REGISTERED NUMBER: 07320463 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

FSWIND LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

W Cranstone

S J Beck

C Harris

REGISTERED OFFICE:

1 Des Roches Square

Witney

Oxfordshire

OX28 4BE

REGISTERED NUMBER:

07320463 (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

6,976,745

7,552,656

CURRENT ASSETS

Debtors

5

1,666,202

2,001,849

Investments

6

547,964

562,606

Cash at bank

386,299

835,421

2,600,465

3,399,876

CREDITORS

Amounts falling due within one year

7

(1,161,428

)

(1,239,126

)

NET CURRENT ASSETS

1,439,037

2,160,750

TOTAL ASSETS LESS CURRENT LIABILITIES

8,415,782

9,713,406

CREDITORS

Amounts falling due after more than one year

8

(5,470,235

)

(6,184,341

)

PROVISIONS FOR LIABILITIES

11

(1,690,513

)

(1,810,280

)

NET ASSETS

1,255,034

1,718,785

CAPITAL AND RESERVES

Called up share capital

3,000

3,000

Cash flow hedge reserve

12

320,408

475,075

Capital contribution reserve

12

59,773

65,735

Retained earnings

12

871,853

1,174,975

SHAREHOLDERS' FUNDS

1,255,034

1,718,785

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2025 and were signed on its behalf by:

S J Beck - Director

1.	STATUTORY INFORMATION

FSWind Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 07320463 and 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 Companies Act 2006. The financial statements have been prepared under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

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.

Revenue from 'Brown' energy and revenue from Renewable Obligation Certificates (ROCs), is recognised when the electricity is generated. Revenue is recognised on Renewable Energy Guarantees of Origin (REGOs) when it falls due.

Other renewable benefits are recognised when the value can be reliably ascertained.

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 lease term

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 Statement of Comprehensive Income, 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 Statement of Comprehensive Income.

Financial instruments

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

(i) Financial assets

Basic financial assets, including trade and 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 and other 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.

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. Trade creditors 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.

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 Statement of Comprehensive Income.

(iii) Hedging arrangements

The company applies hedge accounting for transactions entered into to manage the cash flow exposures of borrowings. Interest rate swaps are held to manage the interest rate exposures and are designated as cash flow hedges of floating rate borrowings.

Changes in the fair values of derivatives designated as cash flow hedges, and which are effective, are recognised directly in equity. Any ineffectiveness in the hedging relationship (being the excess of the cumulative change in fair value of the hedging instrument since inception of the hedge over the cumulative change in the fair value of the hedged item since inception of the hedge) is recognised in other comprehensive income.

The gain or loss recognised in other comprehensive income is reclassified from other comprehensive income when the hedge relationship ends. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised or the hedging instrument is terminated.

Taxation

The tax expense for the year comprises current and deferred tax.

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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.

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 lease term. 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 company 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) useful economic life of tangible fixed assets

Annually, the directors 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.

(ii) 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.

(iii) Fair value of derivatives

The directors measure derivatives at fair value, which is determined using valuation techniques that utilise observable inputs. The key assumptions used in valuing the swaps are the six month SONIA rates.

(iv) Accrued income

Accrued income is based on the value of unbilled wind revenue at the reporting date. Management estimate accrued income based on output of the wind farms multiplied by the average or agreed price for the period.

(v) Debtor recoverability

The directors make an estimate of the recoverable value of debtors. Where assessing the impairment of debtors, the directors consider factors including the current financial position of the debtor, ageing profile and historical experience.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 June 2024

and 31 May 2025

13,610,034

DEPRECIATION

At 1 June 2024

6,057,378

Charge for year

575,911

At 31 May 2025

6,633,289

NET BOOK VALUE

At 31 May 2025

6,976,745

At 31 May 2024

7,552,656

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

500,000

500,000

Prepayments and accrued income

666,031

780,716

VAT

18,606

33,345

1,184,637

1,314,061

Amounts falling due after more than one year:

Fair value of interest rate swap

481,565

687,788

Aggregate amounts

1,666,202

2,001,849

6.	CURRENT ASSET INVESTMENTS

2025

2024

£

£

Short-term deposits

547,964

562,606

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans

754,950

754,950

Trade creditors

169,810

170,417

Tax

125,512

163,483

Accruals and deferred income

111,156

150,276

1,161,428

1,239,126

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

5,345,042

6,065,109

Amounts owed to group undertakings

125,193

119,232

5,470,235

6,184,341

Included within creditors falling due after more than one year is an amount of £2,113,219 (2024: £3,063,527) which is due in over 5 years.

9.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

83,225

82,014

Between one and five years

332,900

319,189

In more than five years

1,035,689

1,092,780

1,451,814

1,493,983

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

6,099,992

6,820,059

The bank loans are secured by fixed and floating charges over the assets, licences, agreements and undertakings of the business. The charges prohibit or restrict the company from creating further security that will rank equally with or ahead of the charges.

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Capital allowances

1,335,580

1,407,333

Interest rate swap

120,391

171,947

1,455,971

1,579,280

Other provisions

234,542

231,000

Aggregate amounts

1,690,513

1,810,280

Deferred

Other

tax

provisions

£

£

Balance at 1 June 2024

1,579,280

231,000

(Credit)/charge to Profit and Loss Account during year

(71,753

)

3,542

Credit to other comprehensive

income

(51,556

)

-

Balance at 31 May 2025

1,455,971

234,542

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 company's weighted average cost of capital. A corresponding addition was previously recorded within fixed assets.

12.

RESERVES

Cash flow

Capital

Retained

hedge

contribution

earnings

reserve

reserve

Totals

£

£

£

£

At 1 June 2024

1,174,975

475,075

65,735

1,715,785

Profit for the year

510,916

-

-

510,916

Dividends

(820,000

)

-

-

(820,000

)

Hedging loss

-

(154,667

)

-

(154,667

)

Transfer

5,962

-

(5,962

)

-

At 31 May 2025

871,853

320,408

59,773

1,252,034

Cash flow hedge reserve

The hedging reserve is used to record transactions arising from the company's cash flow hedging arrangements.

Capital contribution reserve

The capital contribution reserve represents the equity component of the loan at initial issue less transfers to retained earnings in respect of this company using the effective interest rate method.

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.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year the company incurred costs of £47,125 (2024: £55,462) in respect of management services provided from a company with commons directorships, Gresham House Asset Management Limited. At 31 May 2025, an accrual of £10,018 (2024: £13,416) was due to this entity.

During the year the company incurred costs of £992 (2024: £1,510) in respect of recharges of costs from a company with common directorships, Gresham House Holdings Limited. At 31 May 2025, £nil (2024: £nil) was due to this entity.

15.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Torrance Windfarm LLP during the current and previous year.

The controlling party of Torrance Windfarm LLP 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.