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Registered number: 09021844
UPPER FALLOCH POWER LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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UPPER FALLOCH POWER LIMITED
CONTENTS
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Notes to the financial statements
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UPPER FALLOCH POWER LIMITED
COMPANY INFORMATION
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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REGISTERED NUMBER:09021844
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UPPER FALLOCH POWER LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due after more than one year
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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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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with 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 by:
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REGISTERED NUMBER:09021844
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UPPER FALLOCH POWER LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The notes on pages 4 to 12 form part of these financial statements.
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Upper Falloch Power Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 7th Floor, Wellington House, 125 - 130 Strand, London, England, WC2R 0AP.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 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.
The following principal accounting policies have been applied:
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Turnover represents amounts receivable from the generation and sale of electricity and associated benefits, net of VAT and is recognised on a receivable basis according to the quantity of electricity generated, once this can be reliably measured and it is probable that the economic benefits associated with the transactions will flow to the entity.
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.
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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UPPER FALLOCH 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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Impairment of financial assets
Financial assets 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 profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
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.
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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.
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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 no more than 24 hours.
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Interest income is recognised in profit or loss using the effective interest method.
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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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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; 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 timing differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The average monthly number of employees, including directors, during the year was 2 (2024 - 2).
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Included within power station costs are capitalised historic interest and finance costs of £323,282 (2024: £323,282).
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: amounts falling due after more than one year
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-5 years
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Amounts falling due after more than 5 years
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The bank loans are secured by way of a fixed legal charge over the generating asset and leasehold at Upper Falloch Power, Glenfalloch Estate, Crianlarich, Perthshire and all other company assets. Bank loans as detailed above are shown net of transaction fees of £179,138 (2024: £196,369).
Other loans are made up of a mezzanine loan facility which is payable to the shareholders. Interest on the shareholders' loans is charged at 10.5% per annum and is payable in quarterly instalments. Overdue interest is subject to an additional 3% interest charge per annum.
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Charged to the profit or loss
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The deferred tax balance is made up as follows:
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Accelerated capital allowances
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UPPER FALLOCH 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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300,000 (2024 - 300,000) Ordinary shares of £0.01 each
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1,200,000 (2024 - 1,200,000) Ordinary 'B' shares of £0.01 each
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The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
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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. The future minimum lease payments for 2024 have been updated to reflect lease payments due based on actual inflationary RPI adjustments in effect as at the balance sheet date.
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
Transactions with other related parties are as follows:
Included within Other loans is a mezzanine loan facility payable to the shareholders. Interest on the shareholders' loans is charged at 10.5% per annum and is payable in quarterly instalments. Overdue interest is subject to an additional 3% interest charge per annum. During the year, an interest expense of £72,764 (2024: £84,955) was recognised as payable to the shareholders.
The immediate parent undertaking is TISV 1 Limited, a company registered in England and Wales. The address of its registered office address is 7th Floor, Wellington House, 125 - 130 Strand, London, WC2R 0AP.
The ultimate controlling party is Temporis Limited, a company incorporated in Malta. The address of its registered office address is 171 Old Bakery Street, Valletta VLT1455, Malta.
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UPPER FALLOCH POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The auditor's report on the financial statements for the year ended 31 March 2025 was unqualified.
The audit report was signed on 30 September 2025 by Krishan Sivathondan BSc (Hons) FCA (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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