ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 11738688

EQUITIX GIRAFFE FINCO LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

EQUITIX GIRAFFE FINCO LIMITED

COMPANY INFORMATION

Directors	E Andrew
	J Sherman (resigned 16 December 2024)
	F Kron (appointed 16 December 2024, resigned 26 August 2025)
	M Bonner (appointed 26 August 2025)


Company secretary	T Deshore (appointed 25 June 2025)


Registered number	11738688


Registered office	Unit G1 Ash Tree Court
	Nottingham Business Park
	Nottingham
	NG8 6PY


Independent auditors	Ryecroft Glenton
	Chartered Accountants & Statutory Auditors
	32 Portland Terrace
	Newcastle upon Tyne
	Tyne & Wear
	NE2 1QP

EQUITIX GIRAFFE FINCO LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Income and Retained Earnings	7
Balance Sheet	8
Notes to the Financial Statements	9 - 14

EQUITIX GIRAFFE FINCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the Company is that of provision of finance to group companies.

Results and dividends

The profit for the year, after taxation, amounted to £470,211 (2023 - £379,506).

Dividends were paid amounting to £NIL (2023 - £NIL). The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

E Andrew

J Sherman (resigned 16 December 2024)

F Kron (appointed 16 December 2024, resigned 26 August 2025)

Directors' responsibilities statement

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 judgements and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.

Page 1

EQUITIX GIRAFFE FINCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Going concern

The directors consider that the Company has adequate resources to continue its operational existence for the foreseeable future, notwithstanding the fact that the Company had net liabilities of £2,289,835 (2023 - £2,760,046) at the year end. The basis of this expectation is because the Company's subsidiaries, Equitix Kessingland Limited and Equitix Wern Ddu Limited, have generated sufficient income to support its working capital. The projects are generating sufficient cash flows to meet their obligations when they fall due. The net liabilities position is due to a loan with the parent, from whom it is reliant on the support received. Whilst this loan is repayable on demand, the funds are from another loan held by the parent, on which repayments are not due until 2043. Furthermore, the Company may re-borrow parts of the facility if required. Therefore, the financial statements have been prepared on the assumption that the Company will continue as a going concern.
The group has entered into long-term contracts with both customers and suppliers, and after careful review of these contracts, the directors are confident that the group can operate as normal for at least the next twelve months from the date of approval of the financial statements. The directors have committed to carrying out regular reviews of the group's cash flows, and regular reviews of forecasts to monitor the ongoing situation.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Ryecroft Glenton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 29 September 2025 and signed on its behalf.

E Andrew

Director

Page 2

EQUITIX GIRAFFE FINCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE FINCO LIMITED

Opinion

We have audited the financial statements of Equitix Giraffe Finco Limited (the 'Company') for the year ended 31 December 2024, 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 3

EQUITIX GIRAFFE FINCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE FINCO LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Directors' Report for the financial year 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 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to 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.

Page 4

EQUITIX GIRAFFE FINCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE FINCO LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

The extent to which the audit was considered capable of detecting irregularities including fraud
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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including Companies Act 2006, taxation legislation, data protection, anti-bribery and environmental legislation;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where available; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

Page 5

EQUITIX GIRAFFE FINCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EQUITIX GIRAFFE FINCO LIMITED (CONTINUED)

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested journal entries to identify unusual transactions; and

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙reading the minutes of meetings of those charged with governance;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with HMRC where available.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they
may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Cameron (Senior Statutory Auditor)

for and on behalf of

Ryecroft Glenton

Chartered Accountants

Statutory Auditors

32 Portland Terrace

Newcastle upon Tyne

Tyne & Wear

NE2 1QP

29 September 2025

Page 6

EQUITIX GIRAFFE FINCO LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Administrative expenses		(5,020)	(9,300)
Operating loss		(5,020)	(9,300)
Income from fixed assets investments	6	2,150,000	2,059,000
Interest payable and similar expenses	7	(1,674,769)	(1,670,194)
Profit before tax		470,211	379,506
Profit after tax		470,211	379,506



Retained earnings at the beginning of the year	(2,760,146)	(3,139,652)
	(2,760,146)	(3,139,652)
Profit for the year	470,211	379,506
Retained earnings at the end of the year	(2,289,935)	(2,760,146)

The notes on pages 9 to 14 form part of these financial statements.

Page 7

EQUITIX GIRAFFE FINCO LIMITED

REGISTERED NUMBER: 11738688

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	9		20,894,689		20,894,689
			20,894,689		20,894,689
Current assets
Debtors: amounts falling due within one year	10	186,076		190,876
		186,076		190,876
Creditors: amounts falling due within one year	11	(23,370,600)		(23,845,611)
Net current liabilities			(23,184,524)		(23,654,735)
Total assets less current liabilities			(2,289,835)		(2,760,046)

Net liabilities			(2,289,835)		(2,760,046)

Capital and reserves
Called up share capital	100	100
Profit and loss account	(2,289,935)	(2,760,146)
	(2,289,835)	(2,760,046)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

E Andrew

Director

The notes on pages 9 to 14 form part of these financial statements.

Page 8

EQUITIX GIRAFFE FINCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Equitix Giraffe Finco Limited is a private company limited by shares incorporated in England and Wales, company number 11738688. The registered office is Unit G1 Ash Tree Court, Nottingham Business Park, Nottingham, NG8 6PY.

The principal activities of the Company are set out in the Directors' Report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Equitix Giraffe Holdco Limited as at 31 December 2024 and these financial statements may be obtained from The Registrar of
Companies, Crown Way, Cardiff, CF14 3UZ.

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EQUITIX GIRAFFE FINCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The directors consider that the Company has adequate resources to continue its operational existence for the foreseeable future, notwithstanding the fact that the Company had net liabilities of £2,289,835 (2023 - £2,760,046) at the year end. The basis of this expectation is because the Company's subsidiaries, Equitix Kessingland Limited and Equitix Wern Ddu Limited, have generated sufficient income to support its working capital. The projects are generating sufficient cash flows to meet their obligations when they fall due. The net liabilities position is due to a loan with the parent, from whom it is reliant on the support received. Whilst this loan is repayable on demand, the funds are from another loan held by the parent, on which repayments are not due until 2043. Furthermore, the Company may re-borrow parts of the facility if required. Therefore, the financial statements have been prepared on the assumption that the Company will continue as a going concern.
The group has entered into long-term contracts with both customers and suppliers, and after careful review of these contracts, the directors are confident that the group can operate as normal for at least the next twelve months from the approval of these financial statements. The directors have committed to carrying out regular reviews of the group's cash flows, and regular reviews of forecasts to monitor the ongoing situation.

2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less impairment.

2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.7

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 10

EQUITIX GIRAFFE FINCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet 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.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment
The Company assess at the reporting date whether there is an indication that the investments in subsidiaries may be impaired.
Determining whether the investments are impaired requires an estimation of the value in use of the cash generating units of the investments. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating units. There is no evidence of impairment.

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EQUITIX GIRAFFE FINCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditor for the audit of the Company's financial statements

5,020

4,800

Employees

During the year the Company had no employees, other than the directors (2023 - none).

6.	Income from investments
		2024	2023
		£	£

Dividends received from unlisted investments	2,150,000	2,059,000
	(2,150,000)	(2,059,000)

7.	Interest payable and similar expenses
		2024	2023
		£	£

	Interest payable to group undertakings	1,674,769	1,670,194
		1,674,769	1,670,194

Page 12

EQUITIX GIRAFFE FINCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Taxation

Profit on ordinary activities before tax

470,211

379,506

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	117,553	89,184
Effects of:
Utilisation of tax losses	419,947	394,681
Dividends from UK companies	(537,500)	(483,865)
Total tax charge for the year	-	-

9.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	20,894,689
	At 31 December 2024	20,894,689

The fixed asset investment consists of 100% of the issued share capital of Equitix Kessingland Limited and Equitix Wern Ddu Limited, which are both registered in England and Wales and have the same registered office as the company. The principal activity of both subsidiaries is the operation of wind farms.
Triodos Bank NV holds a fixed charge dated 13 February 2019 issued over the Company's assets or future assets in relation to the investments held.

Page 13

EQUITIX GIRAFFE FINCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	185,976	190,776
Called up share capital not paid	100	100
	186,076	190,876

11.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Amounts owed to group undertakings	23,365,580	23,840,811
Accruals and deferred income	5,020	4,800
	23,370,600	23,845,611

Inlcuded within amounts owed to group undertakings is a shareholder loan of £16,730,326 (2023 - £16,730,326) which bears an interest rate of 9% per annum, which is repayable on demand. There is also cumulative accrued interest on the balance of £751,458 (2023 - £1,390,836).
Also included within amounts owed to group undertakings are unsecured upstream loans of £2,284,004 and £2,762,717, which bear an interest rate of 3.33% per annum and 3.20% per annum respectively and are repayable on demand. There is also cumulative accrued interest on the balances of £303,221 (2023 - £226,713) and £351,932 (2023 - £263,525).

12.	Parent company

The Company's immediate parent company is Equitix Giraffe Holdco Limited, which is registered in England and Wales. This is the largest and smallest member of the group preparing consolidated financial statements. The financial statements can be obtained from Companies House.
The Company's ultimate parent and controlling entity is Equitix Fund V LP, a limited partnership registered in England and Wales.

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