Owl TopCo 1 Limited - Period Ending 2024-12-31

Owl TopCo 1 Limited

Annual Report and Consolidated Financial Statements
Year Ended 31 December 2024

Registration number: 14090847

Owl TopCo 1 Limited

Contents

Company Information	1
Strategic Report	2 to 3
Directors' Report	4
Statement of Directors' Responsibilities	5
Independent Auditor's Report	6 to 9
Consolidated Profit and Loss Account	10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12
Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Notes to the Financial Statements	17 to 42

Owl TopCo 1 Limited

Company Information

Directors

Ms F Button

Mr T Humpage

Mr P Leveque

Mr J Sousselier

Mr J Ylänen

Mr G C D'Egremont

Mr R Squires

Registered office

35 - 35A The Maltings
Lower Charlton Trading Estate
Shepton Mallet
Somerset
United Kingdom
BA4 5QE

Auditors

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

Owl TopCo 1 Limited

Strategic Report

Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the group is the development, design, supply and construction of solar and energy storage projects and systems, and the operation and maintenance of solar and energy storage plants.

Fair review of the business

The Group has continued to invest heavily in the future of the business through the continued development of an extensive pipeline of solar and battery storage projects. This extensive pipeline is key for 2025 and beyond as we transition to a full Independent Power Producer (IPP).

The focus of activities for 2025 and beyond will be as follows:

- Development of energy infrastructure projects in the UK and Australia specialising in large scale solar and energy storage projects,

- EPC activity on solar and energy storage plants in the UK and Australia,

- Owning and operating solar and energy storage plants in the UK and Australia,

- Providing first class O&M services to maximise the longevity and efficiencies of solar and energy storage plants for clients and BSR owned assets.

In addition to the above activities, the Group will continue to put ESG matters at the forefront of decision-making, ensuring we go above and beyond what is required across all of our projects.

The Group has invested heavily in its EPC UK and EPC Australia areas of the business ahead of building out its respective pipelines. The result of this focus on core activities is the recognition of a Loss for the year before tax and interest of £19.7m (2023: loss of £12.7m). In 2024 there has been particular attention on the Group becoming an IPP, which will present further growth in long term profits and operational assets held on its own balance sheet.

The Group adopts the 'Everyone, Safe, Always' mantra across all areas of the business from those working on site to those working in the office. The focus on health and safety is key in safeguarding the business, our employees, our subcontractors, our customers, and the public.

The Group has invested significant time and resources to ensure that our processes are as robust as they can be. We currently hold accreditations for ISO 9001 Quality Management, ISO 14001 Environmental Management Systems, ISO 45001 Occupational Health and Safety and ISO 50001 Energy Management. We continually strive to improve our processes.

Key performance indicators

Overall the above activities generated revenues of £3.2m (2023 £1.8m). From a balance sheet perspective, the net asset position of the Group was £99.5m (2023 £76.4m) and the Group has net cash balances of £19.5m (2023 £11.6m) at 31 December 2024. The work undertaken during the period gives the Group a strong foundation for increased levels of activity in 2025 in the UK and Australia

Owl TopCo 1 Limited

Strategic Report

Year Ended 31 December 2024

Principal risks and uncertainties

Operating risks
The key operating risk in 2025 is further changes in the UK, Australia and European regulatory regime which impact the solar and energy storage markets.

Financial risks
The main financial risk is the availability of funding and working capital to finance growth.

Price risk
The Group is exposed to fluctuations in the market prices of goods and services. The Group is proactive in its approach to managing these costs through strong relationships with suppliers and the regular reviewing of costs against budget.

Credit risk
The Group takes all necessary precautions before offering or continuing to offer credit terms to any new and existing customers. All new customers must meet the Group's stringent criteria prior to credit terms being offered. The Group utilise credit reports from reputable credit reference agencies along with industry knowledge and experience to assist in the decision-making process. The credit terms of existing customers are monitored and reviewed on a regular basis with specific consideration given to past trading experience, credit report updates and industry knowledge.

Foreign exchange risk
The Group carries out transactions in foreign currencies and reviews each transaction on a case-by-case basis.

Interest rate risk
The Group's exposure to interest rate risk in the current period has increased as the Group has taken on third-party interest-bearing debt. The Group ensures it takes all necessary steps to keep interest rate risk as low as possible through the detailed consideration and implementation of interest hedging instruments. The fair value of such instruments at the balance sheet date were not material.

Approved and authorised by the Board on 23 September 2025 and signed on its behalf by:

.........................................
Mr T Humpage
Director

Owl TopCo 1 Limited

Directors' Report

Year Ended 31 December 2024

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

Directors of the group

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

Ms F Button

Mr T Humpage

Mr P Leveque

Mr J Sousselier

Mr J Ylänen

Mr G C D'Egremont (appointed 8 April 2024)

Mr R Squires (appointed 8 April 2024)

Financial instruments

Objectives and policies

The group’s principal financial instruments comprise short term trade and other debtors and creditors, balances with group undertakings including shareholder loans, and cash and bank balances. The main financial risks that arise from day-to-day activities are discussed above in the Strategic report.

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.

Approved and authorised by the Board on 23 September 2025 and signed on its behalf by:

.........................................
Mr T Humpage
Director

Owl TopCo 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.

Owl TopCo 1 Limited

Independent Auditor's Report to the Members of Owl TopCo 1 Limited

Opinion

We have audited the financial statements of Owl TopCo 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 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, 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 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 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.

Owl TopCo 1 Limited

Independent Auditor's Report to the Members of Owl TopCo 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have 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 Strategic Report and 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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.

Owl TopCo 1 Limited

Independent Auditor's Report to the Members of Owl TopCo 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.

Owl TopCo 1 Limited

Independent Auditor's Report to the Members of Owl TopCo 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

25 September 2025

Owl TopCo 1 Limited

Consolidated Profit and Loss Account

Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	3	3,188,746	1,805,671
Cost of sales		(4,431,998)	(2,873,780)
Gross loss		(1,243,252)	(1,068,109)
Administrative expenses		(12,256,464)	(8,599,895)
Foreign currency gains / (losses)		(2,940,129)	(683,616)
Depreciation and amortisation		(3,210,814)	(2,308,510)
Operating loss	4	(19,650,659)	(12,660,130)
Other interest receivable and similar income		809	87
Interest payable and similar expenses	8	(257,029)	(3,270)
		(256,220)	(3,183)
Loss before tax		(19,906,879)	(12,663,313)
Tax on loss	9	2,250,858	694,652
Loss for the financial year		(17,656,021)	(11,968,661)
Loss attributable to:
Owners of the company		(17,656,021)	(11,968,661)

Owl TopCo 1 Limited

Consolidated Statement of Comprehensive Income

Year Ended 31 December 2024

	2024 £	2023 £
Loss for the year	(17,656,021)	(11,968,661)
Foreign currency translation gains	1,235,009	394,746
Total comprehensive income for the year	(16,421,012)	(11,573,915)
Total comprehensive income attributable to:
Owners of the company	(16,421,012)	(11,573,915)

Owl TopCo 1 Limited

Consolidated Balance Sheet

31 December 2024

	Note	2024 £	2023 £
Fixed assets
Deferred tax	9	5,898,520	3,913,639
Intangible assets	10	22,753,051	19,721,729
Tangible assets	11	89,923,608	25,577,071
		118,575,179	49,212,439
Current assets
Stocks	13	12,935,206	10,620,270
Debtors	14	11,731,309	11,238,799
Cash at bank and in hand		19,468,930	11,566,448
		44,135,445	33,425,517
Creditors: Amounts falling due within one year	16	(8,410,476)	(5,805,187)
Net current assets		35,724,969	27,620,330
Total assets less current liabilities		154,300,148	76,832,769
Creditors: Amounts falling due after more than one year	16	(53,956,780)	(195,669)
Provisions for liabilities	19, 9	(876,230)	(262,132)
Net assets		99,467,138	76,374,968
Capital and reserves
Called up share capital	21	12,949,448	8,999,444
Share premium reserve	27	115,367,724	79,804,546
Capital redemption reserve	27	1	1
Other reserves	27	1,519,766	1,519,766
Profit and loss account	27	(30,369,801)	(13,948,789)
Equity attributable to owners of the company		99,467,138	76,374,968
Shareholders' funds		99,467,138	76,374,968

Approved and authorised by the Board on 23 September 2025 and signed on its behalf by:

.........................................
Mr T Humpage
Director

Company Registration Number: 14090847

Owl TopCo 1 Limited

Balance Sheet

31 December 2024

	Note	2024 £	2023 £
Fixed assets
Investments	12	240,034	1
Debtors	14	145,031,569	96,916,632
		145,271,603	96,916,633
Current assets
Cash at bank and in hand		37,850	74,959
Creditors: Amounts falling due within one year	16	(3,333,968)	(1,228,112)
Net current liabilities		(3,296,118)	(1,153,153)
Total assets less current liabilities		141,975,485	95,763,480
Creditors: Amounts falling due after more than one year	16	(240,033)	-
Net assets		141,735,452	95,763,480
Capital and reserves
Called up share capital	21	12,949,448	8,999,444
Share premium reserve	27	115,367,724	79,804,546
Capital redemption reserve	27	1	1
Other reserves	27	1,519,766	1,519,766
Profit and loss account	27	11,898,513	5,439,723
Shareholders' funds		141,735,452	95,763,480

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 profit after tax for the financial year of £6,458,790 (2023 - profit of £3,993,332).

Approved and authorised by the Board on 23 September 2025 and signed on its behalf by:

.........................................
Mr T Humpage
Director

Company Registration Number: 14090847

Owl TopCo 1 Limited

Consolidated Statement of Changes in Equity

Year Ended 31 December 2024

	Share capital £	Share premium £	Capital redemption reserve £	Other reserves £	Profit and loss account £	Total £
At 1 January 2024	8,999,444	79,804,546	1	1,519,766	(13,948,789)	76,374,968
Loss for the year	-	-	-	-	(17,656,021)	(17,656,021)
Other comprehensive income	-	-	-	-	1,235,009	1,235,009
Total comprehensive income	-	-	-	-	(16,421,012)	(16,421,012)
New share capital subscribed	3,950,004	35,563,178	-	-	-	39,513,182
At 31 December 2024	12,949,448	115,367,724	1	1,519,766	(30,369,801)	99,467,138

Share capital
£

Share premium
£

Capital redemption reserve
£

Other reserves
£

Profit and loss account
£

Total
£

At 1 January 2023

4,749,445

41,554,546

-

1,519,766

(2,374,873)

45,448,884

Loss for the year

-

-

-

-

(11,968,661)

(11,968,661)

Other comprehensive income

-

-

-

-

394,746

394,746

Total comprehensive income

-

-

-

-

(11,573,915)

(11,573,915)

New share capital subscribed

4,250,000

38,250,000

-

-

-

42,500,000

Purchase of own share capital

(1)

-

1

-

(1)

(1)

At 31 December 2023

8,999,444

79,804,546

1

1,519,766

(13,948,789)

76,374,968

The notes on pages 17 to 42 form an integral part of these financial statements.

Page 14

Owl TopCo 1 Limited

Statement of Changes in Equity

Year Ended 31 December 2024

	Share capital £	Share premium £	Capital redemption reserve £	Other reserves £	Profit and loss account £	Total £
At 1 January 2024	8,999,444	79,804,546	1	1,519,766	5,439,723	95,763,480
Profit for the year	-	-	-	-	6,458,790	6,458,790
New share capital subscribed	3,950,004	35,563,178	-	-	-	39,513,182
At 31 December 2024	12,949,448	115,367,724	1	1,519,766	11,898,513	141,735,452

Share capital
£

Share premium
£

Capital redemption reserve
£

Other reserves
£

Profit and loss account
£

Total
£

At 1 January 2023

4,749,445

41,554,546

-

1,519,766

1,446,392

49,270,149

Profit for the year

-

-

-

-

3,993,332

3,993,332

New share capital subscribed

4,250,000

38,250,000

-

-

-

42,500,000

Purchase of own share capital

(1)

-

1

-

(1)

(1)

At 31 December 2023

8,999,444

79,804,546

1

1,519,766

5,439,723

95,763,480

The notes on pages 17 to 42 form an integral part of these financial statements.

Page 15

Owl TopCo 1 Limited

Consolidated Statement of Cash Flows

Year Ended 31 December 2024

	Note	2024 £	2023 £
Cash flows from operating activities
Loss for the year		(17,656,021)	(11,968,661)
Adjustments to cash flows from non-cash items
Depreciation and amortisation	4	3,210,814	2,308,510
Finance income		(809)	(87)
Finance costs	8	257,029	3,270
Income tax credit	9	(2,250,858)	(694,652)
Foreign exchange gains/losses		1,476,507	394,842
		(14,963,338)	(9,956,778)
Working capital adjustments
Increase in stocks	13	(2,314,936)	(5,762,080)
(Increase)/decrease in trade debtors	14	(492,510)	58,856
Increase/(decrease) in trade creditors	16	2,614,293	(3,840,152)
Cash generated from operations		(15,156,491)	(19,500,154)
Income taxes received	9	3,845	-
Net cash flow from operating activities		(15,152,646)	(19,500,154)
Cash flows from investing activities
Interest received		809	87
Acquisitions of tangible assets		(62,843,620)	(18,160,314)
Acquisition of intangible assets	10	(329,090)	(193,657)
Acquisitions - including payments of deferred consideration	12	(5,364,757)	(2,611,300)
Cash acquired on business combinations		-	1,507
Net cash flows from investing activities		(68,536,658)	(20,963,677)
Cash flows from financing activities
Interest paid	8	(1,433,470)	(3,270)
Proceeds from issue of ordinary shares, net of issue costs		39,513,182	42,500,000
Payments for purchase of own shares		-	(1)
Proceeds from bank borrowing draw downs (less transaction fees)		47,889,052	-
Proceeds from draw down of other borrowing		5,648,789	-
Payments to finance lease creditors		(25,767)	(5,415)
Net cash flows from financing activities		91,591,786	42,491,314
Net increase in cash and cash equivalents		7,902,482	2,027,483
Cash and cash equivalents at 1 January		11,566,448	9,538,965
Cash and cash equivalents at 31 December		19,468,930	11,566,448

Owl TopCo 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 & Wales.

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

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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

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 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. The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

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.

Owl TopCo 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.

Since the acquisition of the group in 2022, the group have and are investing significantly in developing renewable projects with a view to hold these assets for the foreseeable future. Significant investment is being made in identifying potential development sites, supporting the planning process, the construction phase as well as operating and maintaining the assets. The projects being developed
require substantial capital spend.

As the group looks to scale operations during the investment phase, it is expected that the group will report losses. A loss after tax of £17,656,021 (2023: £11,968,661) has been reported for the year to 31 December 2024, which was in line with the directors’ expectation.

During this investment phase, the group are reliant on equity investment from the ultimate principal shareholder. The directors prepare detailed group cashflow forecasts which identify the timing and need for such equity drawdowns.

The directors have obtained confirmation from the principal shareholder that they will continue, and have the ability, to provide further equity drawdowns for the foreseeable future, being at least 12 months from approval of the financial statements, to enable the growth of the group, which will also cover further deferred consideration payments as required.

The directors have also secured additional loan and equity finance since the balance sheet date to fund certain capital projects and group operations, as disclosed in note 23 of the financial statements.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Judgements

The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.

Carrying value of work in progress work in progress
Work in progress includes costs associated with the development of solar parks. The directors assess the development costs based on a gate process, whereby each stage in the development cycle is required to go through a robust viability assessment. Certain development costs are incurred prior to planning permission being obtained on sites and are included within work in progress where the directors believe planning will be obtained, based on historical experience. Further to this certain costs incurred may be partially refundable in the event of a project not being taken forward.

Where planning is not expected to be obtained or the proposed development is not currently viable, the associated costs are provided against.

The total value of work in progress that is still subject to obtaining planning permission is £10,330,000. Included within this are specific sites for which the group has secured an option to lease the land, subject to planning permission being granted. The value of this work in progress amounted to £4,134,000. The directors consider the WIP to be recoverable based on historic experience. A provision of £2,362,000 has been recognised against work in progress at the balance sheet date, which has been recognised as an expense in the period.

Deferred tax assets - utilisation of historical tax losses
The group have taxable losses of £48,181,000 available to utilise in the future. The directors have exercised judgement in the level of taxable losses that they believe the group will be able to utilise in the future based on financial forecasts for solar park projects and the wider group’s activity. A deferred tax asset of £6,875,000 has been recognised in relation to these losses. A number of projects are expected to cover a significant period of time and as such the deferred tax asset has been treated as a non-current asset in the current year. The utilisation of the losses is heavily reliant on the climate and weather conditions within the UK over the medium to long term.

Provisions for decommissioning
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. The level of provision recorded in the financial statements is £876,230. The directors will continue to monitor the level of provision required based on market information.

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 associated assets. No impairment has been recorded in the year.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Revenue recognition

Turnover represents net sales during the year (excluding value added tax) adjusted for accrued and deferred income where applicable. Turnover is recognised when there is a commitment to transfer the significant risks and rewards of ownership to the customer for sales of goods. Sales of services is covered under contract revenue recognition below. Sales of electricity are recognised in the period in which it has been generated.

Contract revenue recognition

Long-term contracts are assessed on a contract by contract basis and are reflected in the Consolidated Income Statement by recording turnover and related costs as contract activity progresses based on the percentage completed. Where the outcome of each long-term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the Consolidated Income Statement as the difference between the reported turnover and related costs for that contract.

The completion stage of a contract is determined by reference percentage complete, which can be estimated based on the total costs incurred to date compared to the total expected costs to be incurred.

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.

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.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

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
Plant and Machinery	33% straight line
Operational solar parks	Over the life of the lease on the land they occupy
Solar parks under construction	Depreciation commences when operational

Solar parks are depreciated as soon as the they are fully commissioned and generating revenue.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Intangible assets are recorded at cost less accumulated amortisation and any provision for impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class	Amortisation method and rate
Goodwill	10% straight line
Software	20% straight line

Intangible assets are only amortised once the asset is complete and being utilised.

Investments

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

Stocks

Work in progress represents the cost of early stage solar park developments. Work in progress is valued at the lower of cost and net realisable value. Cost is based on the cost of purchase and, where relevent, absorbed overheads and staff costs. Net realisable value is based on estimated selling price less additional costs to completion and sale.

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 within 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.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

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.

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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Balances with group undertakings including shareholder loans;
• Bank borrowings; 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 borrowings and shareholder loans, 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 borrowings and shareholder loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

Turnover

The analysis of the group's Turnover for the year by market is as follows:

	2024 £	2023 £
UK	3,007,565	1,805,671
Rest of world	181,181	-
	3,188,746	1,805,671

4	Operating loss

Arrived at after charging/(crediting)

	2024 £	2023 £
Depreciation expense	308,256	28,706
Amortisation expense	2,902,558	2,279,804
Foreign exchange losses	2,940,129	683,616

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

5	Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	2024 £	2023 £
Wages and salaries	9,801,958	5,866,313
Social security costs	924,132	642,871
Pension costs, defined contribution scheme	730,360	498,444
	11,456,450	7,007,628

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

	2024	2023
Engineering, procurement and construction	27	30
Operations and maintenance	16	19
Administration	84	69
Directors	4	4
	131	122

6	Directors' remuneration

The directors' remuneration for the year was as follows:

	2024 £	2023 £
Remuneration	1,011,105	857,298
Contributions paid to money purchase schemes	99,396	86,711
	1,110,501	944,009

In respect of the highest paid director:

	2024 £	2023 £
Remuneration	371,881	295,827
Company contributions to money purchase pension schemes	28,968	27,374

7	Auditor's remuneration

	2024 £	2023 £
Audit of these financial statements and subsidiary undertakings	132,000	118,000

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

8	Interest payable and similar expenses

	2024 £	2023 £
Interest on bank overdrafts and borrowings	150,015	-
Interest on shareholder loans	103,822	-
Interest on obligations under finance leases and hire purchase contracts	2,391	2,525
Interest expense on other finance liabilities	801	745
	257,029	3,270

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 £1,176,441 (2023: £nil) have been capitalised during the year into solar parks under construction.

Taxation

Tax credited in the profit and loss account

	2024 £	2023 £
Current taxation
UK corporation tax	-	-
UK corporation tax adjustment to prior periods	(3,845)	-
	(3,845)	-
Foreign tax	-	(1,195)
Foreign tax adjustment to prior periods	-	-
	-	(1,195)
Total current income tax	(3,845)	(1,195)
Deferred taxation
Arising from origination and reversal of timing differences	(2,247,013)	(693,457)
Total deferred taxation	(2,247,013)	(693,457)
Tax receipt in the income statement	(2,250,858)	(694,652)

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

The tax on profit before tax for the year 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 - 23.52%).

The differences are reconciled below:

	2024 £	2023 £
Loss before tax	(19,906,879)	(12,663,313)
Corporation tax at standard rate	(4,976,720)	(2,978,411)
Effect of expense not deductible in determining taxable profit (tax loss)	736,475	617,159
Deferred tax credit relating to changes in tax rates or laws	-	(52,467)
Deferred tax expense from unrecognised tax loss or credit	2,011,786	1,504,662
Deferred tax (credit)/expense from unrecognised temporary difference from a prior period	(18,554)	214,405
Decrease in UK and foreign current tax from adjustment for prior periods	(3,845)	-
Total tax credit	(2,250,858)	(694,652)

Deferred tax

Group

Deferred tax assets and liabilities

2024	Asset £	Liability £
Deferred capital allowances	-	1,024,190
Tax losses carried forward	6,875,181	-
Short term timing differences	47,529	-
	6,922,710	1,024,190

2023	Asset £	Liability £
Deferred capital allowances	45,977	262,132
Tax losses carried forward	3,859,461	-
Short term timing differences	8,201	-
	3,913,639	262,132

The amount of tax losses not recognised in the financial statements is £20,680,000.

For 2024, the deferred tax asset and liability have been shown net as they have originated in the same tax jurisdiction.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

10	Intangible assets

Group

Goodwill
£

Computer software
£

Total
£

Cost or valuation

At 1 January 2024

22,798,044

151,660

22,949,704

Additions acquired separately

5,604,790

329,090

5,933,880

At 31 December 2024

28,402,834

480,750

28,883,584

Amortisation

At 1 January 2024

3,227,975

-

3,227,975

Amortisation charge

2,902,558

-

2,902,558

At 31 December 2024

6,130,533

-

6,130,533

Carrying amount

At 31 December 2024

22,272,301

480,750

22,753,051

At 31 December 2023

19,570,069

151,660

19,721,729

BSR Group Holdings Limited was acquired by the group (via a wholly owned subsidiary - Owl Investment Bidco Limited) during the period ended 31 December 2022. An element of the consideration is deferred and relates to the crystallisation of certain projects. Due to the variable elements of these projects, the directors are of the opinion that this can not be reliably estimated, and therefore this has not been included within goodwill, nor has a liability been recognised.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

11	Tangible assets

Group

Land and buildings
£

Plant and machinery
£

Fixtures and fittings
£

Operational solar parks
£

Solar parks under construction
£

Total
£

Cost or valuation

At 1 January 2024

-

341,049

14,768

-

25,481,913

25,837,730

Additions

61,733

36,395

-

-

64,798,163

64,896,291

Transfers

-

-

-

10,149,986

(10,149,986)

-

Foreign exchange movements

-

(4,606)

-

-

(239,985)

(244,591)

At 31 December 2024

61,733

372,838

14,768

10,149,986

79,890,105

90,489,430

Depreciation

At 1 January 2024

-

260,659

-

-

-

260,659

Charge for the year

-

53,313

-

254,943

-

308,256

Foreign exchange movements

-

(3,093)

-

-

-

(3,093)

At 31 December 2024

-

310,879

-

254,943

-

565,822

Carrying amount

At 31 December 2024

61,733

61,959

14,768

9,895,043

79,890,105

89,923,608

At 31 December 2023

-

80,390

14,768

-

25,481,913

25,577,071

Page 28

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Included within the net book value of land and buildings above is £61,733 (2023 - £Nil) in respect of short leasehold land and buildings.

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

	2024 £	2023 £
Plant and machinery	13,082	38,748

12	Investments

Company

	2024 £	2023 £
Investments in subsidiaries	240,034	1

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
Owl Investment Bidco Limited	Ordinary	100%	100%
BSR Group Holdings Limited*	Ordinary	100%	100%
British Solar Renewables Limited*	Ordinary	100%	100%
Solar Power Generation Limited*	Ordinary	100%	100%
Solar Farm Investments Limited*	Ordinary	100%	100%
Solar Park Investments Limited*	Ordinary	100%	100%
BSR Energy Holdings Limited*	Ordinary	100%	100%
Omnio Energy Limited*	Ordinary	100%	100%
BSR Connect Limited*	Ordinary	100%	100%
Solar Park Holdings Limited*	Ordinary	100%	100%
BSR Energy Limited*	Ordinary	100%	100%
BSR EPC Limited*	Ordinary	100%	100%
BSR EPC PTY Limited*	Ordinary	100%	100%
BSR Applications Limited*	Ordinary	100%	100%

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Undertaking	Holding	Proportion of voting rights and shares held
BSR EPC Netherlands B.V.*	Ordinary	100%	100%
Aller Langport Solar Park Limited*	Ordinary	100%	100%
Rampisham Woods Solar Park Limited*	Ordinary	100%	100%
Akeman Solar Park Limited*	Ordinary	100%	100%
BSR O&M Limited*	Ordinary	100%	100%
Coldharbour Farm Solar Park Limited*	Ordinary	100%	100%
Kerang Solar Plant PTY Limited*	Ordinary	100%	100%
North Dairy Farm Solar Park Limited*	Ordinary	100%	100%
Rush Wall Solar Park Limited*	Ordinary	100%	100%
World's End Farm Solar Park Limited*	Ordinary	100%	100%
BSR Energy Holdings 2 Limited*	Ordinary	100%	100%
BSR Energy Holdings 3 Limited*	Ordinary	100%	100%
BSR Energy 2 Limited*	Ordinary	100%	100%
Juno 2 Limited (formerly BSR Energy 3 Limited)*	Ordinary	100%	100%
BSR Energy (Rampisham) Limited*^	Ordinary	100%	100%
BSR Energy (Brook Street) Limited*^	Ordinary	100%	100%
BSR Energy (Sunnydale Farm) Limited*^	Ordinary	100%	100%
Park Farm Solar Park Limited*^	Ordinary	100%	100%
Preston Farm Solar Park Limited*	Ordinary	100%	100%
Lower Wyke Farm Solar Park Limited*^	Ordinary	100%	100%
Town Farm Lane Solar Park Limited*	Ordinary	100%	100%
Higher Wraxall Solar Park Limited*	Ordinary	100%	100%
Knowl Green Solar Park Limited*	Ordinary	100%	100%
Dengie Solar Park Limited*	Ordinary	100%	100%
Sustainable Power Generation Limited*^	Ordinary	100%	100%
Renewable Energy Connections Limited*^	Ordinary	100%	100%
George Solar Farm Limited*^	Ordinary	100%	100%
The Down House Solar Park Limited*^	Ordinary	100%	100%
Coombe Farm Solar Park Limited*^	Ordinary	100%	100%
BSR International Limited*	Ordinary	100%	100%
Sulis Topco Limtied*	Ordinary	100%	100%
Whaddon Farm Solar Park Limited*	Ordinary	100%	100%
Sulis Midco 1 Limited*	Ordinary	100%	100%
Sulis Holdco Pty Limited*	Ordinary	100%	100%

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Undertaking	Holding	Proportion of voting rights and shares held
BSR Asset Management Limited*	Ordinary	100%	100%
Frog Lane Energy Storage Limited*^	Ordinary	100%	100%
Ash Tree Solar Park Limited*^	Ordinary	100%	100%
Craigo Glenskinno Renewables Limited*^	Ordinary	100%	0%
Barnsdale Road Renewables Limited*^	Ordinary	100%	0%
Harperley Lane Solar Park Limited*^	Ordinary	100%	0%
Harp Farm Renewables Limited*^	Ordinary	100%	0%

* Held indirectly
^ Dormant entities

All companies are incorporated in England and Wales and have the same registered office as the company other than:

Incorporated in Netherlands:
• BSR EPC Netherlands B.V - registered office of: Concertgebouwplein 15-H, 1071 LL Amsterdam, The Netherlands.

Incorporated in Australia:
• BSR EPC PTY Limited
• Kerang Solar Plant PTY Limited
• Sulis Holdco Pty Limited
All the Australian companies have a registered office of: Level 8, 1 O'Connell Street, Sydney, NSW 2000

All non dormant subsidiaries are either holding companies or involved in the operation and maintenance, construction and development of solar parks or energy storage units.

Stocks

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Work in progress	12,935,206	10,620,270	-	-

Debtors

	Group		Company
Current	2024 £	2023 £	2024 £	2023 £
Trade debtors	486,061	684,503	-	-
Other debtors	5,892,949	3,285,352	-	-
Prepayments	5,352,299	7,268,944	-	-
	11,731,309	11,238,799	-	-

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

	Group		Company
Non-current debtors	2024 £	2023 £	2024 £	2023 £
Shareholder loans	-	-	143,067,532	95,250,699
Loan notes	-	-	1,964,037	1,665,933
	-	-	145,031,569	96,916,632

The loan notes are due for repayment in full on 28 July 2030. Interest accrues on the loan notes at a rate of 7% per annum. Interest is capitalised, where not paid, quarterly.

The shareholder loans are due for repayment in full on 28 July 2030. Interest accrues on the loan notes at a rate of 7% per annum. Interest is capitalised, where not paid, quarterly.

15	Cash and cash equivalents

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Cash at bank	19,468,930	11,566,448	37,850	74,959

Creditors

		Group		Company
	Note	2024 £	2023 £	2024 £	2023 £
Due within one year
Loans and borrowings	17	6,572	32,339	-	-
Trade creditors		4,952,332	1,745,185	-	-
Amounts due to group undertakings		-	-	3,333,968	1,228,112
Social security and other taxes		246,057	415,624	-	-
Other creditors		17,873	302,770	-	-
Accruals and deferred income		3,187,642	3,309,269	-	-
		8,410,476	5,805,187	3,333,968	1,228,112
Due after one year
Loans and borrowings	17	53,777,874	-	240,033	-
Accruals and deferred income		178,906	195,669	-	-
		53,956,780	195,669	240,033	-

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

17	Loans and borrowings

Non-current loans and borrowings

		Group		Company
	Note	2024 £	2023 £	2024 £	2023 £

Bank borrowings		47,889,052	-	-	-
Redeemable preference shares	21	240,033	-	240,033	-
Other borrowings		5,648,789	-	-	-
		53,777,874	-	240,033	-

Bank borrowings are due for repayment in full in March 2029 and carry an interest rate of 1.70% plus SONIA. The borrowings are secured against certain fixed assets of the group.

Other borrowing refers to shareholder loan notes and are due for repayment in full on 28 July 2030. The loan notes are unsecured and attract interest at a rate of 7% per annum. Interest is capitalised, where not paid, annually.

Current loans and borrowings

	Group		Company
	2024 £	2023 £	2024 £	2023 £

Hire purchase contracts	6,572	32,339	-	-

The hire purchase contracts are secured over the assets to which they relate.

18	Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

	2024 £	2023 £
Not later than one year	1,086,479	669,727
Later than one year and not later than five years	2,335,237	1,463,628
Later than five years	9,553,146	1,647,697
	12,974,862	3,781,052

The amount of non-cancellable operating lease payments recognised as an expense during the year was £1,094,847 (2023 - £446,752).

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

19	Provisions for liabilities

Group

	Deferred tax £	Decommissioning provision £	Total £
At 1 January 2024	262,132	-	262,132
Additional provisions	-	876,230	876,230
Increase (decrease) in existing provisions	(262,132)	-	(262,132)
At 31 December 2024	-	876,230	876,230

20	Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £730,360 (2023 - £498,444).

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

21	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
A1 Ordinary of £0.10 each	128,000,000	12,800,000.00	88,500,000	8,850,000.00
A2 Ordinary of £0.10 each	1,493,513	149,351.30	1,493,513	149,351.30
B Ordinary of £0.10 each	964	96.40	927	92.70
C Preference of £0.01 each	24,003,300	240,033.00	-	-
Super preference of £0.01 each	1	0.01	-	-
	153,497,778	13,189,480.71	89,994,440	8,999,444.00

New shares allotted

During the year 39,500,000 A1 Ordinary having an aggregate nominal value of £3,950,000 were allotted for an aggregate consideration of £39,500,000.00.

During the year 37 B Ordinary having an aggregate nominal value of £4 were allotted for an aggregate consideration of £13,172.00.

During the year 24,003,300 C Preference having an aggregate nominal value of £240,033 were allotted for an aggregate consideration of £240,033.00.

During the year 1 Super Preference having an aggregate nominal value of £0.01 were allotted for an aggregate consideration of £0.01.

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:

(1) Shares rank equally for voting purposes. On a show of hands each member shall have one vote and on a poll or a written resolution each member shall have one vote per share held.
(2) Each share ranks equally for any dividend or other distribution declared.
(3) Each share ranks equally for any distribution made on a winding up.
(4) The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

A1 and A2 Ordinary shares have the following rights, preferences and restrictions:

(1) Every shareholder holding one or more A Ordinary shares shall, subject to Section 289 and 290 of the Companies Act 2006 and the Articles of Association of the company, have one vote for each A Ordinary shares held by them.
(2) Any available profits (as defined in the Articles of Association) shall be distributed as follows (subject, in the case of distributions pursuant (c) below, to the directors recommending payment of the same, and investor consent having been given):

(a) First in priority to any payments made pursuant to Articles 28.1B and 28.1C in paying to the holders of super preference shares up to an amount equal to the super preference share returns amount, pro rata according to the number of such shares held by the relevant shareholders at the relevant time;
(b) Secondly, in priority to any payments to be made pursuant to Article 28.1C in paying to the holders of C preference shares an amount equal to the C preference share dividend any arrears thereon, pro rata according to the number of such shares held by the relevant shareholders at the relevant time; and
(c) Thirdly, the balance of available profits (if any) after all payments to be made in priority shall be distributed amongst the holders of the Ordinary shares (pari passu as if the same constituted one class of share) pro rata according to the number of such shares held by the relevant shareholders at the relevant time.

(3) On any exit event (other than a lsiting) or a liquidation or other return of share capital (except on a redemption or purchase by the company of any shares), the exit proceeds shall be applied in the following order:

(a) First, in priority to any payments made pursuant to Article 8.1C to 8.1D, in paying the holders of C preference shares an amount equal to the issue prices of all C preference shares and the arrears on each C preference share, calculated down to and including the date of repayment or the exit date, or if there are sufficient assets for such repayment in full, pro rata to the number of C preference shares held by them;
(b) Secondly, in priority to any payments to be made pursuant to Article 8.1D, to the holders of; (i) A Ordinary shares, and (ii) if, and only to the extent that, B Ordinary shares are entitled to participate in such exit proceeds in accordance with Article 9, B Ordinary shares (pari passu as if they constituted one class of share) pro rata to the number of A Ordinary shares and, if applicable, B Ordinary shares held by them; and
(c) Thereafter, to the extent that there are exit proceeds remaining after the B Ordinary shares have received an aggregate amount equal to the MIP return amount calculated in accordance with Article 9 (whether by way of exit proceeds pursuant to this Article 8 and/or any other distributions from time to time), in paying the holders of the A Ordinary shares (pari passu, as if they constituted one class of share) pro rata to the number of such A Ordinary shares held by them.

(4) The A Ordinary shares are non-redeemable.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

B Ordinary shares have the following rights, preferences and restrictions:

(1) The holders of the B Ordinary shares (as defined in the Articles of Association) shall not have the right to vote.
(2) The B Ordinary shareholders shall not participate in distributions by the company and no distributions shall be made to the holders of B Ordinary shares on such B Ordinary shares.
(3) On any exit event (other than a listing) or a liquidation or other return of share capital (except on a redemption or purchase by the company of any shares), the exit proceeds shall be applied in the following order:

(a) First, in priority to any payments made pursuant to Article 8.1C to 8.1D, in paying the holders of C preference shares an amount equal to the issue prices of all C preference shares and the arrears on each C preference share, calculated down to and including the date of repayment or the exit date, or if there are sufficient assets for such repayment in full, pro rata to the number of C preference shares held by them;
(b) Secondly, in priority to any payments to be made pursuant to Article 8.1D, to the holders of; (i) A Ordinary shares, and (ii) if, and only to the extent that, B Ordinary shares are entitled to participate in such exit proceeds in accordance with Article 9, B Ordinary shares (pari passu as if they constituted one class of share) pro rata to the number of A Ordinary shares and, if applicable, B Ordinary shares held by them; and
(c) Thereafter, to the extent that there are exit proceeds remaining after the B Ordinary shares have received an aggregate amount equal to the MIP return amount calculated in accordance with Article 9 (whether by way of exit proceeds pursuant to this Article 8 and/or any other distributions from time to time), in paying the holders of the A Ordinary shares (pari passu, as if they constituted one class of share) pro rata to the number of such A Ordinary shares held by them.

(4) The B Ordinary shares are non-redeemable.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

C Preference shares have the following rights, preferences and restrictions:

(1) Receive a copy of any written resolution circulated to eligible members under the Act at the same time as the resolution is so circulated but not to vote on such resolution.
(2) Receive notice of all general meetings but not to attend or vote at any general meeting.
(3) Subject to Clause 7.4 of the Investment Agreement and Article 17.5, on any exit event (other than a listing) or a liquidation or other return of share capital (except on a redemption or purchase by the company of any shares), the exit proceeds shall be applied in the following order:

(a) First, in priority to any payments to be made pursuant to Articles 8.1(b) to 8.1(d), in paying to the holders of Super Preference Shares up to an amount equal to the Super Preference Share Return Amount, or if there are insufficient assets for such repayment in full, pro rata according to the number of Super Preference Shares held by them;
(b) Secondly, in priority to any payments made pursuant to Article 8.1(c) to 8.1(d), in paying to the holders of C Preference Shares an amount equal to the issue price of all C Preference Shares and the arrears on each C Preference Share, calculated down to and including the date of repayment or the exit date, or if there are insufficient assets for such repayment in full, pro rata to the number of C Preference Shares held by them.

(4) The class rights attaching to the C Preference Shares may be varied or abrogated either with the consent in writing of the holders of more than 50 per cent. in number of Preference Shares (excluding any Preference Shares held by a person in respect of whom paragraph 4.1 of Schedule 5 to the Investment Agreement applies) who would have been entitled to vote at a separate meeting of the holders of Preference Shares or with the sanction of a special resolution passed at a separate class meeting of the holders of the Preference Shares. Any variation or abrogation which does not affect the class rights attaching to the Preference Shares shall not require such consent.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Super Preference shares have the following rights, preferences and restrictions:

(1) Receive a copy of any written resolution circulated to eligible members under the Act at the same time as the resolution is so circulated but not to vote on such resolution.
(2) Receive notice of all general meetings but not to attend or vote at any general meeting.
(3) Subject to Clause 7.4 of the Investment Agreement and Article 17.5, on any exit event (other than a listing) or a liquidation or other return of share capital (except on a redemption or purchase by the company of any shares), the exit proceeds shall be applied in the following order:

(a) First, in priority to any payments to be made pursuant to Articles 8.1(b) to 8.1(d), in paying to the holders of Super Preference Shares up to an amount equal to the Super Preference Share Return Amount, or if there are insufficient assets for such repayment in full, pro rata according to the number of Super Preference Shares held by them;
(b) Secondly, in priority to any payments made pursuant to Article 8.1(c) to 8.1(d), in paying to the holders of C Preference Shares an amount equal to the issue price of all C Preference Shares and the arrears on each C Preference Share, calculated down to and including the date of repayment or the exit date, or if there are insufficient assets for such repayment in full, pro rata to the number of C Preference Shares held by them.

(4) The class rights attaching to the Senior Super Preference Shares may be varied or abrogated either with the consent in writing of the holders of more than 50 per cent. in number of Senior Super Preference Shares who would have been entitled to vote at a separate meeting of the holders of Senior Super Preference Shares or with the sanction of a special resolution passed at a separate class meeting of the holders of the Senior Super Preference Shares. Any variation or abrogation which does not affect the class rights attaching to the Senior Super Preference Shares shall not require such consent.

22	Contingent assets and liabilities

Group

As disclosed in Note 9, the Group has a contingent liability for deferred consideration in respect of the investment in BSR Group Holdings Limited. The deferred consideration relates to the crystallisation of certain projects. Due to the variable elements of these projects, the amount cannot be measured reliably and therefore has not been included in the financial statements.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

23	Non adjusting events after the financial period

Post year end, a further 64,500,000 A1 Ordinary shares with a nominal value of £0.10 each have been allotted for consideration of £64,500,000.

Since the balance sheet date the group have re-financed the bank borrowings included on the balance sheet at 31 December 2024. 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 Sulis MidCo 1 Limited for book value from BSR Energy Limited. 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 BSR Energy Limited, at book value since the balance sheet date on 6 June 2025.

Since the balance sheet date, Juno 2 Limited has also been transferred at book value to Sulis MidCo 1 Limited from BSR Energy 3 Limited on 6 June 2025. Juno 2 Limited purchased the entire share capital of Little Crow Renewables Limited on 17 March 2025. The acquisition of Little Crow Renewables Limited is part of the Group's ambition to construct and operate 700MW of renewable energy capacity by 2027. The initial consideration paid was £23,548,171.

24	Financial instruments

Group

Categorisation of financial instruments

	2024 £	2023 £
Financial assets measured at amortised cost	25,834,044	15,536,303
Financial liabilities measured at amortised cost	58,754,651	2,080,294

Financial assets measured at amortised cost comprise cash, trade debtors, amounts owed by group undertakings and other debtors.

Financial liabilities measured at amortised cost comprise bank loans, hire purchase liabilities, trade creditors, other creditors and shareholder loans.

25	Related party transactions

Group

Other transactions with directors

During the year, a director was issued 9,605,200 C preference shares as detailed in Note 21 in exchange for loan notes in Owl Investment BidCo Limited.

Certain directors were also paid deferred consideration of £160,022 in relation to the historical acquisition of BSR Group Holdings Limited in the form of a cash payment.

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

26	Analysis of changes in net debt

Group

	At 1 January 2024 £	Financing cash flows £	At 31 December 2024 £
Cash and cash equivalents
Cash	11,566,448	7,902,482	19,468,930
Borrowings
Bank borrowings	-	(47,889,052)	(47,889,052)
Other borrowings	-	(5,648,789)	(5,648,789)
Lease liabilities	(32,339)	25,767	(6,572)
	(32,339)	(53,512,074)	(53,544,413)

	11,534,109	(45,609,592)	(34,075,483)

Reserves

Group and company

Retained earnings are accumlated profits and losses to date.

Share premium represents consideration paid for shares over and above par value.

The other reserves relate to the issue of shares for consideration of the Group's subsidiaries.

The capital redemption reserve represents the nominal value of shares re-purchased and subsequently cancelled.

The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:

	Retained earnings £	Total £
Foreign currency translation gains/losses	1,235,009	1,235,009

The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:

	Retained earnings £	Total £
Foreign currency translation gains/losses	394,746	394,746

Owl TopCo 1 Limited

Notes to the Financial Statements

Year Ended 31 December 2024

28	Ultimate controlling party

The directors do not consider there to be any individual who has ultimate control.

	Goodwill £	Computer software £	Total £
Cost or valuation
At 1 January 2024	22,798,044	151,660	22,949,704
Additions acquired separately	5,604,790	329,090	5,933,880
At 31 December 2024	28,402,834	480,750	28,883,584
Amortisation
At 1 January 2024	3,227,975	-	3,227,975
Amortisation charge	2,902,558	-	2,902,558
At 31 December 2024	6,130,533	-	6,130,533
Carrying amount
At 31 December 2024	22,272,301	480,750	22,753,051
At 31 December 2023	19,570,069	151,660	19,721,729

	Land and buildings £	Plant and machinery £	Fixtures and fittings £	Operational solar parks £	Solar parks under construction £	Total £
Cost or valuation
At 1 January 2024	-	341,049	14,768	-	25,481,913	25,837,730
Additions	61,733	36,395	-	-	64,798,163	64,896,291
Transfers	-	-	-	10,149,986	(10,149,986)	-
Foreign exchange movements	-	(4,606)	-	-	(239,985)	(244,591)
At 31 December 2024	61,733	372,838	14,768	10,149,986	79,890,105	90,489,430
Depreciation
At 1 January 2024	-	260,659	-	-	-	260,659
Charge for the year	-	53,313	-	254,943	-	308,256
Foreign exchange movements	-	(3,093)	-	-	-	(3,093)
At 31 December 2024	-	310,879	-	254,943	-	565,822
Carrying amount
At 31 December 2024	61,733	61,959	14,768	9,895,043	79,890,105	89,923,608
At 31 December 2023	-	80,390	14,768	-	25,481,913	25,577,071