similar expenses
 10 
(1,744,745)
(1,810,193)

Profit before tax
  
200,023
2,093,821

Tax on profit
 11 
397,985
(1,554,217)

Profit for the financial year
  
598,008
539,604

Profit for the year attributable to:
  

Owners of the parent company
  
(598,008)
(539,604)

  
(598,008)
(539,604)

There was no other comprehensive income for 2024 (2023 - £NIL).

The notes on pages 13 to 29 form part of these financial statements.

Page 7

 
EQUITIX GIRAFFE HOLDCO LIMITED
REGISTERED NUMBER: 11738394

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
12,653,557
13,738,148

Tangible assets
 14 
5,062,672
5,931,769

  
17,716,229
19,669,917

Current assets
  

Debtors: amounts falling due within one year
 16 
2,133,762
2,002,942

Cash at bank and in hand
 17 
1,356,989
1,834,377

  
3,490,751
3,837,319

Creditors: amounts falling due within one year
 18 
(2,140,851)
(2,868,412)

Net current assets
  
 
 
1,349,900
 
 
968,907

Total assets less current liabilities
  
19,066,129
20,638,824

Creditors: amounts falling due after more than one year
 19 
(22,657,637)
(24,687,968)

Provisions for liabilities
  

Deferred tax
 21 
(894,307)
(1,034,679)

  
 
 
(894,307)
 
 
(1,034,679)

Net liabilities
  
(4,485,815)
(5,083,823)


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
  
(4,485,915)
(5,083,923)

  
(4,485,815)
(5,083,823)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.




E Andrew
Director

The notes on pages 13 to 29 form part of these financial statements.
Page 8

 
EQUITIX GIRAFFE HOLDCO LIMITED
REGISTERED NUMBER: 11738394
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024


Page 9

 
EQUITIX GIRAFFE HOLDCO LIMITED
REGISTERED NUMBER: 11738394

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
100
100

  
100
100

Current assets
  

Debtors: amounts falling due within one year
 16 
17,481,017
18,121,162

  
17,481,017
18,121,162

Creditors: amounts falling due within one year
 18 
(19,280)
(12,500)

Net current assets
  
 
 
17,461,737
 
 
18,108,662

Total assets less current liabilities
  
17,461,837
18,108,762

  

Creditors: amounts falling due after more than one year
 19 
(17,481,017)
(18,121,162)

  

Net liabilities
  
(19,180)
(12,400)


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account brought forward
  
(12,500)
-

Loss for the year

  

(6,780)
(12,500)

Profit and loss account
  
(19,280)
(12,500)

  
(19,180)
(12,400)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.


E Andrew
Director

The notes on pages 13 to 29 form part of these financial statements.

Page 10

 
EQUITIX GIRAFFE HOLDCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100
(5,623,527)
(5,623,427)



Profit for the year
-
539,604
539,604



At 1 January 2024
100
(5,083,923)
(5,083,823)



Profit for the year
-
598,008
598,008


At 31 December 2024
100
(4,485,915)
(4,485,815)


The notes on pages 13 to 29 form part of these financial statements.

Page 11

 
EQUITIX GIRAFFE HOLDCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100
-
100


Comprehensive income for the year

Loss for the year
-
(12,500)
(12,500)



At 1 January 2024
100
(12,500)
(12,400)



Loss for the year
-
(6,780)
(6,780)


At 31 December 2024
100
(19,280)
(19,180)


The notes on pages 13 to 29 form part of these financial statements.

Page 12

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Equitix Giraffe Holdco Limited ("the Company") is a private company limited, domiciled and incorporated in England and Wales, company number 11738394. The registered office is Unit G1 Ash Tree Court,  Nottingham Business Park, Nottingham, NG8 6PY.
The Group consists of Equitix Giraffe Holdco Limited and all of its subsidiaries.  

The principal activities of the Company and the Group are set out in the Directors' Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

These financial statements present the results of the Group for a twelve month period.
Amounts in these financial statements are rounded to the nearest whole £, unless otherwise stated.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Equitix Wern Ddu Limited and Equitix Kessingland Limited have been included in the Group financial statements using the purchase method of accounting, as detailed above.

Page 13

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The directors consider that the Group has adequate resources to continue its operational existence for the foreseeable future, notwithstanding the fact that the Group had net liabilities of £4,485,815 (2023 - £5,083,823) at the year end. The basis of this expectation is because of the Group's trading companies, Equitix Kessingland Limited and Equitix Wern Ddu Limited, have generated sufficient income to support its working capital. The projects are generating sufficient cash flows to meet their obligations when they fall due. The net liabilities position is due to a loan with the parent, from whom it is reliant on the support received and may re-borrow parts of the facility if required. Therefore, the financial statements have been prepared to assume the Company and Group will continue as a going concern.
The Group has entered into long-term contracts with both customers and suppliers, and after careful review of these contracts, the directors are confident that the Group can operate as normal for at least the next twelve months from the approval of these financial statements. The directors have committed to carrying out regular reviews of the Group's cash flows, and regular reviews of forecasts to monitor the ongoing situation.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

  
2.5

Turnover

Turnover, which is stated net of value added tax, represents amounts received or receivable in relation to the Group's principal activities in the United Kingdom.
Turnover from the supply of electricity and associated benefits represents the value of electricity generated under contracts to the extent that there is a right to consideration and is measured and recorded at the fair value of consideration due.
The Group recognises turnover when performance obligations have been satisfied which is when electricity has been generated and transferred to the customer along with the associated benefits and the customer subsequently has control of these.
The directors consider that there is only one class of business and hence segmental information by class is not provided. The total turnover of the Group for the financial year has been derived from its principal activity wholly undertaken in the UK.

Page 14

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Intangible assets

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 the Group's share 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 considered to have a finite useful life and is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its expected life, which is 18 years.
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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.7

Tangible fixed assets

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
Straight line over 20 years

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.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 15

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Cash and cash equivalents

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.

  
2.10

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Page 16

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.


 
2.12

Operating leases: the Group as lessee

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 which economic benefits from the leases asset are consumed.

  
2.13

Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Page 17

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to make judgments, 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.
Key sources of estimation uncertainty
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.
Impairment of intangible fixed assets
Determining whether goodwill requires impairment necessitates an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating units. There is no evidence of impairment.
Impairment of tangible fixed assets
Determining whether tangible fixed assets require impairment necessitates an estimation of the value in use of the related assets. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the asset and the pre-tax discount rate in order to calculate present value. Forecast wind volumes are based on wind studies carried out at the commencement of each project, adjusted for experience as necessary. Electricity prices are determined with reference to externally sourced forward price curves, on contracted rates as appropriate. Forecasts cover the expected life of each project. There is no evidence of impairment.
Estimation of intangible and tangible fixed asset useful lives
The useful life used to amortise intangible and depreciate tangible fixed assets relates to expected future performance of the assets acquired and management's estimate of the period over which economic benefits will be derived from the asset. There is no evidence of any changes to the asset useful lives.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Income from sale of electricity
4,841,935
6,971,316

4,841,935
6,971,316


All turnover arose within the United Kingdom.

Page 18

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Other operating income

2024
2023
£
£

Other operating income
304,900
-

304,900
-


Included within other operating income are receipts from a liquidated damages settlement.


6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
(681)
3,640

Depreciation of owned tangible assets
869,097
869,097

Amortisation of intangible assets
1,084,591
1,084,591

Operating lease charges
257,424
190,328


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
35,400
33,900


8.


Employees

The Group had no employees during the year (2023 - none). The directors are remunerated by shareholding companies for their services to the group as a whole. A recharge is made for these services.

Page 19

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Interest receivable

2024
2023
£
£


Interest on bank deposits
11,068
10,308

11,068
10,308


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
234,890
304,464

Interest payable to group undertakings
1,509,855
1,505,729

1,744,745
1,810,193


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
479,743
1,683,185

External group relief in respect of previous periods
(737,356)
-


(257,613)
1,683,185


Total current tax
(257,613)
1,683,185

Deferred tax


Origination and reversal of timing differences
(140,372)
(128,968)

Total deferred tax
(140,372)
(128,968)


(397,985)
1,554,217
Page 20

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 23.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
200,023
2,093,820


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
50,006
492,048

Effects of:


Energy Generation Levy
-
797,016

Expenses not deductible for tax purposes
-
(417)

Change in unrecognised deferred tax assets
273,276
256,069

External group relief in respect of prior years
(737,356)
-

Fixed asset timing differences
16,089
9,501

Total tax charge for the year
(397,985)
1,554,217

Included above is an Electricity Generator Levy, which is a temporary 45% charge on exceptional receipts generated from the sale of wholesale electricity. There were no exceptional receipts generated in 2024.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £6,780 (2023 - £12,500).

Page 21

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2024
18,980,338



At 31 December 2024

18,980,338



Amortisation


At 1 January 2024
5,242,190


Charge for the year on owned assets
1,084,591



At 31 December 2024

6,326,781



Net book value



At 31 December 2024
12,653,557



At 31 December 2023
13,738,148



All of the Group's intangible fixed assets are held in the Parent Company.

Page 22

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets

Group






Plant and machinery

£



Cost or valuation


At 1 January 2024
10,177,247



At 31 December 2024

10,177,247



Depreciation


At 1 January 2024
4,245,478


Charge for the year on owned assets
869,097



At 31 December 2024

5,114,575



Net book value



At 31 December 2024
5,062,672



At 31 December 2023
5,931,769

The Parent Company had no tangible fixed assets at 31 December 2024 or 31 December 2023.


15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
100



At 31 December 2024
100




Page 23

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Equitix Giraffe Finco Limited
Unit G1 Ash Tree Court, Nottingham Business Park, Nottingham, NG8 6PY
Provision of finance
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Equitix Kessingland Limited
Unit G1 Ash Tree Court, Nottingham Business Park, Nottingham, NG8 6PY
Wind farm
Ordinary
100%
Equitix Wern Ddu Limited
Unit G1 Ash Tree Court, Nottingham Business Park, Nottingham, NG8 6PY
Wind farm
Ordinary
100%


16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
328,808
785,376
-
-

Amounts owed by group undertakings
-
-
17,481,017
18,121,162

Other debtors
171,628
-
-
-

Prepayments and accrued income
771,713
1,217,566
-
-

Tax recoverable
861,613
-
-
-

2,133,762
2,002,942
17,481,017
18,121,162


Page 24

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
1,356,989
1,834,377

1,356,989
1,834,377



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans (Note 20)
1,385,282
1,411,040
-
-

Trade creditors
31,631
163,838
-
-

Amounts owed to group undertakings
-
-
12,500
6,000

Corporation tax
479,744
886,170
-
-

Other taxation and social security
68,141
273,715
-
-

Accruals and deferred income
176,053
133,649
6,780
6,500

2,140,851
2,868,412
19,280
12,500


Page 25

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans (Note 20)
5,176,620
6,566,806
-
-

Amounts owed to group undertaking and related parties (Note 20)
17,481,017
18,121,162
17,481,017
18,121,162

22,657,637
24,687,968
17,481,017
18,121,162



The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
Group
2024
2023
£
£


Repayable by instalments
-
959,454

-
959,454

Details of the terms of repayment and the rates of interest payable on the amounts repayable more than five years after the balance sheet date are listed in Note 20.

Page 26

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
1,385,282
1,411,040
-
-


1,385,282
1,411,040
-
-



Amounts falling due after more than 5 years

Bank loans
5,176,620
6,566,806
-
-

Amounts owed to group undertaking and related parties
17,481,017
18,121,162
17,481,017
18,121,162

22,657,637
24,687,968
17,481,017
18,121,162

24,042,919
26,099,008
17,481,017
18,121,162


Bank loans of £6,561,902 (2023 - £7,977,846) comprise several loan facilities from Triodos Bank NV, of which Tranche 3 bears interest at a fixed rate of 4.37%, Tranche 4 bears interest at a fixed rate of 4.57%, Tranche 5 bears interest at a fixed rate of 1.871%, Tranche 6 bears interest at a fixed rate of 2.027%, Tranche 7 bears interest at a fixed rate of 2.21%, Tranche C bears interest at a fixed rate of 5.23%, Tranche D bears interest at a fixed rate of 1.87%, Tranche E bears interest at a fixed rate of 1.97%, Tranche F bears interest at a fixed rate of 2.06%, and Tranche G bears interest at a fixed rate of 2.152% for the term of the loans. Also included within the loan balance is £201,642 (2023 - £219,049) relating to finance costs.
All bank loans are secured by way of a fixed charge over the Group's assets. The final repayment of the bank loans is 30 September 2025 for Tranches C and E, 21 December 2026 for Tranches 4 and 6, 30 September 2027 for Tranche F, 21 December 2028 for Tranche 7, and 31 December 2029 for Tranche G.
Amounts owed to group undertakings includes an external shareholder loan of £16,729,559 
(2023 - £16,730,326) which bears an interest rate of 9% per annum, which is repayable on 8 June 2043. There is also cumulative accrued interest on the balance of £751,458 (2023 - £1,390,836).

Page 27

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Deferred taxation


Group



2024


£






At beginning of year
(1,034,679)


Charged to profit or loss
140,372



At end of year
(894,307)







The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(894,307)
(1,034,679)

(894,307)
(1,034,679)


22.


Share capital

2024
2023
£
£
Authorised, allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1 each
100
100


Page 28

 
EQUITIX GIRAFFE HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
172,947
166,903

Later than 1 year and not later than 5 years
698,723
680,697

Later than 5 years
1,135,831
1,473,260

2,007,501
2,320,860


24.


Related party transactions

During the year the Group paid £50,349 (2023 - £47,634) to Equitix Management Services Limited, a company with common control, for management services provided during the year. At the reporting date £4,696 (2023 - £4,476) of the management services fees remained outstanding within trade creditors.


25.


Controlling party

The Company's immediate parent company is Equitix Infrastructure 5A Limited, which is registered in England and Wales.
The Company's ultimate parent and controlling entity is Equitix Fund V LP, a limited partnership registered in England and Wales.

Page 29