REGISTERED NUMBER: 13278189 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Whirlbush Solar Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

N Papapetrou

E Pliakos

REGISTERED OFFICE:

4th Floor

361-373 City Road

London

EC1V 1LR

REGISTERED NUMBER:

13278189 (England and Wales)

AUDITORS:

S&W Audit

Northern Assurance Buildings

Albert Square

9/21 Princess Street

Manchester

M2 4DN

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of development of a solar farm.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N Papapetrou

E Pliakos

GOING CONCERN

As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation the Company remains to have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.

Financial risk management

The company is exposed to financial risks and the directors regularly reviews its financial exposure and seeks to limit the adverse effects on its financial performance by monitoring these risks.

- The company seeks to manage liquidity risks to ensure sufficient liquidity is available to meet foreseeable needs which includes placing reliance on other group entities.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

E Pliakos - Director

29 September 2025

Opinion

We have audited the financial statements of Whirlbush Solar Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (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 loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 this fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages two and three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations and unusual words;

- Testing income to third party confirmations and ensured that the income was complete; and

- Challenging assumptions and judgments made by management in their significant accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

Albert Square

9/21 Princess Street

Manchester

M2 4DN

29 September 2025

TURNOVER

3

1,077,622

-

Administrative expenses

620,823

(288,704

)

OPERATING PROFIT

456,799

288,704

Interest receivable and similar income

22,833

-

479,632

288,704

Interest payable and similar expenses

5

916,681

129,465

(LOSS)/PROFIT BEFORE TAXATION

6

(437,049

)

159,239

Tax on (loss)/profit

7

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(437,049

)

159,239

(LOSS)/PROFIT FOR THE YEAR

(437,049

)

159,239

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(437,049

)

159,239

FIXED ASSETS

Owned

Tangible assets

8

30,453,784

25,564,817

Right-of-use

Tangible assets

8, 12

2,127,810

2,122,164

32,581,594

27,686,981

CURRENT ASSETS

Debtors

9

326,664

2,017,184

Cash at bank

89,595

3,054,723

416,259

5,071,907

CREDITORS

Amounts falling due within one year

10

31,128,281

30,495,028

NET CURRENT LIABILITIES

(30,712,022

)

(25,423,121

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,869,572

2,263,860

CREDITORS

Amounts falling due after more than one year

11

2,159,812

2,117,051

NET (LIABILITIES)/ASSETS

(290,240

)

146,809

CAPITAL AND RESERVES

Called up share capital

13

10

10

Retained earnings

(290,250

)

146,799

SHAREHOLDERS' FUNDS

(290,240

)

146,809

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

E Pliakos - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

10

(12,440

)

(12,430

)

Changes in equity

Total comprehensive income

-

159,239

159,239

Balance at 31 December 2023

10

146,799

146,809

Changes in equity

Total comprehensive income

-

(437,049

)

(437,049

)

Balance at 31 December 2024

10

(290,250

)

(290,240

)

1.	STATUTORY INFORMATION

Whirlbush Solar Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements,estimates and assumptions about the impairments of fixed assets under construction. The estimates and underlying assumptions are reviewed on an ongoing basis and any adjustments felt necessary to the value of assets shown are recognised at the relevant reporting date.

Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents

amounts receivable for goods provided in the normal course or business, net of discounts, VAT and other sales-related taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter:

Plant and machinery: 40 years on a straight-line basis.

Right-of-use: Over the life of the lease

Tangible assets with finite useful lives are carried at cost less accumulated depreciation and accumulated impairment losses.

Plant and machinery previously related to costs incurred for the asset under construction which was reclassified in the year following completion of the asset.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Financial instruments

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash is represented by cash 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 cash with insignificant risk of change in value.

Going concern

As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation the Company remains to have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.

Borrowing costs

The borrowing costs incurred on the loans from fellow group companies are directly attributable to the fixed asset under construction and therefore 100% of the borrowing costs are capitalised to the asset up until construction was completed.

Decommissioning provision

At the end of the term, the Company is required to reinstate the Landlord's property to its original state. No provision has been included in the financial statements due to the uncertainty surrounding future costs of dismantling the asset.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Interest payable

782,238

-

IFRS16 interest

134,443

129,465

916,681

129,465

6.	(LOSS)/PROFIT BEFORE TAXATION

The loss before taxation (2023 - profit before taxation) is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Depreciation - owned assets

422,793

-

Depreciation - assets on hire purchase contracts or finance leases

55,634

35,588

Auditors' remuneration

6,925

6,200

Foreign exchange differences

80,603

(338,435

)

7.

TAXATION

No liability to UK corporation tax arose for the period ended 31 December 2024 nor for the year ended 31 December 2023. At the year end date tax losses totalled £14,256 (2023: £nil).

8.	TANGIBLE FIXED ASSETS

Short

Plant and

leasehold

machinery

Totals

£

£

£

COST

At 1 January 2024

2,157,752

25,564,817

27,722,569

Additions

61,280

5,311,760

5,373,040

At 31 December 2024

2,219,032

30,876,577

33,095,609

DEPRECIATION

At 1 January 2024

35,588

-

35,588

Charge for year

55,634

422,793

478,427

At 31 December 2024

91,222

422,793

514,015

NET BOOK VALUE

At 31 December 2024

2,127,810

30,453,784

32,581,594

At 31 December 2023

2,122,164

25,564,817

27,686,981

Plant and machinery relates to the costs incurred for the asset under construction which includes £895,321 of borrowing costs capitalised in the year. The borrowing costs have been capitalised up until the point construction is complete.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

144,908

-

Amounts owed by group undertakings

93,955

-

VAT

-

1,979,546

Prepayments

87,801

37,638

326,664

2,017,184

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

10,330,024

10,604,283

Amounts owed to group undertakings

18,703,047

16,864,437

VAT

62,990

-

IFRS16 liability < 1 year

15,158

13,920

Accrued expenses

2,017,062

3,012,388

31,128,281

30,495,028

The amounts owed to group undertakings are interest bearing and payable on demand.

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

IFRS16 liability 1-5 years

70,294

64,548

IFRS16 liability > 5 years

2,089,518

2,052,503

2,159,812

2,117,051

12.

LEASING

Right-of-use assets

Tangible fixed assets

31.12.24

31.12.23

£

£

COST

At 1 January 2024

2,157,752

-

Additions

61,280

2,157,752

2,219,032

2,157,752

DEPRECIATION

At 1 January 2024

35,588

-

Charge for year

55,634

35,588

91,222

35,588

NET BOOK VALUE

2,127,810

2,122,164

The Company entered into a lease agreement on 1 May 2023 in relation to development of land at Whirlbush Farm. Rent is payable of £145,657 per annum from May 2023 until November 2063. Total cash outflow of the lease payments will be £5,956,643 and interest is charged at 6%.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000

Ordinary

£0.01

10

10

14.	ULTIMATE PARENT COMPANY

Metlen Energy & Metals A.E (incorporated in Greece ) is regarded by the directors as being the company's ultimate parent company.

The immediate parent company is MYT UK Holdings 2 Ltd, a company incorporated in the UK.

The company's ultimate parent company is Metlen Energy & Metals A.E by virtue of its indirect interest in 100% of the shares.

Metlen Energy & Metals A.E is listed on the Athens and London Stock Exchange.

The registered address for Metlen Energy & Metals A.E is:

8 Artemidos Str.

Maroussi

15125 Athens.

The consolidated accounts for Metlen Energy & Metals A.E are publicly available from www.metlengroup.com.

15.	CAPITAL COMMITMENTS

At the end of the reporting period, the Company had capital commitments totalling £1,060,946 (2023: £13,028,983) related to the construction of a new solar farm. The commitment is expected to be fulfilled between one and five years.