Ayre Offshore Wind Farm Limited 31/12/2024 iXBRL

Company registration number: 13847599

Ayre Offshore Wind Farm Limited

Filleted financial statements

For The Year Ended 31 December 2024

Ayre Offshore Wind Farm Limited

Contents

Directors responsibilities statement

Statement of financial position

Notes to the financial statements

Ayre Offshore Wind Farm Limited

Directors responsibilities statement

Year ended 31 December 2024

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

- make judgments and accounting estimates that are reasonable and prudent; 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 company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Ayre Offshore Wind Farm Limited

Statement of financial position

31 December 2024

		2024		2023
					Restated
	Note	£	£	£	£

Fixed assets
Intangible assets	5	46,420,974		35,566,698
Tangible assets	6	31,993		23,674
		_______		_______
			46,452,967		35,590,372

Current assets
Debtors	7	1,465,225		2,845,744
Cash at bank and in hand		35,277		1,004,771
		_______		_______
		1,500,502		3,850,515
Creditors: amounts falling due
within one year	8	( 1,814,184)		( 3,005,869)
		_______		_______
Net current (liabilities)/assets			( 313,682)		844,646
			_______		_______
Total assets less current liabilities			46,139,285		36,435,018

Creditors: amounts falling due
after more than one year	9		( 25,520,268)		( 15,338,669)
			_______		_______
Net assets			20,619,017		21,096,349
			_______		_______

Capital and reserves
Called up share capital	10		21,500,179		21,500,179
Profit and loss account			( 881,162)		( 403,830)
			_______		_______
Shareholders funds			20,619,017		21,096,349
			_______		_______

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 29 September 2025 , and are signed on behalf of the board by:

Louis Blanchard

Director

Company registration number: 13847599

Ayre Offshore Wind Farm Limited

Notes to the financial statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England & Wales, United Kingdom ( 13847599 ). The address of the registered office is Ibex House, Baker Street, Weybridge, Surrey, KT13 8AH.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis and in accordance with the requirements of the Companies Act 2006. The financial statements relate to the individual entity only. The financial statements are prepared in sterling, which is the functional currency of the entity. The level of rounding in the financial statements is to the nearest £1 .

Going concern

The financial statements have been prepared on a going concern basis. It should be noted that the Company is not revenue generating and is relying on continued support from its sponsors.

The company is currently in the development phase of a wind farm project. At the date of approval of these financial statements, planning consent for the development has not yet been granted. The directors are actively engaged in the application process and believe that the granting of consent is probable, based on ongoing discussions with relevant authorities and wider stakeholder engagement processes. Accordingly, the directors are of the view that the Company will continue to pursue the planned development activities and accordingly, that the Company remains a going concen.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management 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 key areas where the estimates and assumptions applied have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are discussed below:

Intangible assets

The carrying value of intangible assets, specifically relating to capitalised development costs is reliant on both judgement and estimation, and represents a highly material balance in the financial statements. The development costs are appraised annually by way of impairment review, challenging forecasts and the estimates used preparing these. The estimates are that of anticipated total costs for both development and construction phase of the underlying project, the length that the developed asset will be expected to remain in useful life, the revenue the asset will generate, and above all the likelihood that the asset will be fully developed and to the extent that it is capable of producing economic benefit.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at a revalued amount, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Expenditure directly attributable to the development of wind farm assets is capitalised as intangible assets. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation commences only when the intangible asset is ready for use and in the condition intended. When the development asset is completed and ready for use, the carrying value will be transferred to Property, Plant & Equipment, at which point it will be depreciated over its useful economic life less any residual value.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:


Development costs	-	Nil %
Brand	-	Over 10 years

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:


Fittings fixtures and equipment	-	25 %	reducing balance

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets .

Financial instruments

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

Cash at bank and in hand includes cash and short term highly liquid investments.

Creditors are recognised where the company has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors are normally recognised at their settlement amount after allowing for any trade discounts due.

Capitalisation of borrowing costs

Interest costs are capitalised on shareholder loans used for the development of wind farm. Associated interest costs for the loans used to finance the initial option fees are also capitalised.

4. Employee numbers

The average number of persons employed by the company during the year amounted to Nil (2023: Nil).

5. Intangible assets

	Other intangible assets	Total
	£	£
Cost
At 1 January 2024	35,567,907	35,567,907
Additions	10,855,285	10,855,285
	_______	_______
At 31 December 2024	46,423,192	46,423,192
	_______	_______
Amortisation
At 1 January 2024	1,209	1,209
Charge for the year	1,009	1,009
	_______	_______
At 31 December 2024	2,218	2,218
	_______	_______
Carrying amount
At 31 December 2024	46,420,974	46,420,974
	_______	_______
At 31 December 2023	35,566,698	35,566,698
	_______	_______

The carrying value of other intangible assets at the balance sheet date comprises of capitalised development costs amounting to £46,413,097 (2023: £35,557,813), together with capitalised branding costs amounting to £7,876 (2023: £8,885).

Expenditure directly attributable to the development of wind farm assets is capitalised as intangible assets. When the development asset is ready for use, the carrying value will be transferred to Property, Plant and Equipment.

Interest capitalised in the period amounted to £2,242,174 (2023: £1,451,163).

6. Tangible assets

	Fixtures, fittings and equipment	Total
	£	£
Cost
At 1 January 2024	30,485	30,485
Additions	18,983	18,983
	_______	_______
At 31 December 2024	49,468	49,468
	_______	_______
Depreciation
At 1 January 2024	6,811	6,811
Charge for the year	10,664	10,664
	_______	_______
At 31 December 2024	17,475	17,475
	_______	_______
Carrying amount
At 31 December 2024	31,993	31,993
	_______	_______
At 31 December 2023	23,674	23,674
	_______	_______

7. Debtors

	2024	2023
	£	£
Other debtors	1,465,225	2,845,744
	_______	_______

Other debtors

Amounts due from related parties 888,059 2,689,496

Other debtors 577,166 156,248

_______ | _______ |

1,465,225 2,845,744

_______ | _______ |

8. Creditors: amounts falling due within one year

	2024	2023
		Restated
	£	£
Amounts owed to related parties	1,814,184	3,005,869
	_______	_______

9. Creditors: amounts falling due after more than one year

	2024	2023
		Restated
	£	£
Amounts owed to participating interests	25,520,268	15,338,669
	_______	_______

10. Called up share capital

Issued and called up

	2024		2023
	No	£	No	£
Ordinary shares of £ 1.00 each	21,500,179	21,500,179	21,500,179	21,500,179
	_______	_______	_______	_______

11. Summary audit opinion

The auditor's report dated 30 September 2025 was unqualified.

The senior statutory auditor was Mr Ross Andrews for and on behalf of Wellers

12. Related party transactions

The following groups have been identified as related parties by virtue of a Consortium Agreement in relation to the ownership and control of the Company: DEME Group, QAIR Group, ASPIRAVI

The following amounts were owed by/(owed to) related parties at 31 December 2024:

	Balance owed by/(owed to)
	2024	2023
	£	£
Deme Concessions Wind NV	( 10,846,114)	( 6,519,115)
Qair International SAS	( 10,846,114)	( 6,518,690)
Aspiravi Holdings SA	( 3,250,005)	( 1,953,456)
Vlaamse Energie Holdings	( 578,035)	( 347,407)
	_______	_______

Interest is charged on the above loans at 6% + SONIA; the interest rate is not paid and is rolled up in the outstanding loan amount. Amounts advanced by Consortium members during the financial reporting period amounted to £7.94m, the interest of £2.24m capitalised.

Included in accruals at the balance sheet date are expenses to be recharged from Thistle Wind Partners Ltd of £1.81m (2023: £3.01m) and other debtors owed to the Company by Thistle Wind Partners Limited amounting to £0.74m (2023: £2.07m). This company has common ownership under the aforementioned Consortium Agreement. During the financial reporting period, invoices totalling £10.31m were received from Thistle Wind Partners limited in respect of recharged costs.

Qair International, Aspiravi Holding NV and Deme Concessions Wind have provided a guarantee in connection with an option to lease agreement in respect of a wind farm site upon the bed of sea known as NE2.