ACCOUNTS - Final Accounts preparation

Registered number: 15370498

NOVENTUM POWER SOLAR 13 LIMITED

AUDITED

DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED
31 DECEMBER 2024

NOVENTUM POWER SOLAR 13 LIMITED

COMPANY INFORMATION

Directors	Mr A G Middleton (appointed 27 December 2023)
	Mr O Oberlander (appointed 27 December 2023)
	Mr N Y Fisher (appointed 27 December 2023, resigned 25 March 2025)
	Mr N Tenne (appointed 24 March 2025, resigned 12 August 2025)
	Mr E Michaeli (appointed 12 August 2025)


Registered number	15370498


Registered office	6th Floor
	2 London Wall Place
	London
	United Kingdom
	EC2Y 5AU


Independent auditors	Wellden Turnbull Limited
	Chartered Accountants & Statutory Auditors
	Albany House
	Claremont Lane
	Esher
	Surrey
	KT10 9FQ

NOVENTUM POWER SOLAR 13 LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 13

NOVENTUM POWER SOLAR 13 LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the period ended 31 December 2024.

Directors' responsibilities statement

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

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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;

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

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

Principal activity

The principal activity of the company is the development, generation and sale of renewable energy from solar farms.

Results and dividends

The loss for the period, after taxation, amounted to £47,326.

No dividends were declared or paid in the period.

Directors

The Directors who served during the period were:

Mr A G Middleton (appointed 27 December 2023)

Mr O Oberlander (appointed 27 December 2023)

Mr N Y Fisher (appointed 27 December 2023, resigned 25 March 2025)

Mr N Tenne (appointed 24 March 2025, resigned 12 August 2025)

Page 1

NOVENTUM POWER SOLAR 13 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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

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

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

Auditors

The auditors, Wellden Turnbull Limited, were appointed in the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

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

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

Mr A G Middleton

Director

Date: 25 September 2025

Page 2

NOVENTUM POWER SOLAR 13 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOVENTUM POWER SOLAR 13 LIMITED

Opinion

We have audited the financial statements of Noventum Power Solar 13 Limited (the 'Company') for the period ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Page 3

NOVENTUM POWER SOLAR 13 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOVENTUM POWER SOLAR 13 LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

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

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

∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 4

NOVENTUM POWER SOLAR 13 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOVENTUM POWER SOLAR 13 LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006 and UK company tax law are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;

∙Enquiry of management to identify any instances of non-compliance with laws and regulations;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations and accounting standards; and

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias.

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 Auditors' Report.

Page 5

NOVENTUM POWER SOLAR 13 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOVENTUM POWER SOLAR 13 LIMITED (CONTINUED)

Use of our report

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

Mark Nelligan FCA (Senior Statutory Auditor)

for and on behalf of

Wellden Turnbull Limited

Chartered Accountants

Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ

25 September 2025

Page 6

NOVENTUM POWER SOLAR 13 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Period ended 31 December
	2024
	£


Cost of sales	(47,326)
Gross loss	(47,326)
Tax on loss	-
Loss for the financial period	(47,326)

There was no other comprehensive income for 2024.

The notes on pages 10 to 13 form part of these financial statements.

Page 7

NOVENTUM POWER SOLAR 13 LIMITED

REGISTERED NUMBER: 15370498

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024
Note		£

Current liabilities
Creditors: amounts falling due within one year	5	(47,226)
Net current liabilities			(47,226)
Total assets less current liabilities			(47,226)

Net liabilities			(47,226)

Capital and reserves
Called up share capital	6	100
Profit and loss account	7	(47,326)
		(47,226)

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr A G Middleton

Director

Date: 25 September 2025

The notes on pages 10 to 13 form part of these financial statements.

Page 8

NOVENTUM POWER SOLAR 13 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 27 December 2023	-	-	-

Loss for the period	-	(47,326)	(47,326)
Shares issued during the period	100	-	100
At 31 December 2024	100	(47,326)	(47,226)

The notes on pages 10 to 13 form part of these financial statements.

Page 9

NOVENTUM POWER SOLAR 13 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	General information

Noventum Power Solar 1 Limited is a private company, limited by shares and incorporated in England and Wales, registration number 15370498. The registered office address is 6th Floor, 2 London Wall Place, London, United Kingdom, EC2Y 5AU.
The Company was incorporated on 27 December 2023. The financial statements cover the period of account from 27 December 2023 to 31 December 2024.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

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

These financial statements are presented in sterling, which is the functional currency of the company and rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Compliance with accounting standards

The financial statements have been prepared using FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland. There were no material departures from that standard.

2.3

Going concern

The Company was loss making in the period and is in a net current liability and net liability position at the period end date. The financial statements have been prepared on a going concern basis which means that the Company can be expected to meet its liabilities as they fall due for a period of 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business as well as the Company’s business model, budgets and forecasts prepared. The Directors are satisfied that the Company is able to meet its liabilities as they fall due.
The ultimate parent company has provided a letter of support confirming its intention to provide sufficient financial support to the Company to enable it to meet its liabilities as they fall due for at least 12 months from the date of signing the financial statements.
On this basis the Directors consider it is appropriate to prepare the financial statements on a going concern basis.

Page 10

NOVENTUM POWER SOLAR 13 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

2.5

Creditors

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

2.6

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 11

NOVENTUM POWER SOLAR 13 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

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

In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Management do not consider the Company to have any key sources of estimation uncertainty nor any significant judgements or assumptions in preparing these financial statements.

Employees

The average monthly number of employees, including directors, during the period was 3.

5.	Creditors: Amounts falling due within one year
		2024
		£

	Amounts owed to group undertakings	47,226

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

6.	Share capital
		2024
		£

		Allotted, called up and fully paid

		100 Ordinary shares of £1.00 each	100

During the period the Company issued 100 ordinary shares at par value.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of all adjustments.

8.	Related party transactions
	The Company is exempt under the terms of Financial Reporting Standard 102 (FRS102) Section 33 paragraph 1A, from disclosing related party transactions with other group companies, on the grounds that the Company is wholly owned within the Group.

Page 12

NOVENTUM POWER SOLAR 13 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

9.	Controlling party

The Company's immediate parent company is Noventum Power Limited, a company incorporated in England and Wales.
The ultimate parent and controlling party is O.Y. Nofar Energy Limited, a company incorporated in Israel, registered office address 1 Hatachana Street, Manivim Building, 11th Floor, Kfar Saba, Israel.
The smallest and largest group of undertakings into which the results of the company are consolidated is headed by O.Y Nofar Energy Limited and can be obtained from its registered office address.

Page 13