REGISTERED NUMBER: OC338916 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

WATHEGAR WIND FARM LLP

Page

General Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DESIGNATED MEMBERS:

Gresham House Wind Energy 1 PLC

Gresham House Initial Partner Limited

REGISTERED OFFICE:

1 Des Roches Square

Witney

OX28 4BE

REGISTERED NUMBER:

OC338916 (England and Wales)

AUDITORS:

Magma Audit LLP

16 Davy Court

Castle Mound Way

Rugby, CV23 0UZ

Magma Audit LLP is part

Of the Dains Group

FIXED ASSETS

Tangible assets

4

9,623,655

9,884,666

CURRENT ASSETS

Debtors

5

1,469,071

1,820,514

Investments

6

210,084

210,179

Cash at bank

3,591,465

1,710,346

5,270,620

3,741,039

CREDITORS

Amounts falling due within one year

7

(2,183,513

)

(2,025,786

)

NET CURRENT ASSETS

3,087,107

1,715,253

TOTAL ASSETS LESS CURRENT LIABILITIES

12,710,762

11,599,919

CREDITORS

Amounts falling due after more than one year

8

(3,623,553

)

(4,887,372

)

PROVISIONS FOR LIABILITIES

11

(589,381

)

(573,705

)

NET ASSETS ATTRIBUTABLE TO MEMBERS

8,497,828

6,138,842

LOANS AND OTHER DEBTS DUE TO MEMBERS

12

8,293,507

5,934,521

MEMBERS' OTHER INTERESTS

Capital accounts

1,433,676

1,433,676

Other reserves

(1,229,355

)

(1,229,355

)

8,497,828

6,138,842

TOTAL MEMBERS' INTERESTS

Loans and other debts due to members

12

8,293,507

5,934,521

Members' other interests

204,321

204,321

8,497,828

6,138,842

The financial statements have been prepared and delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

In accordance with Section 444 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, the Profit and Loss has not been delivered.

The financial statements were approved by the members of the LLP and authorised for issue on 20 August 2025 and were signed by:

Gresham House Wind Energy 1 PLC - Designated member

1.	STATUTORY INFORMATION

Wathegar Wind Farm LLP (OC338916) is a Limited Liabililty Partnership registered in England and Wales. Its registered office is 1 Des Roches Square, Witney, OX28 4BE.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the requirements of the Statement of Recommended Practice, accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

The financial statements are presented in Sterling (£).

Turnover

Turnover represents the fair value of the consideration received or receivable for goods rendered during the period, exclusive of Value Added Tax, derived from the generation of electricity.

In the case of 'Brown' energy and revenue on Renewable Obligation Certificates (ROCs), revenue is recognised in the month that it is generated. In the case of Renewable Energy Guarantees of Origin (REGOs), revenue is recognised when it falls due.

Insurance income

Insurance income is recognised when the insurance claim has been approved and can be reliably ascertained. Insurance income is included within turnover.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation. Cost represents purchase price together with any incidental costs of acquisition. Finance costs are included in the cost of tangible assets when they are directly attributable to the construction of tangible fixed assets.

Depreciation is provided at the following annual rates in order to write off each asset, net of anticipated disposal proceeds, over its estimated useful economic life. Depreciation is charged at the following rates:

Plant and machinery

-

Over the expected life of windfarm

Decommissioning costs

-

Over remaining lease term

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset may be impaired. If there is such an indication, the recoverable amount of the asset is compared to the carrying amount of the asset.

The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating unit’s) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.

If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

Financial instruments

The LLP has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

(ii) Financial liabilities

Basic financial liabilities, including trade creditors and other creditors 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.

Members' loans (being repayable on demand), trade debtors and trade creditors are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

Non-basic financial liabilities, including derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the Profit and Loss Account.

Operating leases

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Members' participation rights

Members' participation rights are the rights of a member against the LLP that arise under the member's agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits).

Amounts subscribed or otherwise contributed by members, for example members' capital, are classed as equity if the LLP has an unconditional right to refuse payment to members. If the LLP does not have such an unconditional right, such amounts are classified as liabilities.

Profits are divided automatically in accordance to the members agreement and therefore such profits are classed as an expense through the profit and loss rather than an appropriation of equity.

The losses of the LLP shall, with effect from commencement date, be borne by the LLP and not allocated to the Members. The members shall procure that all losses of the LLP are debited to a retained loss account.

All amounts due to the members that are classified as liabilities are presented in the balance sheet within 'Loans and other debt due to members' and are charged to profit and loss account within 'Members' remuneration charged as an expense. Amounts due to members that are classified as equity are shown in the balance sheet within 'Members' other interests'. Other reserves is comprised of a retained loss account.

Taxation

The taxation payable on the LLP's profits is the liability of each member during the year. Consequently, neither the LLP nor related deferred taxation are accounted for in the financial statements.

Provisions

Provision is made for the net present value of the estimated future decommissioning costs at the end of the operating life of the wind farm. The provision is calculated using estimated costs of decommissioning, and these estimates have been arrived at by consideration of the expected costs of contracts to remove the installed plant. The estimates are discounted at a rate that reflects current market assessments of the time value of money. A corresponding asset is recognised and included within the wind farm assets and is depreciated over the life of windfarm. The estimated future cost of decommissioning obligations are regularly reviewed and adjusted as appropriate for new circumstances or changes in law or technology.

Current asset investments

Current asset investments includes short-term deposits held with banks, with original maturities of more than three months.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Critical accounting estimates and assumptions

The LLP makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Provisions

Provision is made for asset decommissioning obligations, dilapidations and contingencies. These provisions require management's best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows, inflation and the discount rates used to establish the net present value of the obligations require management's judgement.

(ii) Impairment of tangible fixed assets

Annually, the members consider whether tangible fixed assets are impaired. Where an indication of impairment is identified, the estimation of the recoverable value requires an estimation of the future cash flows from the tangible fixed asset and also the selection of appropriate discount rates in order to calculate the net present value of those cash flows.

3.	EMPLOYEE INFORMATION

The average number of employees during the year was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 June 2024

and 31 May 2025

12,628,880

DEPRECIATION

At 1 June 2024

2,744,214

Charge for year

261,011

At 31 May 2025

3,005,225

NET BOOK VALUE

At 31 May 2025

9,623,655

At 31 May 2024

9,884,666

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

-

791,029

Other debtors

366,458

63,438

Accrued income

689,083

529,682

Prepayments

413,530

436,365

1,469,071

1,820,514

Included within other debtors is funds of £64,063 (2024: £63,438) which are held by the LLP in a segregated bank account which is controlled by the loan provider.The remaining balance of £302,395 (2024: £nil) is funds which are held by the LLP in a segregated bank account which is controlled by the local council.

6.	CURRENT ASSET INVESTMENTS

2025

2024

£

£

Short-term deposits

210,084

210,179

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans

1,263,820

1,183,342

Trade creditors

507,282

396,391

Taxation and social security

270,763

280,905

Accruals and deferred income

141,648

165,148

2,183,513

2,025,786

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

1,371,154

1,263,820

Bank loans - 2-5 years

2,252,399

3,623,552

3,623,553

4,887,372

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

312,279

299,707

Between one and five years

1,249,118

1,109,096

In more than five years

3,467,834

3,717,631

5,029,231

5,126,434

The operating leases are in respect of the land upon which the wind farm is sited and the annual charge is based primarily upon the levels of electricity generated.

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

4,887,373

6,070,714

The bank loan is secured by a fixed and floating charge over the assets of the Limited Liability Partnership.

11.	PROVISIONS FOR LIABILITIES

Other

provisions

£

Balance at 1 June 2024

573,705

Provided during year

15,676

Balance at 31 May 2025

589,381

Provisions are made for the net present value of the estimated future decommissioning costs at the end of the operating life of the wind farm. The provision is calculated using estimated costs of decommissioning. An average inflation rate of 3% has been applied and then this has been discounted at the LLP's weighted average cost of capital. A corresponding addition was previously recorded within fixed assets.

12.

LOANS AND OTHER DEBTS DUE TO MEMBERS

Loans and other debts due to members rank behind other unsecured creditors.

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Ryan Parkin (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP

14.	FINANCIAL COMMITMENTS

At 31 May 2025, the company was committed to pay £302,395 to the local council in respect of decommissioning and restoration obligations for the windfarm. This amount is payable on or before 31 December 2025.

15.	RELATED PARTY DISCLOSURES

During the year the Limited Liability Partnership incurred costs of £108,951 (2024: £134,295) in respect of management services provided by a company under common control with a designated member. At 31 May 2025, £17,844 (2024: £23,084 ) was outstanding for payment to this company.

During the year the Limited Liability Partnership incurred costs of £1,022 (2024: £1,016) in respect of subscription services provided by the parent company of a designated member.

16.	ULTIMATE CONTROLLING PARTY

The immediate controlling party is Gresham House Wind Energy 1 PLC, a designated member of the Limited Liability Partnership, during the current and previous year.

The ultimate controlling party is Searchlight Capital Partners III GP, LLC (a company registered in Delaware, USA) during the current and previous year.