REGISTERED NUMBER: 11692622 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

WATHEGAR 2 HOLDINGS LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

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

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

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.

(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

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.