Registered number: 09463340
AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2022 |
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GCP ROOFTOP SOLAR 6 PLC
COMPANY INFORMATION
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GCP ROOFTOP SOLAR 6 PLC
CONTENTS
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GCP ROOFTOP SOLAR 6 PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2022
The Directors present their strategic report for the Company for the year ended 31 March 2022.
During the year the principal activity of the Company was the provision of intermediary finance.
The Company is in a net liability position at the year end but has been profitable. The Company's turnover during the year amounted to £4,520,402 (2021 - £3,733,281) with profit before tax of £2,000 (2021 - £2,800). The net liability position of the Company is a result of the restructuring of loan financing during the 2017 financial year, the purpose of which was to reduce the Company's exposure to inflation rate risk. The Directors believe the Company is in a position to continue to meet its liabilities as they fall due and the accounts have been prepared on a going concern basis, further detail of which is set out in note 2.3.
The principal risk to the company is liquidity risk. The Company must be in a position to meet its fixed interest, debt repayments and overheads from the income received from its debtor. The Company's financing is structured such that cash inflows from loan debtors exceed cash outflows due under financing obligations over the term of the financing provided.
The debtor generates their income from fixed term infrastructure contracts (longer than the term of the loan), which are quasi-government in nature. The debtor has been rigorously assessed to ensure that they will be able to meet their debt and interest payments. The revenue and the costs of the debtors are benchmarked by an independent technical consultancy and only the net cash flows arising are taken into account when assessing the debtor’s ability to service the loan. The Company has a full security package over the debtors' assets and the bank accounts into which revenue is received. The Company has funded its loans by issuing long term fixed rate loan notes to two investment companies specialising in the provision of infrastructure debt in the UK.
The key financial indicator for the Company is cash flow, which is monitored and managed on a regular basis to ensure that liabilities as a whole can be met as they fall due. The Company held cash of £626,363 (2021: £593,008) at the year end date.
The Directors do not consider that there are any other key performance indicators.
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GCP ROOFTOP SOLAR 6 PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
The Directors of the Company 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 Company 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.
In executing their statutory duty the Directors periodically review the strategic direction, business relationships and interactions, impacts more widely of business activity and business conduct, including those activities and roles outsourced to third parties, to ensure the continued promotion for success of all members as well as the interests and success of the Company.
This report was approved by the board
and signed on its behalf.
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GCP ROOFTOP SOLAR 6 PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2022
The Directors present their report and the financial statements for the year ended 31 March 2022.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year
. Under that law the Directors have elected to prepare the financial statements in accordance with 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £
1,620
(2021 -
£
2,420
)
.
The directors do not recommend a dividend be paid in respect of the current year (2021 - £Nil).
The Directors who served during the year were:
Going concern For details of the Director's going concern assessment see note 2.3.
The directors do not anticipate any changes in the level or nature of the Company's business in the near future.
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GCP ROOFTOP SOLAR 6 PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
The princpal financial risks the directors consider relevant to the Company are inflation and liquidity risk.
Inflation rate risk The loan principal of the loan debtor and creditor are subject to quarterly inflation indexation based on the Retail Price Index ("RPI"). Loans are stated at amortised cost and the effective interest rate calculations are based on the directors’ assumptions that inflation will not exceed a given level per annum over the remaining loan terms. However, the directors have amended their assumptions based on the current and forecast inflation rates using available market data and have factored in the short-term uplift in inflation in the model. The inflation indexation is applied to both the corresponding loan debtor and loan creditor so that there will not be a significant cash flow impact. In February 2022, in response to the Russia's military action in Ukraine, multiple jurisdictions including EU and the UK have imposed economic sanctions on Russia. As a result, many sectors are experiencing the impact of rising commodity prices and increased raw material costs, with a resultant impact on inflation rates and more generally on the UK economy. The management are continually reviewing the position, however, the direct impact on the Company is not expected to be significant. Liquidity risk The Company's liquidity risk is principally managed through financing by means of long term borrowings. Financing is structured such that cash flow receivable exceeds the fixed cash flow payable over the term of the loan to ensure liabilities can be met as they fall due. Cash flows are monitored and managed closely by management.
The Company has no employees, other than the directors.
The directors of the Company have, and continue to have, regard for the need to foster the Company's business relationships with suppliers, customers and other stakeholders. This regard is reflected across the decision making process of the directors. The directors have opted not to disclose information about impending developments or matters in the course of negotiation as this would, in the opinion of the directors, be seriously prejudicial to the interests of the Company.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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GCP ROOFTOP SOLAR 6 PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
This report was approved by the board and signed on its behalf.
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC
We have audited the financial statements of GCP Rooftop Solar 6 PLC (the 'Company') for the year ended 31 March 2022, which comprise the Statement of Income and Retained Earnings, the Balance Sheet
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).
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 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.
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.
The other information comprises the information included in the Directors' Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Directors' 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.
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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 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:
∙
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;
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GCP ROOFTOP SOLAR 6 PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCP ROOFTOP SOLAR 6 PLC (CONTINUED)
∙
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;
∙
Reviewing and challenging assumptions and judgements made by the directors in their significant accounting estimates, in particular in relation to the valuation of loan balances and any related impairment;
∙
Reviewing the valuation of loan balances including challenging the underlying assumptions used in the financial models; and
∙
Reviewing the tax provisions of the Company with the assistance of our independent tax specialists.
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
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
Albany House
Claremont Lane
Surrey
KT10 9FQ
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GCP ROOFTOP SOLAR 6 PLC
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2022
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GCP ROOFTOP SOLAR 6 PLC
REGISTERED NUMBER:
09463340
BALANCE SHEET
AS AT
31 MARCH 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 11 to 16 form part of these financial statements.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
GCP Rooftop Solar 6 PLC is a public company, limited by shares, incorporated in England and Wales, registered number
2.
Accounting policies
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis as although the Company is in a net liability position, it has been profitable at the year end and has generated sufficient cash from its operations to meet its liabilities as they fall due. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risks of the business. In doing so the Directors have considered the Company's business model and availability of cash resources. The Company is part of a financing structure, the underlying loans structured to ensure that actual cash inflows from the loan debtor exceed the Company's cash outflows to service the loan creditor and overheads over the loan term. The Directors have prepared financial models over the life of the loan which support this position. Having undertaken this assessment the Directors consider that the Company will continue to generate sufficient cash flow to meet its liabilities as they fall due for payment and it is therefore appropriate to prepare the financial statements on a going concern basis.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙
the requirements of Section 7 Statement of Cash Flows;
∙
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of GCP Intermediary HoldingsLimited as at 31 March 2022 and these financial statements may be obtained from CompaniesHouse or from 24 Savile Row, London, W1S 2ES.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.
Accounting policies (continued)
Turnover comprises interest receivable from the provision of loan financing. Interest receivable is recognised over the loan period using the effective interest method, which takes into account related fees and transaction costs.
Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs. Interest payable is included within cost of sales as it is directly attributable to the interest receivable included in revenue.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.
Accounting policies (continued)
Tax is recognised in the Statement of income and retained earnings, 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 operates and generates income. The loan principal of the loan debtor and creditor are subject to quarterly inflation indexation based on the Retail Price Index ("RPI"). Loans are stated at amortised cost and the effective interest rate calculations are based on the directors’ assumptions that inflation will not exceed a given level per annum over the remaining loan terms. However, the directors have amended their assumptions based on the current and forecast inflation rates using available market data and have factored in the short-term uplift in inflation in the model. Estimates and judgements are continually evaluated and are based on historical experience, independent forecasts and other factors that are believed to be reasonable under the circumstances. The loan interest receivable and payable calculations and the associated amortised cost balances assume that all future loan capital and interest receipts and payments will be in accordance with the current loan agreements for the remaining loan term.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
All turnover, in both the current and prior periods, arose within the United Kingdom and from the Company's principal activity.
The corporation tax rate will increase from 19% to 25% with effect from 1 April 2023. The management will continue to review the impact of this change on the underlying debtor and creditor loans.
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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GCP ROOFTOP SOLAR 6 PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
Profit and loss account
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