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Sulis MidCo 1 Limited
Annual Report and Consolidated Financial Statements
Period to 31 December 2024

Registration number: 15351445

Sulis MidCo 1 Limited

Contents

Company Information | 1
Directors' Report | 2
Statement of Directors' Responsibilities | 3
Independent Auditor's Report | 4 to 7
Consolidated Profit and Loss Account | 8
Consolidated Statement of Comprehensive Income | 9
Consolidated Balance Sheet | 10
Balance Sheet | 11
Consolidated Statement of Changes in Equity | 12
Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Notes to the Financial Statements | 15 to 28

Sulis MidCo 1 Limited

Company Information

Directors | Ms F M Button Mr M Ozersky Mr C D Bennett

Registered office | 35 and 35a The Maltings Lower Charlton Trading Estate Shepton Mallet Somerset BA4 5QE

Auditors | PKF Francis Clark Statutory AuditorCentenary House Peninsula Park Rydon Lane Exeter Devon EX2 7XE

Sulis MidCo 1 Limited

Directors' Report

Period from 14 December 2023 to 31 December 2024

The directors present their report and the for the period from 14 December 2023 to 31 December 2024.

Incorporation

The company was incorporated on 14 December 2023.

Directors of the group

The directors who held office during the period were as follows:

Ms F M Button (appointed 14 December 2023)

Mr G Phillips (appointed 14 December 2023 and ceased 31 January 2025)

The following directors were appointed after the period end:

Mr M Ozersky (appointed 31 January 2025)

Mr C D Bennett (appointed 31 January 2025)

Principal activity

The principal activity of the company is that of a holding company.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved by the Board on 27 June 2025 and signed on its behalf by:

......................................... Mr C D Bennett Director |  |

Sulis MidCo 1 Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 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 group and the company 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 and 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; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Sulis MidCo 1 Limited

Independent Auditor's Report to the Members of Sulis MidCo 1 Limited

Opinion

We have audited the financial statements of Sulis MidCo 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 14 December 2023 to 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the period 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 auditor 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 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 director's 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 group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.

Sulis MidCo 1 Limited

Independent Auditor's Report to the Members of Sulis MidCo 1 Limited

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent 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; or
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Sulis MidCo 1 Limited

Independent Auditor's Report to the Members of Sulis MidCo 1 Limited

Auditor’s 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 auditor’s 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:

Enquiring of management, including obtaining and reviewing supporting documentation, concerning the Company’s policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
• the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
Addressing the risk of management override of internal controls, including testing journal entries processed during the year and evaluating whether there was evidence of bias that represented a risk of material misstatement due to fraud; and
Considering the company’s compliance with laws and regulations that have a direct impact on the financial statements including, but not limited to, UK Company Law and UK Tax Legislation, and we considered the extent to which non-compliance might have a material effect on the company financial statements.
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations (discussed above);
• Discussed if any incidents have been reported during the year under The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (“RIDDOR”). We also reviewed accident records;
• Enquiring of management concerning actual and potential litigation and claims; and
• In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Sulis MidCo 1 Limited

Independent Auditor's Report to the Members of Sulis MidCo 1 Limited

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 auditor’s 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.

......................................
Tom Beable FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor
Centenary House
Peninsula Park
Rydon Lane
Exeter
Devon
EX2 7XE

27 June 2025

Sulis MidCo 1 Limited

Consolidated Profit and Loss Account

Year ended 31 December 2024

| Note | 2024 £ | Proforma 2023 £
Turnover | 3 | 1,490,857 | 87,247
Cost of sales |  | (467,757) | (40,247)
Gross profit |  | 1,023,100 | 47,000
Administrative expenses |  | (261,260) | (6,761)
Operating profit | 4 | 761,840 | 40,239
Other interest receivable and similar income |  | 296 | -
Interest payable and similar expenses | 7 | (964,369) | -
(Loss)/profit before tax |  | (202,233) | 40,239
Tax on (loss)/profit | 8 | 48,612 | (27,132)
(Loss)/profit for the financial period |  | (153,621) | 13,107
Profit/(loss) attributable to: |  |  |
Owners of the company |  | (153,621) | 13,107

The above results were derived from continuing operations.

Sulis MidCo 1 Limited

Consolidated Statement of Comprehensive Income

Year Ended 31 December 2024

| 2024 £ | Proforma 2023 £
(Loss)/profit for the period | (153,621) | 13,107
Foreign currency translation gains | 66,400 | 23,263
Total comprehensive income for the period | (87,221) | 36,370
Total comprehensive income attributable to: |  |
Owners of the company | (87,221) | 36,370

Sulis MidCo 1 Limited

Consolidated Balance Sheet

31 December 2024

| Note | 2024 £ | Proforma 2023 £
Fixed assets |  |  |
Tangible assets | 9 | 94,838,001 | 25,376,023
Current assets |  |  |
Debtors | 11 | 1,574,319 | 474,814
Cash at bank and in hand |  | 6,315,136 | 15,101
|  | 7,889,455 | 489,915
Creditors: Amounts falling due within one year | 13 | (8,019,645) | (25,377,395)
Net current liabilities |  | (130,190) | (24,887,480)
Total assets less current liabilities |  | 94,707,811 | 488,543
Creditors: Amounts falling due after more than one year | 13 | (93,627,201) | -
Provisions for liabilities | 16 | (1,131,490) | (452,202)
Net (liabilities)/assets |  | (50,880) | 36,341
Capital and reserves |  |  |
Called up share capital | 17 | 1 | 1
Profit and loss account |  | (50,881) | 36,340
Equity attributable to owners of the company |  | (50,880) | 36,341
Shareholders' (deficit)/funds |  | (50,880) | 36,341

Approved and authorised by the Board on 27 June 2025 and signed on its behalf by:

Mr C D Bennett Director |  |

Company Registration Number: 15351445

Sulis MidCo 1 Limited

Balance Sheet

31 December 2024

| Note | 2024 £
Fixed assets |  |
Investments and amounts owed from group undertakings | 10 | 86,535,210
Current assets |  |
Debtors | 11 | 3,257,469
Cash at bank and in hand |  | 4,391,284
|  | 7,648,753
Creditors: Amounts falling due within one year | 13 | (870,328)
Net current assets |  | 6,778,425
Total assets less current liabilities |  | 93,313,635
Creditors: Amounts falling due after more than one year | 13 | (93,627,201)
Provisions for liabilities | 16 | 4,824
Net liabilities |  | (308,742)
Capital and reserves |  |
Called up share capital | 17 | 1
Profit and loss account |  | (308,743)
Shareholders' deficit |  | (308,742)

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial period of £308,743.

Approved and authorised by the Board on 27 June 2025 and signed on its behalf by:

Mr C D Bennett Director |  |

Company Registration Number: 15351445

Sulis MidCo 1 Limited

Consolidated Statement of Changes in Equity

Year Ended 31 December 2024

| Share capital £ | Profit and loss account £ | Total equity £
At 1 January 2024 - Proforma | 1 | 36,340 | 36,341
Loss for the period | - | (153,621) | (153,621)
Other comprehensive income | - | 66,400 | 66,400
Total comprehensive income | - | (87,221) | (87,221)
At 31 December 2024 | 1 | (50,881) | (50,880)

| Share capital £ | Profit and loss account £ | Total equity £
At 1 January 2023 - Proforma | - | (30) | (30)
Profit for the period | - | 13,107 | 13,107
Other comprehensive income - foreign currency translation | - | 23,263 | 23,263
Total comprehensive income | - | 36,370 | 36,370
New share capital subscribed | 1 | - | 1
At 31 December 2023 - Proforma | 1 | 36,340 | 36,341

Sulis MidCo 1 Limited

Statement of Changes in Equity

Period from 14 December 2023 to 31 December 2024

| Share capital £ | Profit and loss account £ | Total £
Loss for the period | - | (308,743) | (308,743)
New share capital subscribed | 1 | - | 1
At 31 December 2024 | 1 | (308,743) | (308,742)

Sulis MidCo 1 Limited

Consolidated Statement of Cash Flows

Year Ended 31 December 2024

| Note | 2024 £ | Proforma 2023 £
Cash flows from operating activities
(Loss)/profit for the period |  | (153,621) | 13,107
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 257,830 | -
Finance income |  | (296) | -
Finance costs | 7 | 964,369 | -
Income tax expense | 8 | (48,612) | 27,132
Foreign exchange gains/losses |  | 306,385 | 23,263
|  | 1,326,055 | 63,502
Working capital adjustments |  |  |
Increase in trade debtors | 11 | (1,099,505) | (474,814)
Increase in trade creditors | 13 | 828,989 | 25,612,365
Cash generated from operations |  | 1,055,539 | 25,201,053
Income taxes paid | 8 | (148,330) | -
Net cash flow from operating activities |  | 907,209 | 25,201,053
Cash flows from investing activities |  |  |
Interest received |  | 296 | -
Acquisitions of tangible assets |  | (66,263,614) | (25,185,953)
Net cash flows from investing activities |  | (66,263,318) | (25,185,953)
Cash flows from financing activities |  |  |
Interest paid | 7 | (1,378,416) | -
Proceeds from issue of ordinary shares, net of issue costs |  | - | 1
Proceeds from bank borrowing draw downs |  | 47,889,052 | -
Proceeds from other borrowing draw downs |  | 25,145,508 | -
Net cash flows from financing activities |  | 71,656,144 | 1
Net increase in cash and cash equivalents |  | 6,300,035 | 15,101
Cash and cash equivalents at 1 January |  | 15,101 | -
Cash and cash equivalents at 31 December |  | 6,315,136 | 15,101

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
35 and 35a The Maltings
Lower Charlton Trading Estate
Shepton Mallet
Somerset
BA4 5QE
United Kingdom

These financial statements were authorised for issue by the Board on 27 June 2025.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
A Group reconstruction, which complies with the criteria set out in Section 19 of FRS102, was undertaken during the period. The company, and its immediate parent undertaking, were incorporated on 14 December 2023. The company’s immediate parent undertaking is owned wholly by BSR Group Holdings Limited. Certain subsidiary undertakings, previously owned by other subsidiary companies of BSR Group Holdings Limited, were transferred to the company for their book value, which in some instances also reflected the fair value. As such no merger reserve was created on the group reorganisation. The ultimate control of these subsidiaries has not changed as part of this transaction. The subsidiaries that formed part of this group reorganisation were as follows:
• Aller Langport Solar Park Limited
• Rampisham Woods Solar Park Limited
• Whaddon Farm Solar Park Limited
• Preston Farm Solar Park Limited
• Kerang Solar Plant PTY Limited

These subsidiaries report to 31 December each year.
As a result of the reorganisation, these financial statements have been prepared under merger accounting principles as if the group had always existed for both the current and previous financial year. The comparative information in the group financial statements and associated notes are proforma comparatives (and have been labelled as such) based on the group results for the year to 31 December 2023. The current period within the group financial statements represents the period from 1 January 2024 to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Going concern

The financial statements have been prepared on a going concern basis.
In making their going concern assessment, the directors have obtained confirmation that the ultimate parent undertaking, who is in turn reliant on their principal shareholder for financial support during their investment phase, will continue to provide financial and non financial support to the group for the foreseeable future, being at least 12 months from approval of the financial statements.
The directors have obtained confirmation that the amounts due to group companies will only be called in when there are sufficient funds to do so and not in detriment to third party creditors.
The directors have also considered the ability of the ultimate parent undertaking and other group companies ability to provide financial and non financial support for the foreseeable future.
As such, the directors believe that the going concern basis to be appropriate.

Key sources of estimation uncertainty and judgements

Decommissioning provisions - At the end lease term, the group are required to reinstate the land occupied to its original state. The Directors take into account the future expected costs of dismantling the solar parks, less any residual value attached to the equipment.
Impairment of operational and solar parks under construction - The Directors review for signs of impairment in relation to the operational and solar parks under construction. The Directors will assess the present value of future expected cashflows against the carrying value of the assoicated assets. No impairment has been recorded in the year.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale electricity in the ordinary course of the group’s activities. Turnover is shown net of value added tax.
The group recognises revenue when the electricity is generated based on the terms of contracts in place.

Finance costs

Finance costs are included within the cost of fixed assets where they directly relate to a project under construction. These finance costs are only included wihtin fixed assets during the construction phase. Once construction is complete, finance costs are subsequently charged to the Consolidated Income Statement using the effective interest rate method.
Finance costs relating to non site specific borrowings are charged to the Consolidated Income Statement over the term of the debt using the effective interest rate method.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Operational solar parks | Over the life of the lease on the land they occupy
Solar parks under construction | Depreciation commences when operational

Investments

Investments in subsidiaries are stated at cost less provision for impairment.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Financial instruments

Classification
The company holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Short term balances with group undertakings;
• Borrowings with group undertakings;
• Bank loans;
• Interest rate swaps; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans and borrowings with group undertakings, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans and borrowings with group undertakings are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

3 | Turnover

The analysis of the group's Turnover for the period from continuing operations is as follows:

| 2024 £ | Proforma 2023 £
Generation of electricity | 1,490,857 | 87,247

100% of the group's turnover is generated in the UK (2023: 100%).

4 | Operating profit

Arrived at after charging/(crediting)

| 2024 £ | Proforma 2023 £
Depreciation expense | 257,830 | -

The auditor remuneration is borne by another group company, for which there is no specific recharge.

5 | Staff costs

The group or company do not emloyee any staff directly. Staff costs are borne by other group companies for which there is no specific recharge.

6 | Directors' remuneration

The Directors of the company are remunerated through other group companies, for which there is no specific recharge.

7 | Interest payable and similar expenses

| 2024 £ | Proforma 2023 £
Interest on bank borrowings | 302,482 | -
Interest payable on loans from group undertakings | 661,887 | -
| 964,369 | -

As per the accounting policy of the group, borrowing costs have been capitalised and included within qualifying assets (Solar parks under construction) where borrowings directly relate to an individual project. The capitalisation of borrowing costs cease once the construction phase is complete.
Interest costs of £2,819,949 (2023: Proforma - £nil) have been capitalised during the year.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

8 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2024 £ | Proforma 2023 £
Current taxation |  |
UK corporation tax | (98,091) | (235,000)
UK corporation tax adjustment to prior periods | 246,421 | -
| 148,330 | (235,000)
Deferred taxation |  |
Arising from origination and reversal of timing differences | (196,942) | 262,132
Tax (receipt)/expense in the income statement | (48,612) | 27,132

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 25%).
The differences are reconciled below:

| 2024 £ | Proforma 2023 £
(Loss)/profit before tax | (202,233) | 40,239
Corporation tax at standard rate | (50,558) | 10,060
Increase in UK and foreign current tax from adjustment for prior periods | 246,421 | -
Tax increase from effect of capital allowances and depreciation | 2,926 | 262,132
Tax decrease arising from group relief | - | (235,000)
Deferred tax expense from unrecognised tax loss or credit | 14,731 | -
Deferred tax credit from unrecognised temporary difference from a prior period | (262,132) | -
Tax decrease from other tax effects | - | (10,060)
Total tax (credit)/charge | (48,612) | 27,132

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Deferred tax

Group

Deferred tax assets and liabilities

2024 | Asset £ | Liability £
Fixed asset timing differences | - | 1,859,704
Tax losses carried forwards | 1,565,383 | -
Short term timing differences | 39,061 | -
| 1,604,444 | 1,859,704

2023 - Proforma | Asset £ | Liability £
Fixed asset timing differences | - | 452,202
| - | 452,202

Company

Deferred tax assets and liabilities

2024 | Asset £ | Liability £
Tax losses carried forwards | 4,824 | -
| 4,824 | -

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

9 | Tangible assets

Group

| Operational solar parks £ | Solar parks under construction £ | Total £
Cost or valuation
At 1 January 2024 - Proforma | - | 25,376,023 | 25,376,023
Additions | - | 69,959,793 | 69,959,793
Transfers between categories | 10,301,873 | (10,301,873) | -
Foreign exchange movements | - | (239,985) | (239,985)
At 31 December 2024 | 10,301,873 | 84,793,958 | 95,095,831
Depreciation
At 1 January 2024 - Proforma | - | - | -
Charge for the period | 257,830 | - | 257,830
At 31 December 2024 | 257,830 | - | 257,830
Carrying amount
At 31 December 2024 | 10,044,043 | 84,793,958 | 94,838,001
At 31 December 2023 - Proforma | - | 25,376,023 | 25,376,023

10 | Investments

Company

| 2024 £
Investments in subsidiaries | 2,611,610
Fixed asset group loan | 83,923,600
| 86,535,210

As described in the accounting policies, a group reconstruction occurred during the period whereby investments in subsidiary undertakings were acquired by the company from other group entities for book value, which in some instances reflected the fair value, of the investments. There was no change in ultimate ownership as part of this group reorganisation. The investments balance recognised in the company accounts reflects the consideration paid to other group companies in exchange for the investments in these companies, which was equal to book value previously recognised in each entity.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Fixed asset group loan

| £
Cost
At 14 December 2023 | -
Additions | 83,923,600
At 31 December 2024 | 83,923,600

During the period the company issued loans to subsidiary undertakings.
The loans are compounding and attract interest at a rate of SONIA plus a margin of 3%.

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking |  | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Aller Langport Solar Park Limited |  | Ordinary shares | 100% | 0%
Rampisham Woods Solar Park Limited |  | Ordinary shares | 100% | 0%
Whaddon Farm Solar Park Limited |  | Ordinary shares | 100% | 0%
Preston Farm Solar Park Limited |  | Ordinary shares | 100% | 0%
Sulis HoldCo PTY Limited |  | Ordinary shares | 100% | 0%
Kerang Solar Plant PTY Limited* |  | Ordinary shares | 100% | 0%

* Held indirectly via Sulis HoldCo PTY Limited.
All subsidiary undertakings are registered in England and Wales and have the same registered office as the company, except for Sulis HoldCo PTY Limited and Kerang Solar Plant PTY Limited, both of which are registered in Austrlia and have a registered office of Level 8, 1 O'Connell Street, Sydney, NSW 2000.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

11 | Debtors

| Group | Company
| 2024 £ | Proforma 2023 £ | 2024 £
Trade debtors | 4,171 | 34,720 | -
Amounts owed by group undertakings | 523,923 | 174,746 | 3,218,970
Other debtors | 631,567 | 196,481 | 1
Prepayments | 414,658 | 68,867 | 38,498
| 1,574,319 | 474,814 | 3,257,469

12 | Cash and cash equivalents

| Group | Company
| 2024 £ | Proforma 2023 £ | 2024 £
Cash at bank | 6,315,136 | 15,101 | 4,391,284

13 | Creditors

|  | Group | Company
| Note | 2024 £ | Proforma 2023 £ | 2024 £
Due within one year |  |  |  |
Trade creditors |  | 460,406 | 1,664 | -
Amounts due to group undertakings | 19 | 7,421,061 | 25,361,379 | 866,459
Social security and other taxes |  | 28,996 | - | 2,538
Other creditors |  | 110 | 57 | 110
Accruals |  | 109,072 | 14,295 | 1,221
|  | 8,019,645 | 25,377,395 | 870,328
Due after one year |  |  |  |
Loans and borrowings | 14 | 93,627,201 | - | 93,627,201

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

14 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 2024 £ | Proforma 2023 £ | 2024 £
Bank borrowings | 47,889,052 | - | 47,889,052
Loans due to group undertakings | 45,738,149 | - | 45,738,149
| 93,627,201 | - | 93,627,201

Bank borrowings are due for repayment in full in March 2029 and carry an interest rate of 1.7% plus SONIA. The borrowings are secured against all fixed assets.
Borrowings due to group undertakings are due for repayment 5 years from drawdown and carry an interest rate of 3% plus SONIA. The borrowings are unsecured.

15 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2024 £ | Proforma 2023 £
Not later than one year | 348,955 | 82,946
Later than one year and not later than five years | 1,395,819 | 331,785
Later than five years | 9,553,146 | 1,647,697
| 11,297,920 | 2,062,428

The amount of non-cancellable operating lease payments recognised as an expense during the period was £251,471 (2023 (Proforma)- £52,209).

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

16 | Provisions for liabilities

Group

| Deferred tax £ | Decommissioning provision £ | Total £
At 31 December 2023 (Proforma) | 452,202 | - | 452,202
Additional provisions | - | 876,230 | 876,230
Increase (decrease) in existing provisions | (196,942) | - | (196,942)
At 31 December 2024 | 255,260 | 876,230 | 1,131,490

Company

| Deferred tax £ | Total £
Additional provisions | (4,824) | (4,824)
At 31 December 2024 | (4,824) | (4,824)

17 | Share capital

Allotted, called up and fully paid shares

| 31 December 2024 | 31 December 2023
| No. | £ | No. | £
Ordinary shares of £1 each | 1 | 1 | 1 | 1

18 | Non adjusting events after the financial period

Since the balance sheet date the group have re-financed the bank borrowings included on the balance sheet. The group has also secured further significant borrowings to partially fund the construction of renewable energy assets. As a result, there has been a further group reorganisation since the balance sheet date on 6 June 2025 whereby the ownership of Juno 1 Limited was transferred to the company for book value from a wider group company. Juno 1 Limited is an intermediate holding company. The ownership of Dengie Solar Park Limited, Town Farm Lane Solar Park Limited, Coldharbour Farm Solar Park Limited, World's End Solar Park Limited, North Dairy Farm Solar Park Limited and Knowl Green Solar Park Limited has been transferred to Juno 1 Limited from other wider group entities, at book value since the since the balance sheet date on 6 June 2025. The ownership of Juno 2 Limited has also been transferred at book value to the company from a wider group entity since the balance sheet date on 6 June 2025. Juno 2 Limited acquired the entire share capital of Little Crow Renewables Limited on 17 March 2025 for initial consideration of £23,548,171.

Sulis MidCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

19 | Related party transactions

The Group and Company have taken advantage of the exemption under FRS102 not to disclose transactions with wholly owned group companies.

20 | Analysis of changes in net debt

Group

| At 1 January 2024 (Proforma) £ | Financing cash flows £ | Other non-cash changes £ | At 31 December 2024 £
Cash and cash equivalents |  |  |  |
Cash | 15,101 | 6,300,035 | - | 6,315,136
Borrowings |  |  |  |
Bank borrowings | - | (47,889,052) | - | (47,889,052)
Borrowings from group undertakings | - | (43,332,247) | (2,405,902) | (45,738,149)
| - | (91,221,299) | (2,405,902) | (93,627,201)
| 15,101 | (84,921,264) | (2,405,902) | (87,312,065)

Other non cash changes relate to unpaid interest which is rolled up and added to the borrowings.

21 | Parent and ultimate parent undertaking

The immediate parent company is Sulis TopCo Limited, a company registered in England & Wales.
The ultimate parent company is Owl Topco 1 Limited, a company registered in England & Wales.
The largest group in which the results of the company are consolidated is that headed by Owl Topco 1 Limited, a company registered in England & Wales. Copies of the publicly available consolidated financial statements may be obtained from the Registrar of Companies.
The directors do not consider there to be any individual who has ultimate control.