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Registered number: 12120642
RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
COMPANY INFORMATION
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
CONTENTS
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Statement of Income and Retained Earnings
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Statement of Financial Position
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Notes to the Financial Statements
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements of Renewable Energy Income Partnership III B Holdings Limited (the 'Company') for the year ended 31 December 2022. This report has been prepared in accordance with the special provisions to small companies within Part 15 of the Companies Act 2006/section 415A.
Principal activity
The Company is a holding company for joint venture investments, of which the principal activity is the operation of renewable energy assets for the generation of power.
Results and dividends
The Company's profit for the year after taxation amounted to £1,449,415 (2021: £2,787,699 loss).
The directors do not propose the payment of a dividend.
The directors who served the Company during the year were as follows:
Directors' responsibilities statement
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The directors are responsible for preparing 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 judgments and accounting estimates that are reasonable and prudent; and
∙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.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The directors have also taken advantage of the small companies exemptions provided by section 414B of the Companies Act 2006 and have not prepared a strategic report.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
This report was approved by the board on 21 December 2023 and signed on its behalf.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Loss from investment disposal
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Interest receivable and similar income
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Interest payable and similar charges
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Profit/(loss) before taxation
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Taxation on profit/(loss)
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Profit/(loss) for the financial year
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Retained loss at the beginning of the year
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Retained loss at the end of the year
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All amounts relate to continuing activities.
The notes on pages 6 to 15 form part of these financial statements.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
REGISTERED NUMBER: 12120642
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Investments in joint ventures
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Trade and other receivables
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Total shareholders' deficit
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
REGISTERED NUMBER: 12120642
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2022
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to small companies within Part 15 of the Companies Act 2006 and in accordance with the provisions of Financial Reporting Standard 102, "The Financial Reporting Standards applicable in the United Kingdom and the Republic of Ireland" as amended by Section 1A "Small Entities".
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
21 December 2023.
The notes on pages 6 to 15 form part of these financial statements.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Renewable Energy Income Partnership III B Holdings Limited (the 'Company') is a private company, limited by shares, incorporated and domiciled in England, United Kingdom and registration number 12120642. The registered office is UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN.
The Company is a holding company for joint venture investments, of which the principal activity is the operation of renewable energy assets for the generation of power.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are prepared in Sterling which is the functional currency of all entities in the group and are rounded to the nearest £. All amounts in the Statement of Income and Retained Earnings related to continued operations. The Company has no items of other comprehensive income for the current year or preceding financial period. Therefore, no separate statement of other comprehensive income has been presented.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company holds investments in joint ventures and as such is not required by the Companies Act 2006 to prepared consolidated financial statements. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
The company has taken advantage of the exemption in Financial Reporting Standard 102, Section 7.1B from the requirement to produce a Statement of Cash Flows on the grounds that it is a small company.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Critical accounting judgments and estimation uncertainty
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting policies. It also requires management to excercise judgment in applying the Company accounting policies. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Critical judgments in applying the entity's accounting policies
The company has not made any critical judgments in applying the entity's accounting policies.
(b) Critical accounting estimates and assumptions
ROC Recycle Estimate
The Company's investments establish accrued income in respect of the ROC recycle based on production for the period and apply externally available best estimates for the expected ROC recycle price for the period which is outstanding. Any difference between the estimate and the actual ROC recycle price is taken as revenue in the period in which the ROC recycle price is confirmed.
Impairment of equity of investments
At each reporting date equity investments are assessed to determine whether there is an indication that the asset (or asset's cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset's cash generating unit) is compared to the carrying amount of the asset (or asset's cash generating unit).
The recoverable amount of the asset (or asset's cash generating unit) is the higher of the fair value less costs to sell and vale in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's (or asset's cash generating unit) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.
If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the Statement of Income and Retained Earnings, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess if recognised in the Statement of Income and Retained Earnings.
If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the Statement of Income and Retained Earnings.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis. The directors have prepared cashflow forecasts and reviewed capital requirements for the twelve months from the date of approving these financial statements, which the business can continue to trade for at least twelve months. Factors supporting the assessment are as follows:
∙The company owns investments in joint ventures which generate cashflows throughout the year.
∙All wind plants have Power and Energy Purchase Agreement (PPA) contracts which guarantee the electricity they produce a route to market for a period greater than 12 months from the date of approving these financial statements, and all solar plants have fixed pricing arrangements which, if called, provide a minimum price in that route to market for primary generation income.
∙The solar PV plants have Feed in Tarif (FiT) accredation, which is a 20-year government subsidy administered by Office of Gas and Electricity Markets (OFGEM) which guarantees a stream of revenue as long as the plants are generating electricity, at a price to be determined based on demand.
∙The wind plants have Renewable Obligation Certificate (ROC) accreditation, which is 20-year government subsidy administered by Office of Gas and Electricity (OFGEM) which guarantees a stream of revenue as long as as the plants are generating electricity, at a price to be determined based on demand.
∙The Group's cashflow forecasts have utilised forward pricing curves and the directors have applied sensitivies and considered debt repayments due over the next 12 months.
∙As a result, the current assessment of the COVID-19 pandemic is that it will not adversely affect cashflows to the extent that the Group is not a going concern.
Equity investments in joint ventures are measured at cost less accumulated impairment losses. On disposal of equity investments, the difference between net disposal proceedings and the carrying amount of the investments is taken into the Statement of Income and Retained Earnings.
Joint ventures are entities over which the Company has contractual arrangements to jointly share the control with one or more parties.
Costs directly attributable to an investment in joint ventures are included as part of the cost of the investment in joint ventures.
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.
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Cash and cash equivalents
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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.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds.
The Company has chosen to adopt both Section 11 and 12 of FRS 102, in full, in respect of its financial instruments.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.
Basic financial asssets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost.
At the end of each reporting year 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 assets' original effective interest rate. The impairment loss is recognised in the Statement of income and retained earnings.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Statement of income and retained earnings.
Financial assets are derecognised when (i) the contractual rights to the cashflows from the asset expire or are settled, or (ii) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (iii) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Basic financial liabilities, including trade and other payables and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is .an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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.
Finance costs are charged to the Statement of Income and Retained Earnings 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.
Interest income is recognised in the Statement of Income and Retained Earnings using the effective interest method.
Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively. Current or deferred taxation assets and liabilities are not discounted.
(i) Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the period or prior periods. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.
(ii) Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
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Employees and directors' remuneration
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The Company has no employees other than the directors, who did not receive any remuneration (2021 - £NIL).
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Page 10
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in joint ventures
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At 1 January 2022 (as restated)
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The Directors believe that the carrying value of the investments. is supported by their underlying net assets. The joint ventures of the Company as at 31 December 2022 are listed below:
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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The following were joint ventures of the Company:
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Burton Wold Wind Farm South Limited
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Wind electricity production
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Burton Wold Holdings Limited
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Muirhall WF Extension 1 Ltd
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Wind electricity production
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Muirhall Holdings Limited
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Yorkshire Wind Power Holdings Limited
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Yorkshire Windpower Limited
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Wind electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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Page 12
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Joint ventures (continued)
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Sunlight Technology Limited
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN
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Solar electricity production
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Loan to joint ventures bear interest of 6.5% and are repayable after more than five years.
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Prepayments and accrued income
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Amounts owed by joint ventures
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Included within prepayments and accrued income is £1,065,450 (2021: £744,035) relating to accrued interest on the loans to joint ventures.
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Page 13
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Included within accruals and deferred income is £915,366 (2021: £1,067,517) relating to interest payable on the loan notes due to parent undertakings.
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Creditors: Amounts falling due after more than one year
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Amounts owed to parent undertakings
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The amounts owed to parent undertakings are issued loan notes listed on The International Stock Exchange. The loan notes bear interest at 6.5% and are repayable after more than five years.
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Allotted, called up and fully paid
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100 (2021 - 100) Ordinary shares of £0.01 each
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Page 14
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RENEWABLE ENERGY INCOME PARTNERSHIP III B HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
During the year the Company identified that its accounting policy in respect of investments in joint ventures was not appropriately applied in accordance with the requirements of FRS102.
The Company's stated accounting policy is to recognise investments in joint ventures at cost less impairment. The Company's previous recognition basis was for initial recognition at cost, with subsequent measurement to include the Company's annual share of profits/losses and to also recognise an element of goodwill amortisation. The goodwill on which this amortisation was recognised was based on the difference between the cost of the investment in the joint venture and the joint venture's net assets at date of acquisition, spread over 20 years.
In accordance with the provisions of FRS102, this correction in accounting treatment, to appropriately apply the Company's accounting policy, has been applied retrospectively. Consequently, the previously reported results in the Statement of Income and Retained Earnings and Statement of Financial Position, for the year ended 31 December 2021, have been restated.
In the Statement of Income and Retained Earnings, share of profit/(loss) from joint ventures has been increased by £238,416 to £Nil, loss from investment disposal has been increased by £516,171 to £607,886, administrative expenses have decreased by £955,407 to £64,373. The overall impact is a decrease to the reported loss before, and after, tax of £677,652 to £2,110,047.
This prior year adjustment has also resulted in a decrease in the retained loss at the beginning of the prior year of £17,591 to £736,867.
In the Statement of Financial Position, cost of investments in joint ventures have increased by £276,829 and amortisation has been decreased by £418,414. The overall impact is an increase to the investment in joint ventures of £695,243 to £7,755,699.
The overall impact is a decrease to net liabilities by £695,243 to £2,846,913.
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Ultimate controlling party
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The Company's immediate and ultimate controlling party is Octopus Renewable Energy Income Partnership III B LP, a limited partnership formed in Jersey.
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