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REGISTERED NUMBER: 11692622 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

WATHEGAR 2 HOLDINGS LIMITED

WATHEGAR 2 HOLDINGS LIMITED (REGISTERED NUMBER: 11692622) |

CONTENTS OF THE FINANCIAL STATEMENTS

for the year ended 31 May 2025

Page |

| Company Information | 1 |

| Statement of Financial Position | 2 |

| Notes to the Financial Statements | 3 |

| WATHEGAR 2 HOLDINGS LIMITED |

COMPANY INFORMATION

for the year ended 31 May 2025

| DIRECTORS: | S J Beck

| W Cranstone

| B J E Guest

| REGISTERED OFFICE: | 5 New Street Square

| London

| EC4A 3TW

| REGISTERED NUMBER: | 11692622 (England and Wales)

| AUDITORS: | Magma Audit LLP

| 16 Davy Court

| Castle Mound Way

| Rugby, CV23 0UZ

| Magma Audit LLP is part

| Of the Dains Group

WATHEGAR 2 HOLDINGS LIMITED (REGISTERED NUMBER: 11692622) |

STATEMENT OF FINANCIAL POSITION

31 May 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Investments | 4 | 27,911,994 |  | 27,911,994 |  |

CURRENT ASSETS

Cash in hand | 3 |  | 3 |  |

CREDITORS

Amounts falling due within one year | 5 | (2,328,191 | ) | (4,622,106 | ) |

NET CURRENT LIABILITIES | (2,328,188 | ) | (4,622,103 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 25,583,806 |  | 23,289,891 |  |

CAPITAL AND RESERVES

Called up share capital | 6 | 1 |  | 1 |  |

Retained earnings | 25,583,805 |  | 23,289,890 |  |

SHAREHOLDERS' FUNDS | 25,583,806 |  | 23,289,891 |  |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2025 and were signed on its behalf by:

S J Beck - Director

WATHEGAR 2 HOLDINGS LIMITED (REGISTERED NUMBER: 11692622) |

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 May 2025

1. | STATUTORY INFORMATION

| Wathegar 2 Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 11692622, and its registered office is 5 New Street Square, London, England, EC4A 3TW.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The principal accounting policies applied in the preparation of these financial statements are set out below.

| The financial statements are presented in Sterling (£).

| Going concern

| At 31 May 2025 the company had net current liabilities of £2,328,188 (2024: £4,622,103) and net assets of £25,583,806 (2024: £23,289,891). The directors have considered this and have prepared the financial statements on a going concern basis. The directors, who are also directors of group companies, have confirmed that the subsidiary will continue to support the company financially and will not call in the loan due to it. The directors have prepared financial forecasts and working capital requirements of the company for the next 12 months. The directors are confident that the company will be able to meet its liabilities as they fall due for at least 12 months from the date of signing these accounts.

| Preparation of consolidated financial statements

| The financial statements contain information about Wathegar 2 Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| Critical accounting estimates and assumptions

| Wathegar 2 Holdings Limited makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

| (i) Carrying value of investments

| The company makes an estimate of the holding value of investments. When assessing impairment of investments, management consider factors including but not limited to the cash flows expected to arise from the investments and suitable discount rates in order to calculate present values.

| Investments in subsidiaries

| Investment in the subsidiary company is held at cost less accumulated impairment losses.

| Financial instruments

| The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

| (i) Financial assets

| Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

| Such assets are subsequently carried at amortised cost using the effective interest method.

WATHEGAR 2 HOLDINGS LIMITED (REGISTERED NUMBER: 11692622) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 May 2025

2. | ACCOUNTING POLICIES - continued

| (ii) Financial liabilities

| Basic financial liabilities, including trade and other creditors and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

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

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

| Taxation

| The tax expense for the year comprises current and deferred tax.

| Tax is recognised in the statement of comprehensive income 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.

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

| - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

| - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

| Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the date of the statement of financial position.

| Cash and cash equivalents

| Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

| Dividends receivable

| Dividend income is recognised on the date the dividend is declared.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 3 (2024 - 3 ) .

4. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertaking

£ |

| COST

| At 1 June 2024

| and 31 May 2025 | 27,911,994 |  |

| NET BOOK VALUE

| At 31 May 2025 | 27,911,994 |  |

| At 31 May 2024 | 27,911,994 |  |

5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed to group undertakings | 2,328,191 |  | 4,622,106 |  |

WATHEGAR 2 HOLDINGS LIMITED (REGISTERED NUMBER: 11692622) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 May 2025

6. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 100 | Ordinary | 1p | 1 |  | 1 |  |

7. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Ryan Parkin (Senior Statutory Auditor)

| for and on behalf of Magma Audit LLP

8. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| During the year, dividends of £428,400 (2024: £1,088,000) were paid to Gresham House Wind Energy 2 LP and dividends of £831,600 (2024: £2,112,000) were paid to Gresham House Wind Energy 1 PLC.

9. | ULTIMATE CONTROLLING PARTY

| The immediate controlling party is Gresham House Wind Energy 1 PLC, a designated member of the Limited Liability Partnership, during the current and previous year.

| The ultimate controlling party is Searchlight Capital Partners III GP, LLC (a company registered in Delaware, USA) during the current and previous year.