| REGISTERED NUMBER: |
| MICHCO 1204 LIMITED |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 |
| REGISTERED NUMBER: |
| MICHCO 1204 LIMITED |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 3 |
| Statement of Comprehensive Income | 6 |
| Balance Sheet | 7 |
| Statement of Changes in Equity | 8 |
| Notes to the Financial Statements | 9 |
| MICHCO 1204 LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Fryern House |
| 125 Winchester Road |
| Chandlers Ford |
| Eastleigh |
| Hampshire |
| SO53 2DR |
| BANKERS: |
| 2nd Floor |
| 90-92 High Street |
| Crawley |
| West Sussex |
| RH10 1BP |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| The directors present their report with the financial statements of the company for the year ended 30 June 2025. |
| RESULTS |
| The statement of comprehensive income is set out on page 6 and shows the profit for the year. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MICHCO 1204 LIMITED |
| Opinion |
| We have audited the financial statements of Michco 1204 Limited (the 'company') for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and 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; or |
| - | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MICHCO 1204 LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations. |
| Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue. Audit procedures were designed to ensure all of the risks were addressed. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| • | enquiring of management as to actual and potential litigation and claims; and |
| • | reviewing any correspondence with regulators and the Company's legal advisors; and |
| • | reviewing engineering reports for the solar parks energy yields. |
| To address the risk of fraud through management bias and override of controls, we: |
| • | performed analytical procedures to identify any unusual or unexpected relationships; and |
| • | tested journal entries to identify unusual transactions; and |
| • | assessed whether judgements and assumptions contained any indication of potential bias. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MICHCO 1204 LIMITED |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| Fryern House |
| 125 Winchester Road |
| Chandlers Ford |
| Eastleigh |
| Hampshire |
| SO53 2DR |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 5,104,010 | 4,335,449 |
| Interest payable and similar expenses | 6 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 7 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| BALANCE SHEET |
| 30 JUNE 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| Investments | 9 |
| CURRENT ASSETS |
| Debtors | 10 |
| Cash at bank | 11 |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 16 | ( |
) | ( |
) |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Merger reserve | 18 | ( |
) | ( |
) |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| Called up |
| share | Retained | Merger | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 July 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 June 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 June 2025 | ( |
) | ( |
) |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 1. | COMPANY INFORMATION |
| Michco 1204 Limited was incorporated on 24 July 2012 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The principal activity of Michco 1204 Limited is that of the generation of electricity. The address of its head office and registered office is The Long Barn, Manor Courtyard, Stratton-On-The-Fosse, Radstock, England, BA3 4QF. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The presentation currency is £ sterling. |
| Going concern |
| The financial statements are prepared on the going concern basis. Management have prepared cashflow forecasts extending at least 12 months from approval of the financial statements which support that the company can meet its liabilities as they fall due. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". |
| - | the requirements of Section 7 Statement of Cash Flows; |
| - | the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d); |
| - | the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| - | the requirement of Section 33 Related Party Disclosures paragraph 33.7. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Michco 1204 Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Michco 1205 Limited, The Long Barn, Manor Courtyard, Stratton-On-The-Fosse, Radstock, England, BA3 4QF. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Significant judgements and estimates |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
| The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
| Leases |
| A lease that does not transfer substantially all of the risks and rewards of ownership is classified as an operating lease and is therefore not included in the statement of financial position. |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Other key sources of estimation uncertainty |
| Decommissioning costs |
| As part of the measurement and recognition of assets and liabilities in the year, the company has recognised a provision for decommissioning obligations associated with the solar parks. In determining the present value of the provision, assumptions and estimates are made in relation to the expected cost to dismantle the solar parks, the expected timing and the discount rates. |
| Amortised cost of loans |
| The amortised cost is calculated using estimated future cash flows, which include an estimated rate for future inflation. The rate is based on economic information available at the time. |
| Turnover |
| Turnover represents consideration receivable for electricity generated in the ordinary course of the company's activities. Revenue is recognised when the electricity is generated. Revenue is shown net of VAT, discounts and rebates. |
| Tangible fixed assets |
| Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. |
| The cost of fixed assets recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management. |
| Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over it's useful economic life as follows: |
| Solar parks | - 4% per annum straight line |
| Decommissioning provision | - straight line over the remaining life of the operating lease |
| Motor vehicles | - 20% per annum straight line |
| The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is adjusted for prospectively. |
| Fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between net disposal proceeds and the carrying amount is recognised in the Statement of Comprehensive Income. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in Other Comprehensive Income or directly in equity. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial instruments are classified and accounted for according to the substance of the contractual arrangements as either financial assets, financial liabilities or equity instruments, and are held at amortised cost. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all its liabilities. |
| Finance income and costs |
| Finance income and costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest rate 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. |
| Operating lease commitments |
| Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the Statement of Comprehensive Income on a straight line basis over the period of the lease. Any incentives related to the lease have been spread over the life of the lease. |
| 3. | TURNOVER |
| All revenue comprises income generated from electricity generation by means of photovoltaic cells solely in the UK. |
| 4. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 30 June 2025 nor for the year ended 30 June 2024. |
| The average number of employees during the year was NIL (2024 - NIL). |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets |
| Auditors' remuneration |
| Operating leases |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Eurobond interest |
| Decommissioning interest |
| Other similar charges |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) | ( |
) |
| Tax on profit |
| UK corporation tax was charged at 25%) in 2024. |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Utilisation of tax losses | ( |
) | ( |
) |
| Permanent differences | 16,975 | 18,219 |
| Total tax charge | 344,601 | 208,646 |
| The company has unrelieved trading losses of £Nil (2024: £Nil) carried forward. |
| 8. | TANGIBLE FIXED ASSETS |
| Motor |
| Solar Parks | vehicles | Totals |
| £ | £ | £ |
| COST |
| At 1 July 2024 |
| and 30 June 2025 |
| DEPRECIATION |
| At 1 July 2024 |
| Charge for year |
| At 30 June 2025 |
| NET BOOK VALUE |
| At 30 June 2025 |
| At 30 June 2024 |
| The solar parks are secured under a fixed charge in favour of US Bank Trustees Limited, the security trustee to the Eurobond. |
| Included within the solar parks net book value is the capitalised decommissioning provision which is depreciated over the remaining life of the operating lease. |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 9. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 July 2024 |
| and 30 June 2025 |
| NET BOOK VALUE |
| At 30 June 2025 |
| At 30 June 2024 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: The Long Barn, Manor Courtyard, Stratton-On-The-Fosse, Radstock, BA3 4QF |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: The Long Barn, Manor Courtyard, Stratton-On-The-Fosse, Radstock, BA3 4QF |
| Nature of business: |
| % |
| Class of shares: | holding |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| 11. | CASH AT BANK |
| Included within the company's cash balances is £4,431,615 (2024: £3,710,930) of cash held in secured restricted accounts with the Facility Agent to the £40m Eurobond debt. |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Eurobond (see note 14) |
| Trade creditors |
| Amounts owed to group undertakings |
| Corporation tax |
| VAT | 72,772 | 44,279 |
| Other creditors |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Eurobond (see note 14) |
| 14. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Eurobond |
| Amounts falling due between one and two years: |
| Eurobond - 1-2 years | 1,245,306 |
| Amounts falling due between two and five years: |
| Eurobond - 2-5 years |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Eurobond more than 5 years | 27,287,295 | 28,704,000 |
| On 14 November 2012, the company was party to a Eurobond issue of £40m 3.61% Secured RPI-linked notes due 2039 by Solar Financing 2012-1 Plc. The proceeds received through a private listing on the London Stock Exchange were used to provide a £40m facility to the company (the 'Original Opco Borrower') and its immediate parent, Michco 1205 Limited (the 'Parent Borrower'). The debt is secured through fixed and floating charges over the assets and shares of the borrowers. |
| The Eurobond is repayable in yearly instalments until 2036. |
| On 8 April 2019 the base rate of the debt was reduced to 3.45%. |
| 15. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 16. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £ | £ |
| Deferred tax | 249,751 | 310,534 |
| Decommissioning provision | 830,516 | 780,735 |
| 1,080,267 | 1,091,269 |
| Decommissioning | Deferred |
| Provision | Tax |
| £ | £ |
| As at 1 July 2024 | 780,735 | 310,534 |
| Charged/(Credited) to the Income statement | 49,781 | (60,783 | ) |
| 830,516 | 249,751 |
| The deferred tax liability relates to accelerated capital allowances. |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £0.05 | 1,103,120 | 1,103,120 |
| The ordinary shares shall be non redeemable but shall hold full rights in respect of voting, and shall entitle the holder to full participation in respect of the entity and in the event of winding up the company, the shares may be considered by the directors when considering dividends from time to time. |
| 18. | RESERVES |
| Retained | Merger |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 July 2024 | ( |
) | (14,622,344 | ) |
| Profit for the year | - |
| At 30 June 2025 | ( |
) | (13,178,621 | ) |
| Retained earnings are the accumulated profits and losses to date. |
| On 21 August 2012 the company acquired the net assets and trade of Clean Energy (UK) LLP as a result of a group reconstruction involving entities with common controlling shareholders. The consideration was the issue by the company of 17,418,871 ordinary shares of £1 each. As the transaction is not an acquisition it would be inappropriate to account for any valuation of the shares consideration nor any goodwill or fair value adjustments to the net assets acquired. Accordingly the net assets have been recognised at book value prior to transfer and the difference between the nominal value of the shares issued and the book value of the assets acquired has been recognised as a merger reserve. |
| 19. | ULTIMATE PARENT COMPANY |
| At the balance sheet date the company's immediate and ultimate parent company was Michco 1205 Limited, a company incorporated in the United Kingdom. |
| The smallest and largest group in which the results of the company are consolidated is that headed by Michco 1205 Limited. The group accounts are available to the public and may be obtained from the Registrar of Companies. |
| MICHCO 1204 LIMITED (REGISTERED NUMBER: 08155302) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 JUNE 2025 |
| 20. | CONTINGENT LIABILITIES |
| The company, along with its immediate parent company, has entered into an agreement with the Eurobond security agent to cross-guarantee the loans made to these companies. At 30 June 2025, these loans amounted to £34,953,881 (2024: £35,725,883) inclusive of indexation. |
| 21. | RELATED PARTY DISCLOSURES |
| During the year, there were loans raised and repaid to Prescient Loans Limited, a company controlled by Mr R Randall, a director. Interest of £332,600 (2024: £250,566) was charged on the loan during the year and at the year-end the balance due from Prescient Loans Limited was £3,518,684 (2024: £2,747,232). |
| 22. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Mr R Randall by virtue of his controlling interest in the ultimate parent company. |