Company registration number 12520333 (England and Wales)
FENLAND GLASSHOUSE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FENLAND GLASSHOUSE LIMITED
COMPANY INFORMATION
Directors
J A Reid
H A Unwin
S Ming
(Appointed 22 April 2024)
Company number
12520333
Registered office
1 London Wall Place
London, Greater London
England
EC2Y 5AU
Auditor
Azets Audit Services
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Pontprennau, Cardiff
CF23 8AB
FENLAND GLASSHOUSE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
11
Statement of cash flows
10
Notes to the financial statements
12 - 22
FENLAND GLASSHOUSE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report of Fenland Glasshouse Limited ("the company") for the year ended 31 December 2024.
Review of the business
The Company operates a 217,000m² greenhouse and Energy Centre near Ely, Cambridgeshire, for year-round fruit production. The site is powered by 7 water-source heat pumps, 3 CHP units, 2 backup boilers, and a grid connection, with heat and electricity supplied from these sources. The Energy Centre has a combined capacity of 60 MW, and the CHP CO₂ output is captured and used to enhance plant growth within the greenhouse.
The Glasshouse is leased to Green House Ely Limited.
The Company obtained accreditation under the OFGEM Renewable Heat Incentive (RHI) in 28/03/2023.
The business core revenue sources include:
Heat Supply
RHI revenues
Lease income
Principal risks and uncertainties
There are a number of risks and uncertainties that could impact the performance and position of the company, some of which are beyond the control of the company and its directors. These include:
Changes in Government renewable energy policies
Gas Market Price Volatility
Decline in the market price of electricity
Cessation of government incentives
Equipment Failure and Maintenance
Climate and Weather Dependency
Crop deceases
Tenant insolvency
Cyber security attack
Liquidity to enable distribution to investors
A risk matrix outlining the risks affecting the Company is maintained by the appointed asset management team and is updated quarterly to ensure that appropriate procedures are in place to identify principal risks and to mitigate and minimise their impact. The corporate risk register is also reviewed by the Board on a quarterly basis.
Key performance indicators
The directors monitor the following financial key performance indicators:
Turnover for the year ended 2024 was £11.6m, representing a 12% decrease compared to the prior year (2023: £13.2m).
Cost of sales reduced significantly to £7.4m, down 41% from the previous year (2023: £12.6m).
Gross profit increased to £4.2m (2023: £0.7m), with an improved gross margin of 36% (2023: 5%).
Administrative expenses decreased by 7.2% to £5.4m (2023: £5.8m).
Other operating income rose to £5.7m (2023: £4.4m).
In addition to the above, the directors also monitor key metrics associated with the productivity of the glasshouse itself, for which the portfolio generation for the year was as follows:
2024
2023
RHI - WSHP heat total (MWh)
52,176
32,758
Heat Demand (Mwh)
74,485
73,162
Electricity exported (MWhe)
10,107
19,992
Electricity imported (MWhe)
5,062
4,030
Total gas imported (MWh)
140,747
135,867
FENLAND GLASSHOUSE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Financial instruments
The company is party to a range of financial instruments in its general course of business, which result in various risks posed to the company.
The company's primary borrowings are loan notes provided by the parent undertaking, which the directors do not deem to carry interest rate risk, as the interest rate of the instrument is fixed at the outset and does not vary with an underlying base rate outside of the company's control. The directors also do not believe the borrowing carries significant liquidity risk, as the principal is not due for repayment until February 2041, or an earlier listing/disposal event. Interest is capitalised where not paid at relevant repayment dates.
The company employs the use of forward contracts for the sale and purchase of natural gas, to hedge its exposure to the accompanying risk associated with the fluctuations in the commodity price of natural gas. These derivatives are marked to market each reporting date, with movements in fair value being recorded in profit or loss.
The company is exposed to credit risk on its trade and other debtors. The directors monitor a range of factors such as credit worthiness of customers, apply credit limits to accounts and debts that go past due to mitigate credit risk where possible.
Future outlook
The Directors anticipate that the Company will continue to perform satisfactorily in the forthcoming financial year. As of the date of this report, they are not aware of any material uncertainties or circumstances that could adversely affect its operations. The company continues to work closely with its tenant grower to optimise the operations of the energy centre and the supply of heat, power and CO2 to the greenhouses. The scope of this collaboration includes reviewing future legislative changes and the consideration of capital improvements and upgrades where economically viable.
J A Reid
Director
29 September 2025
FENLAND GLASSHOUSE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company in the year under review was that of the development, construction, ownership and operation of a greenhouse facility and energy centre / heating system ("the Project") in Ely.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J A Reid
J P Samworth
(Resigned 22 April 2024)
H A Unwin
S Ming
(Appointed 22 April 2024)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Auditor
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
FENLAND GLASSHOUSE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The company incurred a loss before taxation for the year of £2,937,673 (2023: £10,225,168) and at 31 December 2024 had net liabilities of £26,122,313 (2023: £23,184,640). The company is reliant on the financial support of its parent. As set out in note 14 the parent company has confirmed that it will not require any repayment prior to a date earlier than 12 months from the date on which the financial statements are approved. On this basis the directors have prepared the financial statements on the going concern basis.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
J A Reid
Director
29 September 2025
FENLAND GLASSHOUSE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF FENLAND GLASSHOUSE LIMITED
- 5 -
Opinion
We have audited the financial statements of Fenland Glasshouse Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of cash flows, the statement of changes in equity, and notes to the financial statements, including significant accounting policies. The 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
FENLAND GLASSHOUSE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF FENLAND GLASSHOUSE LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
FENLAND GLASSHOUSE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF FENLAND GLASSHOUSE LIMITED
- 7 -
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Howells (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
30 September 2025
Chartered Accountants
Statutory Auditor
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Pontprennau, Cardiff
CF23 8AB
FENLAND GLASSHOUSE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
11,604,104
13,228,033
Cost of sales
(7,412,049)
(12,565,376)
Gross profit
4,192,055
662,657
Administrative expenses
(5,381,587)
(5,796,642)
Other operating income
3
5,657,542
4,376,042
Operating profit/(loss)
6
4,468,010
(757,943)
Interest payable and similar expenses
7
(7,405,683)
(9,467,225)
Loss before taxation
(2,937,673)
(10,225,168)
Tax on loss
8
Loss for the financial year and total comprehensive expense
(2,937,673)
(10,225,168)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 22 form part of these financial statements.
FENLAND GLASSHOUSE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
77,615,961
81,806,645
Current assets
Debtors
11
5,896,170
3,589,167
Cash at bank and in hand
2,851,991
2,854,983
8,748,161
6,444,150
Creditors: amounts falling due within one year
12
(2,398,277)
(3,656,148)
Net current assets
6,349,884
2,788,002
Total assets less current liabilities
83,965,845
84,594,647
Creditors: amounts falling due after more than one year
13
(110,088,158)
(107,779,287)
Net liabilities
(26,122,313)
(23,184,640)
Capital and reserves
Called up share capital
16
100
100
Profit and loss reserves
(26,122,413)
(23,184,740)
Total equity
(26,122,313)
(23,184,640)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2025 and are signed on its behalf by:
J A Reid
Director
Company registration number 12520333 (England and Wales)
FENLAND GLASSHOUSE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
5,555,916
1,470,994
Investing activities
Purchase of tangible fixed assets
(258,843)
(6,822,077)
Net cash used in investing activities
(258,843)
(6,822,077)
Financing activities
Proceeds from borrowings
4,402,286
Repayment of borrowings
(3,900,000)
(1,750,000)
Interest paid
(1,400,065)
-
Net cash (used in)/generated from financing activities
(5,300,065)
2,652,286
Net decrease in cash and cash equivalents
(2,992)
(2,698,797)
Cash and cash equivalents at beginning of year
2,854,983
5,553,780
Cash and cash equivalents at end of year
2,851,991
2,854,983
FENLAND GLASSHOUSE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
(12,959,572)
(12,959,472)
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
(10,225,168)
(10,225,168)
Balance at 31 December 2023
100
(23,184,740)
(23,184,640)
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
(2,937,673)
(2,937,673)
Balance at 31 December 2024
100
(26,122,413)
(26,122,313)
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Fenland Glasshouse 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.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The company incurred a loss before taxation for the year of £2,937,673 (2023: £10,225,168) and at 31 December 2024 had net liabilities of £26,122,313 (2023: £23,184,640). The company is reliant on the financial support of its parent. As set out in note 14 the parent company has confirmed that it will not require any repayment prior to a date earlier than 12 months from the date on which the financial statements are approved. On this basis the directors have prepared the financial statements on the going concern basis.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue is recognised when the significant risks and rewards of ownership have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from the supply of power is recognised when the supply is completed.
Rents receivable are recognised in the period to which they relate.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
20 years straight line
Assets in the course of construction are not depreciated.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets held at fair value through profit or loss
Other financial assets, including derivative instruments are recognised at the point when the company becomes party to the contract, and are subsequently remeasured to fair value, or 'marked-to-market', at each reporting date. Gains or losses arising on such derivatives are recognised through profit or loss.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
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.
1.9
Derivatives
The Company enters into forward contract agreements for the supply of natural gas, in order to manage its exposure to fluctuations in market prices.
The contracts are marked to market at the reporting date, with the fair value movement on the derivative passing through the profit and loss account.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.10
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
2
Judgements and key sources of estimation uncertainty
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, if 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.
In preparing the financial statements, the directors have made the following judgements and estimates:
Tangible fixed assets are depreciated over their forecast useful economic lives, which is estimated by management, with regard to how long the assets are expected to remain operational and generate economic benefits. Any anticipated residual values are taken into account where appropriate. The actual useful lives of assets and their estimated residual values are reviewed annually and can vary based on a number of factors, such as the asset's condition, market conditions, remaining useful life and projected disposal value.
Management have assessed that no obligation exists to restore the land, upon which the Company's asset is situated, back to its original condition at the end of the lease. As such, no provision is included in the financial statements for decommissioning costs.
An assessment of the possible impairment of assets takes place bi-annually, whereby the Directors calculate the fair value on a discounted cash-flow basis in accordance with IPEV Valuation Guidelines. This value is then compared to that within the financial statements at which point, if there are signs of impairment, this is then accounted for.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
3
Turnover and other revenue
All turnover in both the current and prior year originated in the United Kingdom.
2024
2023
£
£
Turnover analysed by class of business
Heat supply income
1,658,814
1,915,987
Renewable heat incentive income
5,351,458
3,059,125
Export revenue
882,013
6,738,379
Electricity supply income
3,309,605
1,308,772
Capacity market revenue
402,214
205,770
11,604,104
13,228,033
2024
2023
£
£
Other operating income
Rents received
4,083,057
3,848,728
Insurance claims receivable
(20,651)
527,314
Resale of gas back to national grid
1,595,136
-
5,657,542
4,376,042
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
28,750
36,250
5
Employees
The average monthly number of persons employed by the company during the year was:
2024
2023
Number
Number
Total
6
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging:
£
£
Exchange losses
2,981
9,032
Depreciation of owned tangible fixed assets
4,449,527
4,249,577
Operating lease charges
219,022
212,271
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
65
-
Interest payable to group undertakings
7,608,871
7,268,510
Fair value losses on derivative assets held for trading
(203,253)
2,198,715
7,405,683
9,467,225
8
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(2,937,673)
(10,225,168)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(734,418)
(2,402,914)
Tax effect of expenses that are not deductible in determining taxable profit
54,760
175,674
Change in unrecognised deferred tax assets
232,222
1,914,865
Group relief
447,436
408,976
Depreciation on assets not qualifying for tax allowances
19,440
Other permanent differences
(1,149)
Effect of differing deferred tax and reconciliation rate
(114,892)
Taxation charge for the year
-
-
The company has tax adjusted losses of £16,957,199 (2023: £17,439,051) available at the reporting date. The company recognises deferred tax assets in respect of these losses to the extent of its deferred tax liabilities. A deferred tax asset of £4,969,145 (2023: £4,553,871) has not been recognised in respect of the excess losses and Corporate Interest Restriction (CIR) due to uncertainty around the timing and probability of future taxable profits against which to utilise these losses and timing of reactivation of CIR.
The tax losses do not have an expiry date.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
9
Tangible fixed assets
Plant and equipment
£
Cost
At 1 January 2024
88,786,856
Additions
258,843
At 31 December 2024
89,045,699
Depreciation and impairment
At 1 January 2024
6,980,211
Depreciation charged in the year
4,449,527
At 31 December 2024
11,429,738
Carrying amount
At 31 December 2024
77,615,961
At 31 December 2023
81,806,645
The company has provided security to its primary lender (detailed in note 14) which includes floating charges over all the property and undertaking of the company, including its plant and equipment above.
10
Financial instruments
2024
2023
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
5,330,180
3,448,937
Cash
2,851,991
2,854,983
Derivative instruments measured at fair value through profit or loss
228,133
24,880
Carrying amount of financial liabilities include:
Measured at amortised cost
112,486,435
111,435,435
Debt instruments measured at amortised cost are comprised of trade and other debtors and accrued income.
Derivative instruments measured at fair value through profit or loss are comprised of forward contracts in respect of natural gas, and present the fair value of the contract at the reporting date.
Financial liabilities measured at amortised cost are comprised of trade and other creditors, accruals and loans from group undertakings.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,303,621
1,557,528
Derivative financial instruments
228,133
24,880
Other debtors
312,752
152,067
Prepayments and accrued income
2,051,664
1,854,692
5,896,170
3,589,167
The company uses derivatives to hedge its exposure to gas price fluctuation risk and the fair value of the derivative assets recognised in respect of such derivatives at the reporting date was £228,133 (2023: £24,880).
12
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
656,906
94,527
Other creditors
1,088,521
1,088,521
Accruals
652,850
2,473,100
2,398,277
3,656,148
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
14
110,088,158
107,779,287
Creditors which fall due after five years are payable as follows:
Payable other than by instalments
110,088,158
107,779,287
14
Loans and overdrafts
2024
2023
£
£
Loans from group undertakings
110,088,158
107,779,287
Payable after one year
110,088,158
107,779,287
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Loans and overdrafts
(Continued)
- 20 -
Loans from group undertakings are comprised of secured loans due to the parent company, Greencoat Fenland Limited, who holds security by way of fixed and floating charges over all the property or undertaking of the Company. The charge contains a negative pledge.
The loans carry interest of 7% per annum (2023: 7% per annum).
The loans are repayable on the earlier of a disposal, listing or 20 years from the initiation of the loan, currently February 2041. The lender has confirmed that they will not seek settlement of any amounts prior to a date 12 months from the date on which the financial statements for the year ended 31 December 2024 are approved.
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon. The company recognises deferred tax assets in respect of its tax adjusted losses up to the extent of its deferred tax liabilities.
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
2,765,173
2,224,835
Tax losses
(2,765,173)
(2,224,835)
-
-
There were no deferred tax movements in the year.
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
The Ordinary shares carry full rights with respect to voting, dividends and distributions (including on a winding up).
17
Operating lease commitments
As lessee
The company is party to leases for the use of land and property.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Operating lease commitments
(Continued)
- 21 -
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within 1 year
249,000
Years 2-5
1,064,000
1,037,000
After 5 years
3,903,000
3,310,000
5,216,000
4,347,000
As lessor - operating leases
The company acts as a lessor in respect of sub-leases granted to tenants of property the company occupies. The lease is for a duration of 20 years commencing 2022 and does not contain provisions for contingent rents. There are options in place for the tenant to renew and extend the lease subject to specified criteria.
At the reporting end date the company had contracted with tenants for the following minimum lease payments, which are due to be received from tenants over the remaining term of lease agreements:
2024
2023
Future amounts receivable under operating leases:
£
£
Within 1 year
4,732,000
4,078,000
Years 2-5
17,091,000
17,422,000
After 5 years
52,999,000
57,300,000
74,822,000
78,800,000
18
Capital commitments
Amounts contracted for but not provided in the financial statements:
2024
2023
£
£
Acquisition of tangible fixed assets
-
154,153
19
Related party transactions
The Company has claimed exemption under FRS 102 Section 33.1A to not provide related party disclosures with wholly owned members of the same group.
20
Ultimate controlling party
The parent company is Greencoat Fenland Limited, for which the registered office is 1 London Wall Place, London, England, EC2Y 5AU. There is not deemed to be a single ultimate controlling party.
FENLAND GLASSHOUSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
21
Cash generated from operations
2024
2023
£
£
Loss after taxation
(2,937,673)
(10,225,168)
Adjustments for:
Finance costs
7,405,683
9,467,225
Depreciation and impairment of tangible fixed assets
4,449,527
4,249,577
Movements in working capital:
(Increase)/decrease in debtors
(2,103,750)
689,804
Decrease in creditors
(1,257,871)
(2,710,444)
Cash generated from operations
5,555,916
1,470,994
22
Analysis of changes in net debt
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
£
£
£
£
Cash at bank and in hand
2,854,983
(2,992)
-
2,851,991
Borrowings excluding overdrafts
(107,779,287)
3,900,000
(6,208,871)
(110,088,158)
(104,924,304)
3,897,008
(6,208,871)
(107,236,167)
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