Owl Investment BidCo 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
Statement of Income and Retained Earnings	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 to 22

Owl Investment BidCo Limited

Company Information

Directors

Ms F Button Mr T Humpage Mr P Leveque Mr J Sousselier Mr J Ylänen Mr R Squires Mr G C D'Egremont

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 Investment BidCo Limited

Strategic Report for the 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 company is that of a holding company

Fair review of the business

The Group (of which the company is a subsidiary) 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 £16.6m (2023: Loss of £10.5m). 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 £1.1m (2023: £1.2m). The company generated an EBITDA of -£0.1m (2023: £0.1m) in the Period. From a balance sheet perspective, the net liabilities position of the Group has increased to £4.4m (2023: net liabilities of £2.7m) and the company has net cash balances of £28k (2023: £369k) 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 Investment BidCo Limited

Strategic Report for the 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 (of which the company is a subsidiary) 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 company takes all necessary precautions before offering or continuing to offer credit terms to any new and existing customers. All new customers must meet the company's stringent criteria prior to credit terms being offered. The Group utilise credit reports from reputable credit eference 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 company carries out transactions in foreign currencies and reviews each transaction on a case-by-case basis.

Interest rate risk
The Group's (of which the compay is a subsidiary) exposure to interest rate risk in the current period was low as it did not have any third-party interest-bearing debt. Following on from the balance sheet date the Group has taken on third-party interest-bearing debt and therefore its exposure has increased. 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 Investment BidCo Limited

Directors' Report for the Year Ended 31 December 2024

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

Directors of the company

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 R Squires (appointed 8 April 2024)

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

Financial instruments

Objectives and policies

The company's principal financial instruments comprise short term 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 auditors

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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

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

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

Owl Investment BidCo 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;

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

•	state whether applicable United Kingdom 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 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.

Owl Investment BidCo Limited

Independent Auditor's Report to the Members of Owl Investment BidCo Limited

Opinion

We have audited the financial statements of Owl Investment BidCo Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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.

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.

Owl Investment BidCo Limited

Independent Auditor's Report to the Members of Owl Investment BidCo Limited

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, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

Auditor 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:

Owl Investment BidCo Limited

Independent Auditor's Report to the Members of Owl Investment BidCo Limited

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 noncompliance 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);

• 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.

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.

Owl Investment BidCo Limited

Independent Auditor's Report to the Members of Owl Investment BidCo Limited

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 Investment BidCo Limited

Statement of Income and Retained Earnings

Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	3	1,116,323	1,158,396
Administrative expenses		(1,258,964)	(1,048,748)
Operating (loss)/profit		(142,641)	109,648
Other interest receivable and similar income	6	6,295,740	2,554,106
Interest payable and similar charges	7	(8,715,348)	(5,221,524)
Loss before tax		(2,562,249)	(2,557,770)
Taxation	8	636,812	899,766
Loss for the financial year		(1,925,437)	(1,658,004)
Retained earnings brought forward		(2,714,945)	(1,056,941)
Retained earnings carried forward		(4,640,382)	(2,714,945)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Owl Investment BidCo Limited

Balance Sheet

31 December 2024

	Note	2024 £	2023 £
Fixed assets
Investments	9	34,132,483	28,347,483
Debtors	10	112,427,659	64,402,119
		146,560,142	92,749,602
Current assets
Debtors	10	286,254	1,779,288
Cash at bank and in hand		28,580	368,946
		314,834	2,148,234
Creditors: Amounts falling due within one year	12	(594,966)	(696,148)
Net current (liabilities)/assets		(280,132)	1,452,086
Total assets less current liabilities		146,280,010	94,201,688
Creditors: Amounts falling due after more than one year	12	(150,680,358)	(96,916,632)
Net liabilities		(4,400,348)	(2,714,944)
Capital and reserves
Called up share capital		1	1
Capital contribution reserve		240,033	-
Profit and loss account		(4,640,382)	(2,714,945)
Shareholders' deficit		(4,400,348)	(2,714,944)

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

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

Company Registration Number: 14093733

Owl Investment BidCo Limited

Statement of Changes in Equity

Year Ended 31 December 2024

	Share capital £	Capital contribution reserve £	Profit and loss account £	Total £
At 1 January 2024	1	-	(2,714,945)	(2,714,944)
Loss for the year	-	-	(1,925,437)	(1,925,437)
Capital contribution	-	240,033	-	240,033
At 31 December 2024	1	240,033	(4,640,382)	(4,400,348)