The Directors present the Simple Power Finco Limited (the “Company”) for the year ended 31 December 2024. Details of the Directors who held office during the year and as at the date of this report are given on page 3.
The Company’s investments are measured at fair value with movements in fair value recognised in the Statement of Comprehensive Income in the period in which they arise.
The Company holds investments in two Special Purpose Vehicles (SPVs) that operate a collection 54 individual wind turbines located across Northern Ireland. Details of these subsidiaries can be found in note 9 of these financial statements. The turbines are renewable energy infrastructure which generate electricity by converting energy from wind into electrical power. The SPVs receive revenues from the government by fixed subsidy revenues and through power purchase agreements for electricity exported to the grid.
The principal risks and uncertainties facing the Company and its investee company, and an explanation of how they are managed are set out below. The Board does not consider the likelihood or impact of these risks to have changed in the year.
Manager
The manager of the Company is Schroders Greencoat LLP (the “Manager”). The ability of the Company to achieve its investment objective depends heavily on the experience of the management team within the Manager and more generally on the Manager’s ability to attract and retain suitable staff.
Regulation
If a change in Government renewable energy policy was applied retrospectively to current operating projects including those in the Company’s investment portfolio, this could adversely impact the market price for renewable energy or the value of the green benefits earned from generating renewable energy. The Government has evolved the regulatory framework for new projects being developed but has consistently stood behind the framework that supports operating projects as it understands the need to ensure investors can trust regulation.
Financing risk
The Company has financed its investments through loans totalling £89,933,261 (2023: £87,551,134) made to the company. The projects are in a steady state operations and tend to use operational cash flow to fund any capital expenditure, rather than calling on additional loan facilities which would result in a need to increase the company's own borrowings.
Asset life
In the event that the projects do not operate for the length of time assumed or require higher than expected maintenance expenditure to do so, it could have a material adverse effect on the financial performance and position of the investee company.
The Manager performs regular reviews and ensures that maintenance is performed. Regular maintenance ensures that equipment is in good working order to meet its expected life span.
Power prices
A significant proportion of the revenue received in the SPVs are exposed to movements in wholesale power prices. Future cash flows have been modelled using conservative forecasts of power prices published by independent market experts. Power prices have fallen compared to 2023, however they remain high. When compared to a longer-term average; a significant decrease below forecast levels could negatively impact the group. Management mitigate this risk by closely monitoring the market.
The operation of turbines are subject to health and safety and environmental regulation. A breach of these or an accident could lead to damages or compensation to the extent such loss is not covered by insurance policies, adverse publicity or reputational damage.
The Company engages an independent health and safety consultant to ensure the ongoing appropriateness of its health and safety policies and procedures. The investee companies have reporting lines ensuring that the Manager is informed of events as soon as possible after they occur.
Key performance indicators
During the year, the SPVs generated a total of 31.8MWh (2023: 31.3MWh) which exceeded the prior year by 1.6%. Operating profit before interest and tax was £7.3m (2023: £6.9m) for the underlying investments. Two repowering projects were completed safely, on time and below budget during 2024 with the new turbines operating very well.
The fair value of investments increased by £1,811,973 (2023: decreased by £7,725,770), driven by increased cash flows from the two repowered turbines. Finance costs on shareholder loans, exceeded the interest receivable in the period, resulting in a loss after tax of £1,551,530 during the year (2023: £10,899,370).
Overall, the outlook for the SPVs remains positive. Through 2025, management has is continuing to progress planning for seven further repowering projects in the fleet, which are expected to increase the generation and efficiency.
The Company's approach to managing risks applicable to the financial instruments to which it is party are shown in note 16.
On behalf of the board
The directors present their annual report and audited financial statements for the year ended 31 December 2024.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the Company's articles, a resolution proposing that PricewaterhouseCoopers LLP be reappointed as auditors of the Company will be put at a General Meeting.
Strategic report
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments and financial instruments.
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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.
The Company is exposed to financial risks such as price risk, foreign currency risk, market risk, credit risk and liquidity risk, and the monitoring of these risks is detailed in note 16 to the financial statements.
Financial support for renewable energy
There is a risk that changes could be applied to renewable energy policy which could impact subsidies available to renewable energy operations. If applied retrospectively to current operating projects, this could adversely impact the market price for renewable energy or the green benefits earned from generating renewable energy. Specifically: The Renewable Obligation scheme or other embedded benefits.
The manager mitigates this through keeping itself abreast of developments in international support for renewable energy and will assess the impact of any changes and, where possible, respond to these changes when and if they happen. The UK has committed to the concept of grandfathering existing projects with subsidy support i.e., it cannot change support.
Physical risks
There are a number of physical risks which could impact the company’s investments, including flooding and extreme weather events such as droughts.
To mitigate this risk, flood and weather patterns are assessed on a site-specific basis through competent consultants and equipment providers at the development stage.
The Company has net liabilities amounting to £16,103,899 (2023: £14,552,369) and a loss for the year amounting to £1,551,530 (2023: £10,899,370). The Company continues to meet its liquidity requirements through its resources which are managed via the distributions received from its investments. The directors have reviewed investee company forecasts and trading performance, as well as considered adverse scenarios, which have shown that the Company has sufficient financial resources to meet its current obligations as they fall due for a period of at least 12 months from the date of approval of this report.
The parent Company has indicated their willingness to support the Company as required by providing the Company with a letter of support. The letter of support also confirms the Parent has no intent to recall the loans due for at least 12 months from the date of the approval of these financial statements, unless adequate alternative financing has been secured.
On this basis, the board have reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
In our opinion, Simple Power Finco Limited’s financial statements:
Basis for opinion
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and compliance with the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries to the income statement, or through management bias in manipulation of accounting estimates with the aim of improving performance. Audit procedures performed by the engagement team included:
Inquiry of management and those charged with governance around actual and potential litigation claims;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Identifying and testing journal entries, in particular any journal entries with unusual account combinations; and
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular regarding the valuation of investments.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 13 to 24 form part of these financial statements.
The notes on pages 13 to 24 form part of these financial statements.
The notes on pages 13 to 24 form part of these financial statements.
The notes on pages 13 to 24 form part of these financial statements.
Simple Power Finco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 London Wall Place, London, England, EC2Y 5AU.
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 Company has net liabilities amounting to £16,103,899 (2023: £14,552,369) and a loss for the year amounting to £1,551,530 (2023: £10,899,370). The company continues to meet its liquidity requirements through its resources which are managed via the distributions received from its investments. The directors have reviewed investee company forecasts and trading performance, as well as considered adverse scenarios, which have shown that the Company has sufficient financial resources to meet its current obligations as they fall due for a period of at least 12 months from the date of approval of this report.
The parent company has indicated their willingness to support the company as required by providing the company with a letter of support. The letter of support also confirms the Parent has no intent to recall the loans due for at least 12 months from the date of the approval of these financial statements, unless adequate alternative financing has been secured.
On this basis, the board have reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
Financial liabilities are classified according to the substance of contractual agreements entered into and are recorded on the date on which the Company becomes party to such contractual requirements of the financial liability.
All loans and borrowings are initially recognised at cost, being fair value of consideration received, net of any incurred transaction costs where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Loan balances as at the year-end have not been discounted to reflect amortised cost, as the amounts are not materially different from the outstanding balances. The Company’s other financial liabilities measured at amortised cost include trade and other payables and other short-term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.
A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires, or it is cancelled. Any gain or loss on derecognition is taken to the Statement of Comprehensive Income.
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.
Investment income
Interest income on shareholder loan investments are accounted for on an accruals basis using the effective interest rate method. Income in respect of the provision of management services to the SPVs is recognised on an accruals basis. Provisions are made against income where recovery is considered doubtful.
Interest payable and expenses
Interest payable and expenses are accounted for on an accruals basis.
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 judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The estimates and assumptions that may have a significant impact on the carrying value of assets and liabilities are those used to determine the fair value of the investments. The fair value of investments is based on the discounted values of expected future cash flows, which are subject to certain key assumptions including the useful life of assets, the discount factors, the rate of inflation, the price at which the power and associated benefits can be sold and the amount of power the assets are expected to generate.
Assumptions about useful lives of assets are based on the Manager’s estimates of the period over which the assets will generate revenue. These assumptions are periodically reviewed for continued appropriateness. The actual useful life of any specified asset may be shorter or longer depending on the actual operating conditions experienced by this asset.
The discount factors are subjective. It is feasible that a reasonable alternative assumption could be used that would result in a different value. Discount rates are periodically reviewed taking into account any recent market transactions of a similar nature.
The revenues and expenditure of investee company are frequently, partly or wholly subject to indexation, typically with reference to the Consumer Price Index (CPI) or Retail Price Index (RPI). From a financial modelling perspective, an assumption is usually made that the inflation index will increase at a long-term rate.
The price at which the output from the generating asset is sold is usually a factor of both power prices and the revenue received from a specific Government support regime. Future power prices and the future price associated with green benefits are estimated using external third-party forecasts which take the form of specialist consultancy reports. The future power price assumptions are reviewed as and when these forecasts are updated. There is an inherent uncertainty in future wholesale power price projection.
Electricity generation is driven by wind resource and turbine availability for each sites. Energy yield assumptions are based on long term wind data forecasts and operational history.
Estimates and judgements are continually evaluated and are based on historical experience of the Manager and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Best judgement is used in estimating the fair value of investments, there are inherent limitations in any estimation techniques. Future events could also affect the estimates of fair value. The effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the financial statements.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The directors determined based on the criteria in FRS 102 para. 9.9 (b), that the investee companies outlined in note 9 shall be excluded from consolidation and thus recognised at fair value. The classification of investee companies as being held exclusively with a view to subsequent resale is a key judgement.
In preparing the financial statements, the directors assessed that the Company intends to realise its investments beyond 12 months of the balance sheet date and so all investments have been classified as non-current assets.
The directors have agreed with the company's auditors that the auditors' liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2023 should be limited to the greater of £5,000,000 or five times the auditors' fees, and that in any event the auditors' liability for damages should be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditors, the company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 25 September 2025.
The average monthly number of persons (including directors) employed by the company during the year was nil (2023: nil).
The directors did not receive emoluments in relation to services to this entity in either reported year.
Interest receivable from group companies all arose in the United Kingdom.
There was no actual tax charge for the current or prior year, which can be reconciled to the expected (credit)/charge based on the profit or loss and the standard rate of tax as follows:
At the reporting date the Company had tax adjusted losses carried forward of £1,730,976 (2023: £1,730,976) and timing differences relating to corporate interest restriction of £548,900 (2023: £191,751*). A deferred tax asset of £569,969 (2023: £480,682*) has not been recognised, as the timing of future taxable profits arising within the Company against which to utilise these losses and timing differences, is uncertain.
The unused tax losses do not have an expiry date.
*as restated following finalisation of tax subsequent to signing of the prior year financial statements.
Fair value measurements
FRS 102 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following three levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The determination of what constitutes ‘observable’ requires judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The only financial instruments held at fair value are the instruments held by the Company in the SPVs, which are fair valued at each reporting date. The Company’s investments have been classified within level 3 as the investments are not traded and contain unobservable inputs. Due to the nature of the investments, they are always expected to be classified as level 3. There have been no transfers between levels during the years ended 31 December 2024 and 31 December 2023.
Details of the Company's subsidiaries at both 31 December 2024 and 31 December 2023 were as follows:
Debt instruments measured at amortised cost are comprised of long term loans and amounts owed by group undertakings.
Equity instruments measured at fair value through profit or loss are comprised of investments in subsidiaries.
Financial liabilities measured at amortised cost are comprised of accruals, other creditors, bank loans and amounts owed to group undertakings.
Amounts owed by group undertakings are interest free and repayable on demand.
Amounts owed to group undertakings refers to the net amount owed by Simple Power Finco Limited to it's subsidiaries; Simple Power Limited, Simple Power No. 1 Limited and Glenview Green Energy Limited. Interest of 0% is charged on these loans which are payable at the discretion of Simple Power Finco Limited, when there is sufficient cash to do so.
Included within amounts owed to group undertakings is a balance of £2,886,803 (2023: £2,886,803) owed to Glenview Green Energy Limited, please refer to note 14 for more detail regarding this balance.
Loans from NatWest Group Pension Fund are comprised of two loan notes by the ultimate parent company. The loans attract interest rates of 6.5% and 7.5% per annum and are repayable in 2037 and 2039. Interest is payable semi-annually, on 31 March, 30 September. Any unpaid interest is capitalised on those dates.
During the year ended 31 December 2024, interest of £5,822,350 (2023: £5,698,153) was accrued. As at 31 December 2024, the loan balance was £89,933,261 (2023: £87,551,134) and loan interest outstanding was £190,213 (2023: £329,990).
The loan from Glenview Green Energy Limited is contractually payable on demand, however is expected to remain in place for the life of the asset and settled on winding up of the company. Interest charged on the loan is 0%.
The shares have attached to them full voting, dividend and distribution (including on winding up) rights.
The Company’s activities expose it to a variety of financial risks: market risk (including, interest rate risk and foreign currency risk), credit risk and liquidity risk. An explanation of those risks is set out below.
Price risk
Price risk is defined as the risk that the fair value of a financial instrument held by the Company will fluctuate. Investments are measured at fair value through profit or loss and are valued on an unlevered, discounted cashflow basis. Therefore, the value of the investments will be (amongst other risk factors, as per note 2) a function of the discounted value of their expected cashflows and, as such, will vary with movements in interest rates and competition for such assets.
In relation to the investments, sensitivity analysis indicates that a discount rate increase of 50bp yields a downward adjustment to the fair value of £1,730,000 (2023: £1,860,000) Conversely, a discount rate decrease of 50bp yields an upward adjustment to the fair value of £1,800,000 (2023: £1,940,000).
The discount factors are subjective and therefore it is feasible that a reasonable alternative assumption may be used resulting in a different valuation for these investments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Board considers that the shareholder loan investments and shareholder loan payable do not carry any interest rate risk as they bear interest at a fixed rate, thereby mitigating the risks associated with the variability of cash flows arising from interest rate fluctuations.
Foreign currency risk
Foreign currency risk is defined as the risk that the fair values of future cashflows will fluctuate because of changes in foreign exchange rates. The Company’s financial assets and liabilities are denominated in GBP and substantially all of its revenues and expenses are in GBP. The Company is not considered to be materially exposed to foreign currency risk.
Credit risk
Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Company is exposed to credit risk in respect of shareholder loan investments, accrued shareholder loan interest, cash at bank and other receivables. The Company’s credit risk exposure is minimised by dealing with financial institutions with investment grade credit ratings.
The Company has advanced loans to its investee companies. The Board regularly reviews the future cashflows and valuations of the investee companies to gain comfort as to the recoverability of the loans. These loans are intra-group. No balances are past due or impaired. The maximum exposure as at 31 December 2024 was £37,956,364 (2023: £39,102,571).
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Manager and Board continuously monitor forecast and actual cash flows from operating, financing and investing activities. The Company has loan liabilities owing to the parent that are repayable in 2037 and 2039. The company meets its quarterly interest liability using distributions received from its underlying investments.
The Company is 100% owned by Simple Power Holdco Limited, who are in turn wholly owned by the NatWest Pension Trustee Limited “the trustee”, which holds the shares as Trustee for the NatWest Pension Group Fund “the fund”. No beneficiaries of the fund own either individually or collectively more than 10% of the fund assets. The fund is incorporated in the United Kingdom.
There were no material subsequent events.
As at 31 December 2024, the Company had shareholder loans owing from its subsidiary, Simple Power Limited, of £34,635,577 (2023: £32,483,483), with £567,454 (2023: £532,201) of outstanding interest at the year end and is included in note 8. The loan bears interest at a rate of 6.5% per annum.
The Company had a shareholder loan to its subsidiary, Simple Power No. 1 Limited, in the amount of £1,026,040 (2023: £4,035,130), there was no interest outstanding at year end. The loan bears interest at a rate of 6.5% per annum.
In addition, as at 31 December 2024, the Company had a shareholder loan to its subsidiary, Glenview Green Energy Limited, in the amount of £1,706,381 (2023: £2,034,818), there was no interest outstanding interest at year end. The loan bears interest at a rate of 7.5% per annum.
As at 31 December 2024, the Company’s ultimate controlling party, NatWest Group Pension Fund, was owed a cumulative total of £89,933,261 (2023: £87,551,134) as detailed in note 14. £190,213 (2023: £329,990) of interest was outstanding at the year end and is included in current liabilities as detailed in note 12 . The loans attract interest at rates of 6.5% and 7.5% per annum and are repayable in 2037 and 2039 respectively. Accrued loan interest on each loan is compounded semi-annually in March and September if unpaid at each repayment date.