Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31 2024-12-31 2024-12-31 2024-12-31 Further, the Directors note that the Group has generated an operating profit in the current and prior year and has reduced its borrowings by £52,913,000 (2023 - £8,249,000) using cashflows generated from operations and proceeds from the disposal of fixed asset investments. On this basis, the Directors consider it is appropriate to prepare the financial statements on a going concern basis. The Group is engaged in the generation and sale of electricity generated from renewable sources. The Group was loss making in the period, is in a net current liability and net liability position at the year end date. The financial statements have been prepared on a going concern basis which means that the Group and Company can be expected to meet its liabilities as they fall due for a period of 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business, including the the Group’s business model and the availability of cash resources. The Directors draw attention to the following: Two of the Company's indirect subsidiaries engaged in the generation of renewable solar electricity are currently subject to ongoing audits by OFGEM, the energy regulator, in relation to compliance with the Renewable Obligation Order (ROO). An adverse finding by OFGEM could result, among other things, in the withdrawal of a generating station's Renewable Obligations Certificates (ROC) accreditation where there has been material non-compliance with the ROO. If OFGEM proceed with withdrawing the ROC accreditation then the respective subsidiary's ability to generate income will be significantly impacted. The outcome of the ongoing audits in the Group remain uncertain as at the date of approval of these financial statements, however, the Directors note that the subsidiaries continue to receive ROC certificates. One of the Company's subsidiary undertakings operates a wood fuelled biomass plant. In prior years, due to performance issues, the subsidiary defaulted on its senior loan notes and entered into administration. A programme to restructure the senior debt was implemented including further investment by the Group in a schedule of planned capital improvements to increase the operational efficiency of the plant. The subsidiary subsequently exited administration. Since exiting administration, measures have been taken to improve performance however there is still uncertainty over the level of future cashflows expected to be generated by the plant. The operational performance of the subsidiary has continued to be less than expected such that the cashflows generated are not sufficient to fund repayment of the senior loan notes in accordance with the loan note instrument. Unpaid interest has been capitalised in the period and the loan is financed on a cash sweep basis. The senior loan note holder of the related debt is GCP Infrastructure Investments Limited ("the Fund"), a listed Jersey based fund, who has been supportive of efforts to improve plant performance. The Fund has provided a letter of support confirming its intention to support the subsidiary and not demand full repayment of the amounts borrowed to the detriment of the subsidiary company. This has included providing a further £1m of additional financing in the period. This support gives the subsidiary company the financial resources to be able to meet its liabilities as they fall due for the foreseeable future. Notwithstanding the uncertainty arising from the above, the Directors consider it appropriate to prepare the Group and Company financial statements on a going concern basis and cite the support of the principal holder of the loan notes issued by the Group, the Fund. The Fund has provided a letter of support confirming its commitment to support the Group for at least 12 months from the date of signing these financial statements. The carrying amount of liabilities directly and indirectly owed to the Fund at the balance sheet date was £306,718,000 (2023 - £346,765,000).On 30 January 2025, the Group disposed of the following subsidiary undertakings: MP Holdco Limited (formerly Gravis Onshore Wind 2 Limited) Danu II Holdings Limited MK Windfarm Limited Pates Hill Wind Energy Limited On 30 June 2025, two of the Company's subsidiary undertakings entered into a settlement agreement in respect of a Warranty and Indemnity Insurance Policy signed when they acquired their subsidiary undertakings on 26 January 2018. 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Registered number: 10976455 GRAVIS ASSET HOLDINGS LIMITED AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
GRAVIS ASSET HOLDINGS LIMITED COMPANY INFORMATION
Directors | Mr P W Kent (resigned 2 August 2024)
| Ms A L Bath
| Ms C Marlow (appointed 2 August 2024)
| Mr M Quatraro
| Mr P A White (appointed 2 August 2024)
| Ms A K Yoon (resigned 2 August 2024)
Registered number | 10976455
Registered office | 24 Savile Row
| London
| United Kingdom
| W1S 2ES
Independent auditors | Wellden Turnbull Limited
| Chartered Accountants & Statutory Auditors
| Albany House
| Claremont Lane
| Esher
| Surrey
| KT10 9FQ
GRAVIS ASSET HOLDINGS LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 5
Independent auditors' report | 6 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11 - 12
Company balance sheet | 13
Consolidated statement of changes in equity | 14
Company statement of changes in equity | 15
Consolidated statement of cash flows | 16 - 17
Notes to the financial statements | 18 - 47
GRAVIS ASSET HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present their Strategic Report for Gravis Asset Holdings Limited ("the Company") and its subsidiaries (collectively "the Group") for the year ended 31 December 2024.
Business review
The principal activity of the Group during the year continued to be the investment in and generation of energy from renewable sources. On 25 April 2024, the Company disposed of its investment in its joint venture, Noir Wind Holdings Limited. A profit on disposal of £4,871,000 was recognised. On 30 October 2024, the Group disposed of its investment in the following subsidiary undertakings: AMP HA001 Limited, AMP HA004 Limited, AMP HA005 Limited, AMP HA006 Limited, AMP HA008 Limited and AMP HA010 Limited. A profit on disposal of £807,000 was recognised. Two of the Company's indirect subsidiaries engaged in the generation of electricity from solar panels are subject to ongoing audits by OFGEM, the energy regulator. Further details are set out in note 2.4. One of the Company's subsidiaries engaged in the operation of a wood fuelled biomass plant has encountered operational and financial difficulties which has impacted its ability to service its borrowings. Further details are set out in note 2.4. Subsequent to the year end, the Group disposed of four subsidiaries engaged in the operation of wind farms. Two of the Company's indirect subsidiaries settled a claim submitted under a Warranty and Indemnity Insurance Policy relating to a sale and purchase agreement entered into on 26 January 2018. Refer to note 29 for details. Key financial and other indicators of performance of the Group during the year were as follows:
| 2024 | 2023
| £000 | £000
Turnover | 70,555 | 78,967
Operating profit | 17,183 | 22,267
EBITDA | 51,269 | 49,697
Cash | 29,507 | 26,458
Net current (liabilities)/assets | (9,778) | 2,057
Net liabilities | (113,411) | (107,013)
The Group has been adversely impacted by reductions in market electricity prices in 2024 compared to 2023 which has caused turnover and operating profit to fall. Nonetheless, the Group maintains a healthy cash balance which is sufficient to fund its working capital requirements and remains cash flow positive from an operational standpoint and continues to receive the support of the principal noteholder, GCP Infrastructure Investments Limited, enabling it to continue as a going concern as detailed in note 2.4.
Page 1
GRAVIS ASSET HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
In the ordinary course of business, the Group is exposed to and manages a variety of risks in relation to its activities. The management of risk - operational, market, interest rate, liquidity, and credit - is fundamental to the Group, with the Board of Directors having responsibility for the overall system of internal control and for reviewing its effectiveness. The specific principal risks and uncertainties facing the Group are broadly grouped as competitive, legislative, technical, revenue market, and financial instrument risk. Financial instrument risk is separately reviewed in the Directors' Report. Competitive risks In the UK, the Group is reliant on certain key suppliers for contracts which are subject to periodic competitive tender. Renewal of these contracts is uncertain and based on financial and performance criteria. The Board continually monitors these arrangements in the continued operation of the business. Legislative risks In the UK, the operation of solar and wind farms need to comply with regulatory standards. These standards are subject to continuous revision and any new Directive may have a material impact on the ability of the Group to operate successfully. In addition, compliance imposes costs and failure to comply with the regulatory standards could materially affect the Group's ability to operate. The ongoing audit of two of the Company's indirect subsidiaries by OFGEM is an ongoing area of focus for the Board of Directors. The Board have taken active steps, as detailed in note 2.4, to ensure dialogue with the regulator is ongoing to ensure a satisfactory outcome is achieved. Technical risks The Group is exposed to the risk of developing technical problems with the operation of its solar arrays and wind turbines that could reduce the ability of assets to generate electricity. To mitigate against this technical risk the Group has contracted an experienced team who are responsible for monitoring performance of and managing the maintenance of the assets. Revenue market risks The Group’s exposure to unpredictable weather and changing market prices for electricity has a direct impact on the revenue generated from electricity production and hence on profitability. These risks are managed by regularly updating the modelled forecasts with market price and solar and wind generation projections prepared by a reputable market consulting company. The forecast is also adjusted in accordance with changes to the terms of the power purchase contract.
Directors' statement of compliance with duty to promote the success of the Group
The Directors of the Group have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, having regards to the stakeholders and matters set out in section 172 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ms A L Bath Director
Date: 10 December 2025
Page 2
GRAVIS ASSET HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £6,398,000 (2023 - loss £6,476,000). No dividends were declared or paid in the current or prior periods.
Directors
The Directors who served during the year were:
Mr P W Kent (resigned 2 August 2024)
Ms A L Bath
Ms C Marlow (appointed 2 August 2024)
Mr M Quatraro
Mr P A White (appointed 2 August 2024)
Ms A K Yoon (resigned 2 August 2024)
Page 3
GRAVIS ASSET HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Financial instruments
The Group has established a risk and financial management framework to protect the Group from events that hinder the achievement of the Group's performance objectives. The objective is to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk at a business unit level. Steps taken by management to achieve this include: reviewing asset performance against forecasts to ensure cash flow generation is in line with expectations; monitoring day to day operations to ensure cash inflows are sufficient to cover expected cash outflows; and reviewing financial information on a monthly basis to ensure appropriate financing is in place and available to be deployed as and when required. Liquidity risk Liquidity risk is the risk that the Group will fail to meet its financial obligations in a timely and cost effective manner due to mismatches in the maturity profile of assets and liabilities. The Group’s liquidity risk is principally managed using third-party borrowings and inter-Group loans. Cash flows generated from operations are used to finance these facilities per the contractual provisions in place. Interest rate risk Interest rate risk is the risk of fluctuation in the prevailing levels of market rates of interest on the Group's financial position and cash flows. The Group's variable interest rate bank borrowings expose it to changes in interest rates. The Group uses derivative financial instruments (interest rate swaps) to manage its exposure to interest rate movements used to finance its wind farm projects. The Group does not use these derivative financial instruments for speculative purposes. Refer to note 20 for details of the Group's exposure to interest rate risk on its borrowings. Credit risk Credit risk is the risk of losses due to the inability or unwillingness of another party to meet its obligations and Group policies are aimed at minimising such losses. Details of the Group's debtors are shown in note 17 to the financial statements.
Qualifying third-party indemnity provisions
The Company has an insurance policy in place which covers Directors and Officers claims.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group purchases electricity to operate the biomass, wind and solar farms used to generate the renewable energy which is sold to energy suppliers. Any reportable greenhouse gas emissions arising from electricity usage in the operation and maintenance of the Group's assets is offset by the renewable energy generated by the Group. During the year the Group's energy usage across all of its asset classes totalled 1,847,000 KwH (2023 - 2,354,000 KwH) and was entirely derived from the consumption of electricity. This equates to 382,000 kg (2023 - 487,000 kg) of carbon dioxide equivalents. Energy consumption has been determined based on meter readings, invoices and estimates. Emissions have been calculated using the latest conversion factors published by the Department for Energy Security and Net Zero. Key ratios used by the Group in assessing its energy efficiency include reviewing energy consumption by asset class: Wind - 587,000 KwH (2023 - 826,000 KwH) Solar - 805,000 KwH (2023 - 754,000 KwH) Biomass - 302,400 KwH (2023 - 621,000 KwH) Hydro - 152,000 KwH (2023 - 152,000 KwH) The Group continually reviews its energy usage and consumption and is focused on energy efficiency. Page 4
GRAVIS ASSET HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Auditors
The auditors, Wellden Turnbull Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ms A L Bath Director
Date: 10 December 2025
Page 5
GRAVIS ASSET HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAVIS ASSET HOLDINGS LIMITED
Opinion
We have audited the financial statements of Gravis Asset Holdings Limited (the Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 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 Group's and of the Company's affairs as at 31 December 2024 and of the Group's 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.
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
Material uncertainty related to going concern
We draw attention to note 2.4 in the financial statements, that sets out the position of the Group and Company with respect to going concern. Two of the Company's indirect subsidiaries are currently subject to an ongoing audit by the Office of Gas and Electricity Market (OFGEM), the energy regulator, the outcome of which is uncertain. An adverse or unfavourable finding following a regulatory review could result in a number of possible financial consequences for the impacted company directly and therefore the Group. Further, another subsidiary who operates a wood fuelled biomass plant has encountered operational and financial difficulties which has impacted its ability to service its borrowings. As stated in note 2.4, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the impacted company's ability to continue as a going concern and will also impact the Group. Our opinion is not modified in respect of this matter. 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. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 6
GRAVIS ASSET HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAVIS ASSET HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 Group 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 Group strategic report and the Directors' report have 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 Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Company 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 set out on page 3, 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 Group's and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so. Page 7
GRAVIS ASSET HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAVIS ASSET HOLDINGS LIMITED (CONTINUED)
Auditors' 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 Auditors' 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 Group 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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, the ongoing OFGEM audits of various indirect subsidiary companies, the valuation of loan receivable balances, valuation of fixed asset investments and valuation of goodwill, and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006, the Renewable Obligation Order 2015, the Feed-in Tariffs Order 2012 and UK company tax law are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management and those charged with governance as to actual and potential litigation and claims; ∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations; ∙Reviewing minutes of meetings and formal correspondence between the Group and the regulator, OFGEM; ∙Assessing the reasonableness of revenue recognised in the period based on contractual terms and obligations and the requirement of accounting standards; ∙Reviewing, including assessing the reasonableness of any assumptions used, the valuation of fixed asset investments, loan receivable balances and goodwill with reference to the underlying cash flows expected to be generated and forecast over the life of underlying assets, including a review for indicators of impairment; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and ∙Performing audit work over the risk of management 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 bias. 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. Page 8
GRAVIS ASSET HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAVIS ASSET HOLDINGS LIMITED (CONTINUED) A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
Use of our report
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. Mark Nelligan FCA (Senior statutory auditor) for and on behalf of Wellden Turnbull Limited Chartered Accountants Statutory Auditors Albany House Claremont Lane Esher Surrey KT10 9FQ 10 December 2025 Page 9
GRAVIS ASSET HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £000 | £000
Turnover | 4 | 70,555 | 78,967
Cost of sales |  | (40,939) | (42,559)
Exceptional cost of sales | 12 | - | (911)
Gross profit |  | 29,616 | 35,497
Administrative expenses |  | (11,869) | (10,808)
Exceptional administrative expenses | 12 | (529) | (1,631)
Fair value movements on derivative financial instruments | 20 | (35) | (791)
Operating profit | 5 | 17,183 | 22,267
Share of loss of joint venture | 15 | - | (866)
Share of profit of associates | 15 | 1,228 | 594
Total operating profit |  | 18,411 | 21,995
Income from fixed assets investments | 10 | 10 | -
Profit on disposal of fixed asset investments | 15 | 5,678 | -
Interest receivable and similar income |  | 2,843 | 2,730
Interest payable and similar expenses | 9 | (28,678) | (31,648)
Loss before taxation |  | (1,736) | (6,923)
Tax on loss | 11 | (4,662) | 447
Loss for the financial year |  | (6,398) | (6,476)
(Loss) for the year attributable to: |  |  |
Owners of the Parent Company |  | (6,398) | (6,476)
|  | (6,398) | (6,476)
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 18 to 47 form part of these financial statements.
Page 10
GRAVIS ASSET HOLDINGS LIMITED REGISTERED NUMBER: 10976455 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 46,217 |  | 54,157
Tangible assets | 14 |  | 132,317 |  | 156,332
Investments | 15 |  | 15,078 |  | 24,840
|  |  | 193,612 |  | 235,329
Current assets |  |  |  |  |
Stocks | 16 | 272 |  | 123 |
Debtors: amounts falling due after more than one year | 17 | 11,752 |  | 12,147 |
Debtors: amounts falling due within one year | 17 | 23,165 |  | 44,707 |
Cash at bank and in hand | 18 | 29,507 |  | 26,458 |
|  | 64,696 |  | 83,435 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 19 | (74,474) |  | (81,378) |
Net current (liabilities)/assets |  |  | (9,778) |  | 2,057
Total assets less current liabilities |  |  | 183,834 |  | 237,386
Creditors: amounts falling due after more than one year | 20 |  | (291,375) |  | (337,695)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 22 | (5,870) |  | (6,704) |
|  |  | (5,870) |  | (6,704)
Net liabilities |  |  | (113,411) |  | (107,013)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1 |  | 1
Profit and loss account | 24 |  | (113,412) |  | (107,014)
Equity attributable to owners of the Parent Company |  |  | (113,411) |  | (107,013)
|  |  | (113,411) |  | (107,013)
Page 11
GRAVIS ASSET HOLDINGS LIMITED REGISTERED NUMBER: 10976455 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms A L Bath
Director
Date: 10 December 2025
The notes on pages 18 to 47 form part of these financial statements. Page 12
GRAVIS ASSET HOLDINGS LIMITED REGISTERED NUMBER: 10976455 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investments | 15 |  | 783 |  | 13,321
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 17 | 31,134 |  | 38,458 |
Debtors: amounts falling due within one year | 17 | 31,615 |  | 47,512 |
Cash at bank and in hand | 18 | 40 |  | 840 |
|  | 62,789 |  | 86,810 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 19 | (37,420) |  | (45,041) |
Net current assets |  |  | 25,369 |  | 41,769
Total assets less current liabilities |  |  | 26,152 |  | 55,090
Creditors: amounts falling due after more than one year | 20 |  | (73,395) |  | (103,704)
Net liabilities |  |  | (47,243) |  | (48,614)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1 |  | 1
Profit and loss account brought forward |  | (48,615) |  | (42,646) |
Profit/(loss) for the year |  | 1,371 |  | (5,969) |
Profit and loss account carried forward |  |  | (47,244) |  | (48,615)
|  |  | (47,243) |  | (48,614)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms A L Bath
Director
Date: 10 December 2025
Page 13
GRAVIS ASSET HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Total equity
| £000 | £000 | £000 | £000
At 1 January 2023 | 1 | (100,538) | (100,537) | (100,537)
Comprehensive loss for the year |  |  |  |
Loss for the year | - | (6,476) | (6,476) | (6,476)
At 1 January 2024 | 1 | (107,014) | (107,013) | (107,013)
Comprehensive loss for the year |  |  |  |
Loss for the year | - | (6,398) | (6,398) | (6,398)
At 31 December 2024 | 1 | (113,412) | (113,411) | (113,411)
| The notes on pages 18 to 47 form part of these financial statements.
Page 14
GRAVIS ASSET HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 January 2023 | 1 | (42,646) | (42,645)
Comprehensive loss for the year |  |  |
Loss for the year | - | (5,969) | (5,969)
At 1 January 2024 | 1 | (48,615) | (48,614)
Comprehensive loss for the year |  |  |
Profit for the year | - | 1,371 | 1,371
At 31 December 2024 | 1 | (47,244) | (47,243)
| The notes on pages 18 to 47 form part of these financial statements.
Page 15
GRAVIS ASSET HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £000 | £000
Cash flows from operating activities |  |
Loss for the financial year | (6,398) | (6,476)
Adjustments for: |  |
Amortisation of intangible assets | 7,940 | 7,927
Depreciation of tangible assets | 19,230 | 19,775
Loss on disposal of tangible assets | 292 | 258
Impairment of tangible fixed assets | 529 | 4,248
Profit on disposal of joint ventures | (4,871) | -
Reversal of impairment of joint ventures | - | (2,617)
Profit on disposal of subsidiary undertakings | (807) | -
Interest paid | 28,678 | 31,648
Interest received | (2,843) | (2,730)
Taxation charge | 4,662 | (447)
(Increase)/decrease in stocks | (149) | 156
Decrease/(increase) in debtors | 16,678 | (2,028)
(Decrease)/increase in creditors | (83) | 3,270
Fair value movements | 35 | 791
Share of operating loss in joint ventures | - | 866
Share of operating profit in associates | (1,228) | (594)
Dividends received | (10) | -
Corporation tax paid | (964) | (8,442)
Net cash generated from operating activities | 60,691 | 45,605
Cash flows from investing activities |  |
Acquisition of subsidiary undertaking | - | (673)
Net cash received from the disposal of subsidiaries | 6,131 | -
Disposal of shares in joint ventures | 15,860 | -
Purchase of tangible fixed assets | (926) | (973)
Dividends received | 10 | -
Interest received | 2,816 | 1,499
Net cash from investing activities | 23,891 | (147)
Cash flows from financing activities |  |
Repayment of bank loans | (12,711) | (11,506)
Other new loans | 1,011 | 1,659
Repayment of other loans | (46,533) | (26,627)
Interest paid | (23,300) | (13,974)
Net cash used in financing activities | (81,533) | (50,448)
Net increase/(decrease) in cash and cash equivalents | 3,049 | (4,990)
Page 16
GRAVIS ASSET HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  | 2024 | 2023
|  | £000 | £000
Cash and cash equivalents at beginning of year | 26,458 | 31,448
Cash and cash equivalents at the end of year | 29,507 | 26,458
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 29,507 | 26,458
| 29,507 | 26,458
The notes on pages 18 to 47 form part of these financial statements.
Page 17
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Gravis Asset Holdings Limited is a private company, limited by shares and incorporated in England and Wales, registration number 10976455. The registered office address is 24 Savile Row, London, W1S 2ES. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. These financial statements are presented in sterling which is the functional currency of the Group and rounded to the nearest £'000 unless otherwise stated. The following principal accounting policies have been applied:
| 2.2 | Compliance with accounting standards
The financial statements have been prepared using FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland. There were no material departures from that standard.
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 18
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Going concern
The Group is engaged in the generation and sale of electricity generated from renewable sources. The Group was loss making in the period, is in a net current liability and net liability position at the year end date. The financial statements have been prepared on a going concern basis which means that the Group and Company can be expected to meet its liabilities as they fall due for a period of 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business, including the the Group’s business model and the availability of cash resources. The Directors draw attention to the following: ∙Two of the Company's indirect subsidiaries engaged in the generation of renewable solar electricity are currently subject to ongoing audits by OFGEM, the energy regulator, in relation to compliance with the Renewable Obligation Order (ROO). An adverse finding by OFGEM could result, among other things, in the withdrawal of a generating station's Renewable Obligations Certificates (ROC) accreditation where there has been material non-compliance with the ROO. If OFGEM proceed with withdrawing the ROC accreditation then the respective subsidiary's ability to generate income will be significantly impacted. The outcome of the ongoing audits in the Group remain uncertain as at the date of approval of these financial statements, however, the Directors note that the subsidiaries continue to receive ROC certificates. ∙One of the Company's subsidiary undertakings operates a wood fuelled biomass plant. In prior years, due to performance issues, the subsidiary defaulted on its senior loan notes and entered into administration. A programme to restructure the senior debt was implemented including further investment by the Group in a schedule of planned capital improvements to increase the operational efficiency of the plant. The subsidiary subsequently exited administration. Since exiting administration, measures have been taken to improve performance however there is still uncertainty over the level of future cashflows expected to be generated by the plant. The operational performance of the subsidiary has continued to be less than expected such that the cashflows generated are not sufficient to fund repayment of the senior loan notes in accordance with the loan note instrument. Unpaid interest has been capitalised in the period and the loan is financed on a cash sweep basis. The senior loan note holder of the related debt is GCP Infrastructure Investments Limited ("the Fund"), a listed Jersey based fund, who has been supportive of efforts to improve plant performance. The Fund has provided a letter of support confirming its intention to support the subsidiary and not demand full repayment of the amounts borrowed to the detriment of the subsidiary company. This has included providing a further £1m of additional financing in the period. This support gives the subsidiary company the financial resources to be able to meet its liabilities as they fall due for the foreseeable future. Notwithstanding the uncertainty arising from the above, the Directors consider it appropriate to prepare the Group and Company financial statements on a going concern basis and cite the support of the principal holder of the loan notes issued by the Group, the Fund. The Fund has provided a letter of support confirming its commitment to support the Group for at least 12 months from the date of signing these financial statements. The carrying amount of liabilities directly and indirectly owed to the Fund at the balance sheet date was £306,718,000 (2023 - £346,765,000). Page 19
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Going concern (continued)
Further, the Directors note that the Group has generated an operating profit in the current and prior year and has reduced its borrowings by £52,913,000 (2023 - £8,249,000) using cashflows generated from operations and proceeds from the disposal of fixed asset investments. On this basis, the Directors consider it is appropriate to prepare the financial statements on a going concern basis.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 20
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Current and deferred 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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. 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. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Page 21
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives range as follows:
|  |  |  | Freehold property | - | Not depreciated
|  |  |  | Short-term leasehold property | - | 21 years
|  |  |  | Plant and machinery | - | 20 years
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.
| 2.14 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 22
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Associates and joint ventures
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy.
| 2.17 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.18 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.19 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.20 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 23
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.21 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially Page 24
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 25
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. The following are the Group's key sources of estimation uncertainty: Decommissioning liabilities A provision has not been recognised in respect of asset site restoration costs on the basis that the Directors have determined the likelihood of a liability arising to be remote based on the assumptions that the scrap value of the assets will be sufficient to cover any decommissioning costs and that there is also the potential that the renewable energy farm will be re-energised and the related site lease renewed. If circumstances change and indicate otherwise, the Group will review the position and recognise either a contingent liability or provision as appropriate. Goodwill The Group establishes a reliable estimate of the useful life of goodwill arising on business combinations. This estimate is based on a variety of factors such as the expected useful life of the cash generating units to which the goodwill is attributed, any legal or contractual provisions that can limit the useful life and assumption that market participants would consider in respect of similar business. Bank borrowings As set out in note 20, bank borrowings with a carrying value of £35,603,000 (2023 - £46,015,000) attract interest at a variable rate based on SONIA, the risk free rate administered by the Bank of England. Bank loans are held at amortised cost which requires the Directors to forecast the expected interest payable over the life of the loan and recognise, in the consolidated statement of comprehensive income, interest annually at an effective rate. Each year end the Directors update their forecasts and recognise any difference between actual and forecast interest payable as an adjustment to the effective interest expense. Forecasts require an estimation as to future SONIA rates, based on current market data. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated an estimate subject to these variations. If interest payable over the life of the loan were to be considerably different to the Directors forecasts there could be a material impact on the carrying value of the bank loans and associated interest payable expense. Profit participation loan notes The Group has issued profit participating loan notes which entitle the noteholder to any distributions the Company receives from its investments. The Directors have reviewed the nature and amount of the expected proceeds expected to be distributed under this provision and have concluded that in substance the distributions, where they are expected to be paid, reflect a fixed charge on the amounts borrowed. Based on this assessment the Directors consider the profit participation loan notes to meet the definition of a basic financial instrument as set out in FRS 102 and have accounted for them at amortised cost. Impairment of fixed assets In the current and prior year impairments have been recognised in respect of fixed assets. In estimating the assets recoverable value the Directors have undertaken discounted cash flow analysis which has involved forecasting the recurring revenue streams expected to be generated over the assets remaining useful life. The Directors determined that the recoverable amount of fixed assets was less than the carrying value and recorded an impairment charge in the period of £529,000 (2023 - £4,248,000). Page 26
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
The whole of the turnover is attributable to the Group's principal activity and arose within the United Kingdom.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Operating lease rentals | 2,299 | 2,286
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Audit of the consolidated and parent Company's financial statements | 29 | 24
| Fees payable to the Company's auditor in respect of: |  |
| Taxation compliance services | 21 | 24
| All other services | 342 | 361
7. | Employees
| The Group and Company have no employees other than the Directors, who did not receive any remuneration (2023 - £NIL).
8. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Interest from loans to joint ventures | 687 | 1,020
| SWAP interest | 1,057 | 1,055
| Other interest | 1,099 | 655
|  | 2,843 | 2,730
Page 27
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Interest payable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Bank loan interest | 2,935 | 3,703
| Other loan interest | 25,334 | 27,427
| SWAP interest | 343 | 385
| Other interest | 66 | 133
|  | 28,678 | 31,648
10. | Income from investments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Dividends received | 10 | -
11. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | 5,296 | 2,934
| Adjustments in respect of previous periods | 200 | (2,929)
| Total current tax | 5,496 | 5
| Deferred tax |  |
| Origination and reversal of timing differences | (834) | (452)
| Total deferred tax | (834) | (452)
| Tax on loss | 4,662 | (447)
Page 28
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the effective rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Loss on ordinary activities before tax | (1,736) | (6,923)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | (434) | (1,627)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 1,985 | 2,246
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 4,781 | 4,250
| Utilisation of tax losses | (729) | (3,054)
| Energy generation levy | - | 1,055
| Adjustments to tax charge in respect of prior periods | 200 | (2,929)
| Other timing differences leading to a decrease in taxation | (834) | (452)
| Non-taxable income | (307) | 64
| Total tax charge for the year | 4,662 | (447)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 29
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Exceptional items
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Cost of sales |  |
| Termination fee | - | 911
| In the prior year, one of the Company's subsidiaries terminated an operations and maintenance agreement with a supplier. Per the terms of the underlying agreement, a termination fee of £911,000 was payable.
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Administration expenses |  |
| Impairment of tangible fixed assets | 529 | 4,248
| Reversal of impairment of joint venture | - | (2,617)
|  | 529 | 1,631
| Impairment of tangible fixed assets The Directors, using the methodology set out in note 3, determined that the recoverable amount of fixed assets was less than the carrying value and recorded an impairment charge in the period of £529,000 (2023 - £4,248,000). Reversal of impairment of joint venture During the year, the Company disposed of its joint venture. The proceeds received were in excess of the unimpaired carrying value therefore aggregate impairments recorded of £2,617,000 were reversed in the prior year when the disposal proceeds were known.
Page 30
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Intangible assets
| Group
|  | Goodwill
|  | £000
| Cost |
| At 1 January 2024 | 137,165
| At 31 December 2024 | 137,165
| Amortisation |
| At 1 January 2024 | 83,008
| Charge for the year on owned assets | 7,940
| At 31 December 2024 | 90,948
| Net book value |
| At 31 December 2024 | 46,217
| At 31 December 2023 | 54,157
| All of the intangible assets either arise on consolidation or are recognised within the financial statements of the Company's subsidiary undertakings.
Page 31
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Tangible fixed assets
| Group
|  | Freehold land | Short-term leasehold property | Plant and machinery | Total
|  | £000 | £000 | £000 | £000
| Cost |  |  |  |
| At 1 January 2024 | 576 | 2,980 | 262,735 | 266,291
| Additions | - | - | 926 | 926
| Disposals | - | - | (520) | (520)
| Disposal of subsidiary | - | - | (9,301) | (9,301)
| At 31 December 2024 | 576 | 2,980 | 253,840 | 257,396
| Depreciation |  |  |  |
| At 1 January 2024 | - | 1,668 | 108,292 | 109,960
| Charge for the year on owned assets | - | 142 | 19,088 | 19,230
| Disposals | - | - | (228) | (228)
| Disposal of subsidiary | - | - | (4,412) | (4,412)
| Impairment charge | - | - | 529 | 529
| At 31 December 2024 | - | 1,810 | 123,269 | 125,079
| Net book value |  |  |  |
| At 31 December 2024 | 576 | 1,170 | 130,571 | 132,317
| At 31 December 2023 | 576 | 1,313 | 154,443 | 156,332
| Freehold property comprises freehold land which is not depreciated. Plant and machinery comprises solar arrays, wind turbines and a biomass plant. Included within the cost of plant and machinery are capitalised borrowing costs of £16,807,000 (2023 - £17,313,000). Borrowing costs are depreciated over the same useful life as that assigned to the related plant and machinery. During the year the Group disposed of six subsidiary undertakings. On the disposal date, the net book value of the assets held by these subsidiaries was £4,889,000. This amount is included in the profit on disposal of subsidiary undertakings in the consolidated statement of comprehensive income. Refer to note 12 for details of the impairment recorded in the year.
Page 32
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Fixed asset investments
| Group
|  | Investments in associates | Investment in joint ventures | Total
|  | £000 | £000 | £000
| Cost or valuation |  |  |
| At 1 January 2024 | 13,851 | 10,989 | 24,840
| Disposals | - | (10,989) | (10,989)
| Share of profit/(loss) | 1,227 | - | 1,227
| At 31 December 2024 | 15,078 | - | 15,078
| Net book value |  |  |
| At 31 December 2024 | 15,078 | - | 15,078
| At 31 December 2023 | 13,851 | 10,989 | 24,840
| Company
|  | Investments in subsidiary companies | Investment in joint ventures | Total
|  | £000 | £000 | £000
| Cost |  |  |
| At 1 January 2024 | 783 | 12,538 | 13,321
| Disposals | - | (12,538) | (12,538)
| At 31 December 2024 | 783 | - | 783
| Net book value |  |  |
| At 31 December 2024 | 783 | - | 783
| At 31 December 2023 | 783 | 12,538 | 13,321
| On 25 April 2024, the Company disposed of its investment in its joint venture, Noir Wind Holdings Limited. A profit on disposal of £4,871,000 was recognised in the consolidated statement of comprehensive income. On 30 October 2024, the Group disposed of its investment in the following subsidiary undertakings: AMP HA001 Limited, AMP HA004 Limited, AMP HA005 Limited, AMP HA006 Limited, AMP HA008 Limited and AMP HA010 Limited. A profit on disposal of £807,000 was recognised in the consolidated statement of comprehensive income.
Page 33
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the Company at the balance sheet date:
| Name | Registered office | Class of shares | Holding
| Gravis Solar 1 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Gravis Solar 2 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| MP Holdco Limited (formerly Gravis Onshore Wind 2 Limited) | Chase House, 4 Mandarin Road, Houghton Le Spring, England, DH4 5RA | Ordinary | 100%
| GAHL Finco Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Gravis Hydro Holdings Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Birmingham Bio Power Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Teemore Wind Limited | 42-46 Fountain Street, Belfast, BT1 5EF | Ordinary | 100%
| Gravis Solar EV Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| HCF Investments Limited | Exchange Tower, 19 Canning Street, Edinburgh, EH3 8EH | Ordinary | 100%
Page 34
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company at the balance sheet date:
| Name | Registered office | Class of shares | Holding
| Solarplicity AS Holdings Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Solarplicity Debt Funding Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM001 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM003 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM004 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM005 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM006 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM007 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM011 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM012 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM016 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| INRG (Solar Parks) 15 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Solardev 2 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| SPF Robert Wall Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Sunventures 2 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Sunventures 3 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Solarplicity UC Holdings Ltd | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| AMP GM024 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| First Renewables PSI Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| SPF Moor Farm Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| SPF Somersal Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Sunventures 1 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Sunventures 4 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Solarplicity Project Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Murex Solar B Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Sunventures 7 Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Winscales Moor Windfarm Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
Page 35
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Indirect subsidiary undertakings (continued)
| Name | Registered office | Class of shares | Holding
| Garves Wind Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Burton Wold Wind Farm (Trading) Limited | 24 Savile Row, London W1S 2ES | Ordinary | 100%
| Pates Hill Wind Energy Limited | Pates Hill 2nd Floor, Block C, Brandon Gate, Leechlee Road, Hamilton, Scotland, ML3 9AU | Ordinary | 100%
| Mantlin Limited | 42-46 Fountain Street, Belfast, BT1 5EF | Ordinary | 100%
| MK Windfarm Limited | Chase House, 4 Mandarin Road, Houghton Le Spring, England, DH4 5RA | Ordinary | 100%
| Danu II Holdings Limited | Chase House, 4 Mandarin Road, Houghton Le Spring, England, DH4 5RA | Ordinary | 100%
Page 36
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Associates
| The following were associates undertakings of the Group at the balance sheet date:
| Name | Registered office | Class of shares | Holding
| GHI Holdings Limited | Canal Head North, Kendal, Cumbria, LA9 7BZ | Ordinary | 41.23%
| Solarcatcher (1) Limited | 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ | B Ordinary | 25%
| Hub SW Dalbeattie Holdco Limited | Avondale House Suites 1b-1e, Phoenix Crescent, Strathclyde Business Park, Bellshill, North Lanarkshire, Scotland, ML4 3NJ | B Ordinary | 20%
| Hub East Central (Baldragon) Midco Limited | Robertson House, Castle Business Park, Stirling, FK9 4TZ | B Ordinary | 20%
| Hub West Scotland Holdco (No. 2) Limited | C/O Foresight Group Clarence House, 131-135 George Street, Edinburgh, United Kingdom, EH2 4JS | B Ordinary | 20%
| Hub North Scotland (Elgin High School) Holdings Limited | 2nd Floor 2 Lochside View, Edinburgh, Scotland, EH12 9DH | B Ordinary | 30%
| Hub West Scotland Holdco (No. 3) Limited | C/O Foresight Group Clarence House, 131-135 George Street, Edinburgh, United Kingdom, EH2 4JS | B Ordinary | 23%
| Hub West Scotland Holdco (No. 4) Limited | C/O Foresight Group Clarence House, 131-135 George Street, Edinburgh, United Kingdom, EH2 4JS | B Ordinary | 20%
| Hub North Scotland (O&C) Holdings Limited | 2nd Floor 2 Lochside View, Edinburgh, Scotland, EH12 9DH | B Ordinary | 20%
| Hub North Scotland (New Academy - SOTC) Holdings Limited | 2nd Floor 2 Lochside View, Edinburgh, Scotland, EH12 9DH | B Ordinary | 20%
| Hub North Scotland (I&F) Holdings Limited | 2nd Floor 2 Lochside View, Edinburgh, Scotland, EH12 9DH | B Ordinary | 20%
| Hub West Scotland Holdco (No. 5) Limited | C/O Foresight Group Clarence House, 131-135 George Street, Edinburgh, United Kingdom, EH2 4JS | B Ordinary | 20%
| Hub West Scotland Holdco (No. 6) Limited | C/O Foresight Group Clarence House, 131-135 George Street, Edinburgh, United Kingdom, EH2 4JS | B Ordinary | 30%
Page 37
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Associates (continued)
| Name | Registered office | Class of shares | Holding
| Hub SW QMA Holdco Limited | Avondale House Suites 1b-1e, Phoenix Crescent, Strathclyde Business Park, Bellshill, North Lanarkshire, Scotland, ML4 3NJ | B Ordinary | 20%
| Hub West Scotland Holdco (No. 7) Limited | C/O Foresight Group Clarence House, 131-135 George Street, Edinburgh, United Kingdom, EH2 4JS | B Ordinary | 20%
16. | Stocks
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Spare parts | 272 | 123
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
| No impairment losses were recorded in the year in respect of stock held at the balance sheet date.
Page 38
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Due after more than one year |  |  |  |
| Amounts owed by group undertakings | - | - | 31,134 | 38,458
| Amounts owed by joint ventures and associated undertakings | 8,031 | 8,071 | - | -
| Other debtors | 2,651 | 2,661 | - | -
| Financial instruments (after 1 yr) | 1,070 | 1,415 | - | -
|  | 11,752 | 12,147 | 31,134 | 38,458
| Amounts owed by group undertakings comprises an unsecured loan which attracts interest at 7% per annum. The loan is accounted for at amortised cost. Repayment of the loan is fully subordinated to a bank loan facility entered into by the borrower which matures in 2028. The loan balance has therefore been disclosed as due greater than 1 year. Amounts owed by joint ventures and associated undertakings comprises unsecured shareholder loans which attract interest from 9.75% to 10.85% per annum. The loans are repayable in instalments. Included within other debtors is £1,705,000 (2023 - £1,715,000) of other loans which attract interest from 10.2% to 10.4% per annum. The loans are repayable in instalments. Refer to note 20 for details of derivative financial instruments.
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Due within one year |  |  |  |
| Trade debtors | 2,401 | 2,147 | - | -
| Amounts owed by group undertakings | - | - | 31,605 | 32,645
| Amounts owed by joint ventures and associated undertakings | 1,072 | 19,042 | - | 14,863
| Other debtors | 788 | 4,518 | 10 | 4
| Prepayments and accrued income | 18,904 | 19,000 | - | -
|  | 23,165 | 44,707 | 31,615 | 47,512
| Amounts owed by group undertakings comprise unsecured shareholder loans which attract interest from 0% to 7% per annum. The loans are repayable on demand. Amounts owed by joint ventures and associated undertakings comprise unsecured shareholder loans which attract interest from 0% to 10.85% per annum. The loans are repayable in instalments. Included within other debtors is £60,000 (2023 - £69,000) of other loans which attract interest from 10.2% to 10.4% per annum. The loans are repayable in instalments.
Page 39
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Cash at bank and in hand | 29,507 | 26,458 | 40 | 840
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Bank loans | 13,393 | 12,973 | - | -
| Other loans | 55,613 | 62,937 | 37,216 | 44,855
| Trade creditors | 1,473 | 2,170 | - | 10
| Amounts owed to group undertakings | - | - | 28 | -
| Corporation tax | 722 | - | - | -
| Other taxation and social security | 1,214 | 1,391 | - | -
| Other creditors | 701 | 698 | 176 | 176
| Accruals and deferred income | 1,358 | 1,209 | - | -
|  | 74,474 | 81,378 | 37,420 | 45,041
| Refer to note 20 for details of bank and other loans.
Page 40
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Bank loans | 35,890 | 49,388 | - | -
| Other loans | 253,670 | 286,181 | 73,395 | 103,704
| Other creditors | 1,000 | 1,000 | - | -
| Financial instruments (after 1 yr) | 815 | 1,126 | - | -
|  | 291,375 | 337,695 | 73,395 | 103,704
| The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Repayable by instalments | 205,579 | 221,110 | 41,076 | 68,293
| Repayable other than by instalments | 1,000 | 1,000 | - | -
|  | 206,579 | 222,110 | 41,076 | 68,293
Page 41
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Creditors: Amounts falling due after more than one year (continued)
Other creditors Other creditors comprises an amount of £1,000,000 (2023 - £1,000,000) due to a previous contractor of one of the Company's subsidiary undertakings. The amount is repayable as and when the related subsidiary has the funds available to pay distributions to its shareholders. Based on current projections the Directors estimate the amount will be repayable more than five years after the balance sheet date. Bank loans and derivative financial instruments The Group has entered into both variable and fixed rate bank facilities. The bank facilities are secured by fixed charge over the fixed assets and floating charge over the remaining assets of the following Group entities: ∙GAHL Finco Limited and its subsidiary undertakings; and ∙Danu II Holdings Limited and its subsidiary undertakings. These is also a pledge over the shares of the subsidiary undertakings. (i) Variable rate facilities At the balance sheet date the carrying value of the Group's bank borrowings subject to a variable rate of interest total £35,603,000 (2023 - £46,015,000). The proceeds from these borrowings were used in prior years to finance the construction of wind farm projects operated by several of the Company's indirect subsidiaries and to refinance third party borrowings. At the balance sheet date the variable rate facilities are repayable in semi-annual instalments with final payments due December 2028. The facilities attract interest at 1.3% per annum over SONIA. To hedge its exposure to interest rate variability on these borrowings the Group has entered into interest rate swap agreements. The terms of the interest rate swap agreements are: ∙receive interest at SONIA + 0.28% per annum and pay interest at a fixed rate of 2.31% per annum. The swap is based on a reducing notional amount and matures in December 2028; and ∙receive interest at 0.0001% per annum and pay interest at a fixed rate of 2.26% per annum. The swap is based on a reducing notional amount and matures in June 2030. The fair value of the interest rate swaps held by the Group at the year end date is an asset of £1,070,000 (2023 - £1,415,000) and a liability of £815,000 (2023 - £1,126,000). During the year a net fair value loss was recognised in the consolidated statement of comprehensive income of £35,000 (2023 - £791,000). (ii) Fixed rate facilities At the balance sheet date the carrying value of the Group's bank borrowings subject to a fixed rate of interest total £13,680,000 (2023 - £16,346,000). The proceeds from these borrowings were used in prior years to finance the construction of wind farm projects operated by several of the Company's indirect subsidiaries and to refinance third party borrowings. Page 42
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Creditors: Amounts falling due after more than one year (continued)
(ii) Fixed rate facilities (continued) The fixed rate facilities comprise two loans which are subject to interest at a fixed rate ranging from 2.69% to 4.57% per annum and are due for repayment in 2027 and 2030. Other loans The Group has issued both commercial and profit participating loan notes. At the balance sheet date the carrying value of these borrowings total £309,283,000 (2023 - £349,118,000). Loan notes are secured by a fixed charge over the assets of the Company and the following direct and indirect subsidiary undertakings: Birmingham Bio Power Limited, HCF Investments Limited, Gravis Solar 1 Limited and Gravis Solar 2 Limited. At the balance sheet date the loans had an effective rate of 8.2% (2023 - 7.9%) and reach maturity from 2031 to 2070. Both the commercial and profit participating loan notes have been accounted for at amortised cost. See note 3 for further details on the treatment of the profit participating loan notes.
21. | Financial instruments
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Financial assets |  |  |  |
| Financial assets measured at fair value | 1,070 | 1,415 | - | -
| Financial assets measured at amortised cost | 44,450 | 62,897 | 62,789 | 86,810
|  | 45,520 | 64,312 | 62,789 | 86,810
| Financial liabilities |  |  |  |
| Financial liabilities measured at fair value | (815) | (1,126) | - | -
| Financial liabilities measured at amortised cost | (362,975) | (416,040) | (110,639) | (148,569)
|  | (363,790) | (417,166) | (110,639) | (148,569)
| Financial assets measured at fair value comprise interest rate swaps. Refer to note 20 for details of derivative financial instruments.
| Financial assets measured at amortised cost comprise cash at bank, trade and other debtors, amounts owed by group undertakings and amounts owed by joint ventures and associated undertakings.
| Financial liabilities measured at fair value comprise interest rate swaps (note 20). Financial liabilities measured at amortised cost comprise trade creditors, social security and other taxation, amounts owed to group undertakings, bank and other loans and other creditors.
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GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Deferred taxation
| Group
|  | 2024 | 2023
|  | £000 | £000
| At beginning of year | (6,704) | (7,156)
| Charged to profit or loss | 834 | 452
| At end of year | (5,870) | (6,704)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Accelerated capital allowances | (5,870) | (6,704)
|  | (5,870) | (6,704)
23. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2023 - 1,000) Ordinary shares of £1.00 each | 1 | 1
24. | Reserves
Profit and loss account The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. Page 44
GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
25. | Analysis of net debt
|  | At 1 January 2024 | Cash flows | Changes in market value | Other non-cash changes | At 31 December 2024
|  | £000 | £000 | £000 | £000 | £000
| Cash at bank and in hand | 26,458 | 3,049 | - | - | 29,507
| Debt due after 1 year | (335,569) | - | - | 46,009 | (289,560)
| Debt due within 1 year | (75,911) | 58,233 | - | (51,328) | (69,006)
| Net related derivatives | 284 | - | (35) | - | 249
|  | (384,738) | 61,282 | (35) | (5,319) | (328,810)
| Other non-cash changes comprise accrued interest, amortisation of capitalised loan fees and re-classification of debt payable between due within one year and due after one year per the repayment terms set out in the underlying finance agreements.
26. | Commitments under operating leases
| At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Not later than 1 year | 1,262 | 1,229
| Later than 1 year and not later than 5 years | 5,092 | 5,014
| Later than 5 years | 12,799 | 14,269
|  | 19,153 | 20,512
| The amounts stated represent the base charges. Actual payments will be adjusted for inflation indexation and are therefore greater than the amounts stated above.
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GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
27. | Financial commitments
| Letters of credit The Group has contracted a third party to provide letters of credit on its behalf amounting to £700,000 (2023 - £700,000) due to expire in 2030 relating to obligations due under project agreements. Included within other debtors due after more than one year is an amount of £700,000 (2023 - £700,000) relating to the Company's obligations in respect of the letters of credit. Commitments under contracts At 31 December 2024, the Group had entered into the following financial commitments. The commitments have been calculated based on the non-cancellable period set out in the underlying contracts. The amounts stated represent the base charges. Actual payments will be adjusted for inflation indexation and are therefore greater than the amounts stated below.
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Management Service Agreement | 218 | 227
| Operations and Maintenance Agreement | 90 | 752
| Turbine Servicing Agreement | 1,020 | 1,136
| Other agreements | 109 | 118
|  | 1,437 | 2,233
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GRAVIS ASSET HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
28. | Related party transactions
| The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1, from disclosing related party transactions with other group companies, on the grounds that 100% of the voting rights in the Company are controlled within the Group. Transactions with joint ventures At the balance sheet date the Group was due amounts from joint ventures of £Nil (2023 - £14,863,000). These amounts accrue interest at 8% per annum and are repayable on demand. During the period the Group recognised interest receivable of £687,000 (2023 - £1,020,000) on these loans. During the year the Company disposed of its investment in its joint venture and the outstanding loan balance was repaid in full. Refer to note 15 for details of the profit on disposal recorded in the period. Transactions with associates At the balance sheet date the Group was due amounts from associates of £9,103,000 (2023 - £12,250,000). These amounts attract interest from 0% to 10.85% per annum and are repayable in instalments. During the period the Group recognised interest receivable of £722,000 (2023 - £417,000) on these loans. During the period dividends were received from associates of £10,000 (2023 - £Nil). For details on the Group's share of the associates profit (2023 - profit) in the period see note 15. Transactions with key management personnel During the year the Group was charged administration fees of £123,000 (2023 - £118,000) from an entity that provides the Group with key management personnel services.
29. | Post balance sheet events
On 30 January 2025, the Group disposed of the following subsidiary undertakings: ∙MP Holdco Limited (formerly Gravis Onshore Wind 2 Limited) ∙Danu II Holdings Limited ∙MK Windfarm Limited ∙Pates Hill Wind Energy Limited On 30 June 2025, two of the Company's subsidiary undertakings entered into a settlement agreement in respect of a Warranty and Indemnity Insurance Policy signed when they acquired their subsidiary undertakings on 26 January 2018. The subsidiaries received a settlement amount of £23,000,000.
30. | Controlling party
The ultimate controlling party of the Company is Mourant Corporate Trustee (Jersey), a Trust registered in Jersey. The Trust holds the shares of the Company for the benefit of charities at its discretion.
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