23
01/01/2024
31/12/2024
2024-12-31
false
false
false
false
true
false
false
false
false
false
true
false
false
true
false
false
false
false
false
false
false
No description of principal activities is disclosed
2024-12-31
2024-01-01
Sage Accounts Production 24.0 - FRS102_2024
xbrli:pure
xbrli:shares
iso4217:GBP
13512605
2024-01-01
2024-12-31
13512605
2024-12-31
13512605
2023-12-31
13512605
2023-01-01
2023-12-31
13512605
2023-12-31
13512605
2022-12-31
13512605
bus:RegisteredOffice
2024-01-01
2024-12-31
13512605
bus:OrdinaryShareClass1
2024-01-01
2024-12-31
13512605
bus:LeadAgentIfApplicable
2024-01-01
2024-12-31
13512605
bus:Director2
2024-01-01
2024-12-31
13512605
bus:Director5
2024-01-01
2024-12-31
13512605
bus:Director6
2024-01-01
2024-12-31
13512605
bus:Director9
2024-01-01
2024-12-31
13512605
bus:Director10
2024-01-01
2024-12-31
13512605
core:WithinOneYear
2024-12-31
13512605
core:WithinOneYear
2023-12-31
13512605
core:UKTax
2024-01-01
2024-12-31
13512605
core:UKTax
2023-01-01
2023-12-31
13512605
core:RetainedEarningsAccumulatedLosses
2023-12-31
13512605
core:RetainedEarningsAccumulatedLosses
2022-12-31
13512605
core:RetainedEarningsAccumulatedLosses
2024-12-31
13512605
core:RetainedEarningsAccumulatedLosses
2023-12-31
13512605
core:ShareCapital
2024-12-31
13512605
core:ShareCapital
2023-12-31
13512605
bus:OrdinaryShareClass1
core:ShareCapital
2024-12-31
13512605
bus:OrdinaryShareClass1
core:ShareCapital
2023-12-31
13512605
core:BetweenOneFiveYears
2024-12-31
13512605
core:BetweenOneFiveYears
2023-12-31
13512605
core:OtherProvisionsContingentLiabilities
2024-12-31
13512605
bus:MediumEntities
2024-01-01
2024-12-31
13512605
bus:Audited
2024-01-01
2024-12-31
13512605
bus:Medium-sizedCompaniesRegimeForAccounts
2024-01-01
2024-12-31
13512605
bus:PrivateLimitedCompanyLtd
2024-01-01
2024-12-31
13512605
bus:FullAccounts
2024-01-01
2024-12-31
Company registration number:
13512605
Thistle Wind Partners Limited
Annual Report and Financial Statements
For The Year Ended 31 December 2024
Thistle Wind Partners Limited
Contents
Directors and other information
Strategic report
Directors report
Independent auditor's report to the members
Statement of income and retained earnings
Statement of financial position
Statement of cash flows
Notes to the financial statements
Thistle Wind Partners Limited
Directors and other information
|
|
|
|
|
Directors |
|
|
|
|
Louis Blanchard |
|
|
|
Kristof G. M. Van Loon |
|
|
|
Rik Van De Walle |
|
|
|
Steven Bouckaert |
|
|
|
Pierre Lestienne |
|
|
|
|
|
|
|
|
|
|
Company number |
13512605 |
|
|
|
|
|
|
|
|
|
|
Registered office |
Ibex House |
|
|
|
Baker Street |
|
|
|
Weybridge |
|
|
|
Surrey |
|
|
|
KT13 8AH |
|
|
|
|
|
|
|
|
|
|
Business address |
3rd Floor Capital Building |
|
|
|
St Andrews Square |
|
|
|
Edinburgh |
|
|
|
EH2 2AF |
|
|
|
|
|
|
|
|
|
|
Auditor |
Wellers |
|
|
|
Statutory Auditors |
|
|
|
1 Vincent Square |
|
|
|
London |
|
|
|
SW1P 2PN |
|
|
|
|
|
|
|
|
|
|
Accountants |
EQ Accountants Limited |
|
|
|
41 Charlotte Sqaure |
|
|
|
Edinburgh |
|
|
|
EH2 4HQ |
|
|
|
|
|
Thistle Wind Partners Limited
Strategic report
Year ended 31 December 2024
The directors submit their report and audited financial statements of the company for the period from 1 January 2024 to 31 December 2024.
This Strategic Report has been prepared in accordance with the requirements of Section 414 of the Companies Act 2006. Its purpose is to inform shareholders and help them assess how the directors have performed their duty to promote the success of Thistle Wind Partners Limited.
The Strategic and Business Performance Overview outlines the main trends and factors underlying the development and performance of Thistle Wind Partners Limited (the "Company") during the year ended 31 December 2024, as well as those matters likely to affect its future development and performance.
Fair review of the business
The Company is actively developing two offshore wind farms in the North Sea and responsible for delivering ready-to-build status for both projects under a Development Services Agreement; Ayre Offshore Wind Farm located southeast of Orkney (Option Area NE2), and Bowdun Offshore Wind Farm off the east coast of Aberdeenshire (Option Area E3).
The two sites under development, covering respectively 200 km² and 187 km² for Ayre (NE2) and Bowdun (E3), were secured in 2022 as part of Scotwind leasing round. Both offshore wind farms have an envisaged capacity of 1 GW.
Both Scotwind applications were submitted as joint bids between DEME Concessions Wind, Qair Marine and Aspiravi International. Following the successful bids, the project companies (SPVs) Ayre Offshore Wind Farm and Bowdun Offshore Wind Farm were established to sign the Option Agreements with Crown Estate Scotland. At the same time, the two project companies entered into a Development Services Agreement with the Company to manage their respective development until ready-to-build status. Since the Option Agreements were signed at the beginning of 2022, significant works have already been completed to ensure that the project can be delivered, including signature of the grid connection offers by each SPV.
Key development milestones so far include the completion of 24 months of site-specific bird and marine mammal surveys, array geophysical surveys, and benthic grab sampling.
The Company is owned by DEME Concessions Wind NV (42.5%), Qair Marine SA (42.5%) and Aspiravi International NV (15%).
Business performance overview
The income statement for the period ended 31 December 2024 is set out on page 11 and shows the profit for the period before tax for the Company was £1,043k. The Statement of Financial position as at 31 December 2024 is set out on page 12 and indicates total assets of £12,933k and net assets for the Company of £828k.
The directors believe that the following indicators will provide shareholders with sufficient information to assess how effectively the Company is performing.
2024 2023
£'000 £'000
Total assets 12,933 12,300
Net assets/liabilities 828 41
2024 2023
Trade creditor days 34.4 43.6
Principal risks and uncertainties
The principal risks facing the Company in the short to medium term are cost overruns, development delays and technology risks. To mitigate these risks, management within the Company has:
Implemented review and reporting processes to measure both spend and development progress on all work packages against budget;
Regularly carried out project workshops involving all workstreams to ensure that risks are documented, assessed and monitored;
Developed the projects' contracting strategy and supply chain plan and progressed procurement of all the projects' main contracts before financial close;
The Company has no significant exposure to credit or interest rate risk.
This report was approved by the board of directors on 29 September 2025 and signed on behalf of the board by:
Louis Blanchard
Director
Kristof G. M. Van Loon
Director
Thistle Wind Partners Limited
Directors report
Year ended 31 December 2024
The directors present their report and the financial statements of the company for the year ended 31 December 2024.
Directors
The directors who served the company during the year were as follows:
|
|
|
|
|
|
Louis Blanchard |
|
|
|
|
|
Kristof G. M. Van Loon |
|
|
|
|
|
Rik Van De Walle |
|
|
|
|
|
Steven Bouckaert |
|
|
|
|
|
Pierre Lestienne |
|
|
|
|
|
|
|
|
|
Dividends
The directors do not recommend the payment of a dividend.
Future developments
Details are given in the strategic report on page 2.
Directors responsibilities statement
The directors are responsible for preparing the strategic report, directors 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 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 judgments 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
-
so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on
29 September 2025
and signed on behalf of the board by:
Louis Blanchard
Kristof G. M. Van Loon
Director
Director
Thistle Wind Partners Limited
Independent auditor's report to the members of
Thistle Wind Partners Limited
Year ended 31 December 2024
Opinion
We have audited the financial statements of Thistle Wind Partners Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, statement of financial position, statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.
Other Information
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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
-
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-
the strategic report and the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters where 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 the 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. 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: Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity: - UK financial reporting standards - Company law - Tax legislation - Health and safety and employment law - Anti-corruption and bribery laws - Protection of the environment Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud; and review and inquiries in respect of legal documentation concerning industry specific legislation. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherenelty more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: - 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. 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. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. A further description of our responsibilities is located on the Financial Reporting Council's website at; https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Mr Ross Andrews
(Senior Statutory Auditor)
For and on behalf of
Wellers
Statutory Auditors
1 Vincent Square
London
SW1P 2PN
30 September 2025
Thistle Wind Partners Limited
Statement of income and retained earnings
Year ended 31 December 2024
|
|
|
|
2024 |
|
2023 |
|
|
|
|
Note |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
4 |
|
21,811,136 |
|
19,903,028 |
|
|
|
Cost of sales |
|
|
|
(
21,609,628) |
|
(
19,646,321) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Gross profit |
|
|
|
201,508 |
|
256,707 |
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
61,617 |
|
(
36,534) |
|
|
|
Other operating income |
|
5 |
|
769,679 |
|
- |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Operating profit |
|
6 |
|
1,032,804 |
|
220,173 |
|
|
|
|
|
|
|
|
|
|
|
|
Other interest receivable and similar income |
|
9 |
|
14,008 |
|
7 |
|
|
|
Interest payable and similar expenses |
|
10 |
|
(
3,571) |
|
- |
|
|
|
Profit before taxation |
|
|
|
1,043,241 |
|
220,180 |
|
|
|
|
|
|
|
|
|
|
|
|
Tax on profit |
|
11 |
|
(
256,131) |
|
(
15,452) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Profit for the financial year and total comprehensive income |
|
|
|
787,110 |
|
204,728 |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings at the start of the year |
|
|
|
39,665 |
|
(
165,063) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Retained earnings at the end of the year |
|
|
|
826,775 |
|
39,665 |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
All the activities of the company are from continuing operations.
Thistle Wind Partners Limited
Statement of financial position
31 December 2024
|
|
|
2024 |
|
|
|
2023 |
|
|
|
|
Note |
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Debtors |
|
12 |
6,861,155 |
|
|
|
7,682,771 |
|
|
|
Cash at bank and in hand |
|
|
6,072,233 |
|
|
|
4,617,077 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
12,933,388 |
|
|
|
12,299,848 |
|
|
|
Creditors: amounts falling due |
|
|
|
|
|
|
|
|
|
|
within one year |
|
14 |
(
12,032,613) |
|
|
|
(
12,186,183) |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
Net current assets |
|
|
|
|
900,775 |
|
|
|
113,665 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
Total assets less current liabilities |
|
|
|
|
900,775 |
|
|
|
113,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions for liabilities |
|
15 |
|
|
(
73,000) |
|
|
|
(
73,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_______ |
|
|
|
_______ |
|
Net assets |
|
|
|
|
827,775 |
|
|
|
40,665 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
17 |
|
|
1,000 |
|
|
|
1,000 |
|
Profit and loss account |
|
|
|
|
826,775 |
|
|
|
39,665 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
Shareholders funds |
|
|
|
|
827,775 |
|
|
|
40,665 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
|
These financial statements were approved by the
board of directors
and authorised for issue on
29 September 2025
, and are signed on behalf of the board by:
Louis Blanchard
Kristof G. M. Van Loon
Director
Director
Company registration number:
13512605
Thistle Wind Partners Limited
Statement of cash flows
Year ended 31 December 2024
|
|
2024 |
|
2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
Profit for the financial year |
|
787,110 |
|
204,728 |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Other interest receivable and similar income |
|
(
14,008) |
|
(
7) |
|
|
Interest payable and similar expenses |
|
3,571 |
|
- |
|
|
Tax on profit |
|
256,131 |
|
15,452 |
|
|
Accrued expenses/(income) |
|
2,282,507 |
|
(
4,754,328) |
|
|
|
|
|
|
|
|
Changes in: |
|
|
|
|
|
|
Trade and other debtors |
|
(
685,637) |
|
54,150 |
|
|
Trade and other creditors |
|
(
913,372) |
|
9,922,980 |
|
|
|
_______ |
|
_______ |
|
|
Cash generated from operations |
|
1,716,302 |
|
5,442,975 |
|
|
|
|
|
|
|
|
Interest paid |
|
(
3,571) |
|
- |
|
|
Interest received |
|
14,008 |
|
7 |
|
|
Tax paid |
|
(271,583) |
|
- |
|
|
|
_______ |
|
_______ |
|
|
Net cash from operating activities |
|
1,455,156 |
|
5,442,982 |
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from loans from participating interests |
|
- |
|
(
1,007,254) |
|
|
|
_______ |
|
_______ |
|
|
Net cash used in financing activities |
|
- |
|
(
1,007,254) |
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
1,455,156 |
|
4,435,728 |
|
|
Cash and cash equivalents at beginning of year |
|
4,617,077 |
|
181,349 |
|
|
|
_______ |
|
_______ |
|
|
Cash and cash equivalents at end of year |
|
6,072,233 |
|
4,617,077 |
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
Thistle Wind Partners Limited
Notes to the financial statements
Year ended 31 December 2024
1.
General information
The company is a private company limited by shares, registered in England and Wales (
13512605
). The address of the registered office is Ibex House, Baker Street, Weybridge, Surrey, KT13 8AH.
The place of business is 3rd Floor, Capital building, St Andrews Square, Edinburgh, EH2 2AF.
2.
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis and in accordance with the requirements of the Companies Act 2006. The financial statements are prepared in sterling, which is the functional currency of the entity and are rounded to the nearest £1. The financial statements relate to the individual entity only
.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The key areas where the estimates and assumptions applied have a significant riks of causing a material adjustment to the carrying value of assets and liabilities are detailed below:
Dilapidations provision: £73,000
In applying the accounting policies, the directors are required to make an estimate of the present value of future outflows that are expected to arise on termination of the operating lease. The provision is disclosed in note 13 to these accounts. Actual outflows may vary.
Turnover
Turnover represents costs recharged and is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Costs recharged are recognised at the point the related costs are incurred.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.
Financial instruments
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments
Debt instruments are subsequently measured at amortised cost.
Debtors
Trade and other debtors are recognised at the settlement amount due after any trade discount offered.
Prepayments are valued at the amount prepaid net of any trade discount due.
Cash at bank and in hand
Cash at bank and in hand includes cash and short term highly liquid investments.
Creditors
Creditors are recognised where the company has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors are normally recognised at their settlement amount after allowing for any trade discounts due.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit or loss in the period in which it arises.
Interest income
Interest income represents bank interest and tax repayment interest and are recognised in the income statemetn in the period they relate to.
Finance costs
Finance costs represent bank interest and interest on late tax payments and are recognised in the income statement in the period in which they occur.
4.
Turnover
Turnover arises from:
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Expenditure recharged |
|
21,811,136 |
19,903,028 |
|
|
|
_______ |
_______ |
|
|
|
|
|
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5.
Other operating income
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
R & D Tax Credit |
|
769,679 |
- |
|
|
|
_______ |
_______ |
|
|
|
|
|
6.
Operating profit
Operating profit is stated after charging/(crediting):
|
|
|
|
2024 |
2023 |
|
|
|
|
£ |
£ |
|
Foreign exchange differences |
|
|
(
58,653) |
12,850 |
|
Operating lease payments |
|
|
117,488
|
120,474
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
7.
Auditors remuneration
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Fees payable for the audit of the financial statements |
|
15,000 |
9,750 |
|
|
|
_______ |
_______ |
|
|
|
|
|
8.
Staff costs
The average number of persons employed by the company during the year, including the directors, amounted to:
|
|
|
2024 |
2023 |
|
Staff: employed to meet the obligations of the service agreement |
|
23 |
10 |
|
Directors |
|
- |
- |
|
|
|
_______ |
_______ |
|
|
|
|
|
2 of the appointed statutory directors recharged remuneration costs to the company during the year, however, it is considered they do not have deemed contracts of employment and have not been included in the average number of employees above.
The aggregate payroll costs incurred during the year were:
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Wages and salaries |
|
1,705,333 |
710,686 |
|
Social security costs |
|
206,675 |
80,231 |
|
Other pension costs |
|
80,612 |
34,644 |
|
|
|
_______ |
_______ |
|
|
|
1,992,620 |
825,561 |
|
|
|
_______ |
_______ |
|
|
|
|
|
The above costs were recharged in full.
Directors emoluments amounted to £Nil (2023:£Nil).
9.
Other interest receivable and similar income
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Bank deposits |
|
13,594 |
7 |
|
Other interest receivable and similar income |
|
414 |
- |
|
|
|
_______ |
_______ |
|
|
|
14,008 |
7 |
|
|
|
_______ |
_______ |
|
|
|
|
|
10.
Interest payable and similar expenses
|
|
|
|
2024 |
2023 |
|
|
|
|
£ |
£ |
|
Bank loans and overdrafts |
|
|
2,698 |
- |
|
Other interest payable and similar expenses |
|
|
873 |
- |
|
|
|
|
_______ |
_______ |
|
|
|
|
3,571 |
- |
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
11.
Tax on profit
Major components of tax expense
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Current tax: |
|
|
|
|
UK current tax expense |
|
181,736 |
15,452 |
|
Adjustments in respect of previous periods |
|
74,395 |
- |
|
|
|
_______ |
_______ |
|
Tax on profit |
|
256,131 |
15,452 |
|
|
|
_______ |
_______ |
|
|
|
|
|
The main rate of corporation tax in the UK increased from 19% to 25%, from 1 April 2023.
Reconciliation of tax expense
In 2024, the tax assessed on the profit for the year is higher than the standard rate of corporation tax. The effective tax rate in 2023 was 23.5%.
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Profit before taxation |
|
1,043,241 |
220,180 |
|
|
|
_______ |
_______ |
|
|
|
|
|
|
Profit multiplied by rate of tax |
|
260,810 |
51,148 |
|
Adjustments in respect of prior periods |
|
74,395 |
- |
|
Utilisation of tax losses |
|
- |
(
35,696) |
|
RDEC already taxed in prior periods |
|
79,074 |
- |
|
|
|
_______ |
_______ |
|
Tax on profit |
|
256,131 |
15,452 |
|
|
|
_______ |
_______ |
|
|
|
|
|
12.
Debtors
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Trade debtors |
|
268,509 |
310 |
|
Prepayments and accrued income |
|
6,090,792 |
7,598,045 |
|
Other debtors |
|
501,854 |
84,416 |
|
|
|
_______ |
_______ |
|
|
|
6,861,155 |
7,682,771 |
|
|
|
_______ |
_______ |
|
|
|
|
|
13.
Cash and cash equivalents
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Cash at bank and in hand |
|
6,072,233 |
4,617,077 |
|
|
|
_______ |
_______ |
|
|
|
|
|
At 31 December 2024, £6m of the funds held are on deposit and not available for use by the Company until maturity date of 13 January 2025.
14.
Creditors: amounts falling due within one year
|
|
|
2024 |
2023 |
|
|
|
£ |
£ |
|
Trade creditors |
|
2,034,661 |
2,345,225 |
|
Amounts owed to undertakings in which the company has a participating interest |
|
424 |
424 |
|
Accruals and deferred income |
|
1,106,808 |
334,898 |
|
Corporation tax |
|
- |
15,452 |
|
Social security and other taxes |
|
487,494 |
48,217 |
|
Other creditors |
|
8,403,226 |
9,441,967 |
|
|
|
_______ |
_______ |
|
|
|
12,032,613 |
12,186,183 |
|
|
|
_______ |
_______ |
|
|
|
|
|
Other creditors
Amounts owed to related parties
8,384,968
9,431,043
Other creditors
18,258
10,924
_______
|
_______
|
8,403,226
9,441,967
_______
|
_______
|
15.
Provisions
|
|
Dilapidations |
Total |
|
|
|
|
|
£ |
£ |
|
|
|
|
At 1 January 2024 and 31 December 2024 |
73,000 |
73,000 |
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
The above refers to a dilapidations provision in relation to office premises leased. The estimated outflow of £73,000 is expected to arise on termination of the lease, with the lease end date being 23 August 2028.
16.
Employee benefits
The amount recognised in the profit and loss as an expense in relation to defined pension contribution plans is £80,612 (2023: £34,644). The amounts payable to the scheme at the year end is £18,258 (2023: £10,924).
17.
Called up share capital
Issued and called up
|
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
No |
|
£ |
|
No |
|
£ |
|
Ordinary shares of £
1.00 each |
|
1,000 |
|
1,000 |
|
1,000 |
|
1,000 |
|
|
|
_______ |
|
_______ |
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
18.
Analysis of changes in net debt
|
|
At 1 January 2024 |
Cash flows |
At 31 December 2024 |
|
|
|
|
|
£ |
£ |
£ |
|
|
|
|
Cash and cash equivalents |
4,617,077 |
1,455,156 |
6,072,233 |
|
|
|
|
Debt due within one year |
(424) |
- |
(424) |
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
4,616,653 |
1,455,156 |
6,071,809 |
|
|
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
19.
Operating leases
The company as lessee
The total future minimum lease payments under non-cancellable operating leases are as follows:
|
|
|
|
£ |
£ |
|
|
|
| Not later than 1 year |
117,488 |
117,488 |
| Later than 1 year and not later than 5 years |
311,263 |
428,751 |
|
_______ |
_______ |
|
428,751 |
546,239 |
|
_______ |
_______ |
|
|
|
20.
Related party transactions
During the year the company entered into the following transactions with related parties:
|
|
Value of related party transactions during the reporting period |
Balance owed by/(owed to) |
|
|
|
|
2024 |
2024 |
2023 |
|
|
|
£ |
£ |
£ |
|
|
Deme Concessions Wind NV
|
(834,965) |
(
425) |
(
242,365) |
|
|
Qair Scotland Limited
|
(490,680) |
(
171,496) |
(
971) |
|
|
Qair International SAS
|
(45,540) |
(
12,618) |
- |
|
|
Qair Marine SAS
|
(345,579) |
(
93,538) |
(
76,210) |
|
|
Cathie Associates Limited
|
(813,063) |
(
23,430) |
(
98,615) |
|
|
G-tec SA
|
(3,818,192) |
(
356,114) |
(
1,083,075) |
|
|
Deme Offshore BE NV
|
(75,184) |
- |
- |
|
|
Ayre Offshore Wind Farm Limited
|
10,295,698
|
888,059 |
2,689,496 |
|
|
Bowdun Offshore Wind Farm Limited
|
12,687,728
|
7,495,938 |
6,740,576 |
|
|
Eco Renewables
|
(874) |
- |
- |
|
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
In addition to the balances stated above, included in debtors is accrued income of £6,090,792 (2023: £7,598,045) relating to amounts to be recharged to SPVs: Bowdun Offshore Wind Farm Limited £4,276,607 (2023: £4,582,269) & Ayre Offshore Wind Farm Limited £1,814,185 (2023: £3,015,776), both of which are in common ownership under the aforementioned Consortium Agreement.
The above detailed loans are repayable on demand. No interest is charged on these. There are no securities provided and the expected method of settlement is by cash.