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Registration number: 15476884

Derby Energy Limited
Annual Report and Financial Statements
for the Period from 9 February 2024 to 31 December 2024

Derby Energy Limited

Contents

Company Information | 1
Directors' Report | 2 to 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Profit and Loss Account | 10
Balance Sheet | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 to 18

Derby Energy Limited

Company Information

Directors | A C Sykes J P Bungey E N Tinker

Registered office | 1 Park Row Leeds United Kingdom LS1 5AB

Registered number | 15476884

Auditors | Deloitte LLP Regency Court Glategny Esplanade Guernsey GY1 3HW

Derby Energy Limited

Directors' Report for the Period from 9 February 2024 to 31 December 2024

The directors present their report and the financial statements for the period from 9 February 2024 to 31 December 2024.

Directors of the company

The directors who held office during the period were as follows:

A J Wettern (appointed 9 February 2024 and ceased 19 December 2025)

A C Sykes (appointed 9 February 2024)

O Delpon De Vaux (appointed 9 February 2024 and ceased 1 December 2025)

J P Bungey (appointed 9 February 2024)

The following director was appointed after the period end:

E N Tinker (appointed 1 December 2025)

Principal activity

The principal activity of the company is that of a holding company holding investments in UK based energy projects.

Results of the operation of the company

The company has not traded during the year.

Derby Energy Limited

Directors' Report for the Period from 9 February 2024 to 31 December 2024

Going concern

The directors have prepared the financial statements on a going concern basis. The company has had no significant transactions in the period as the project is currently undertaking internal development. Having assessed the company’s ability to continue as a going concern, the directors are satisfied that the company has access to sufficient resources to meet its liabilities for a period of at least twelve months from the date of approving these financial statements. The company’s balance sheet includes a net creditor position, therefore the directors have taken into consideration provision of committed funding support from the wider group and ability to drawdown these resources, to support the going concern assertion.
Sources of Funding
The wider group includes Asper Investment Management Ltd (Asper), an independent investment management firm specialising in sustainable infrastructure.
Funding for the company is via a £220m investment vehicle Asper DHUK LP (the ‘Duke’ Fund), established and managed by Asper to provide development and delivery funding to group this and other project companies.
The ‘Duke’ Fund is a Dark Green Fund, meaning that the fund has a sustainable investment objective (according to Article 9 of the EU Sustainable Finance Disclosure Regulation), and is focused on climate change mitigation through the construction and operation of sustainable heating networks.
The company has access to fund resources via a Development Loan Agreement and a Working Capital Facility Agreement between Asper DHUK Holding Company Limited and the company for the purposes of financing future development costs, including salary or equivalent costs.
In addition to ‘Duke’ funding available to the project, the company has been awarded grant funding by UK Department for Energy Security and Net Zero via the Green Heat Network Fund capital grant programme. Supporting the development of low and zero carbon (LZC) heat (and cooling) networks, the GHNF is a core element of the Government’s Heat Network Transformation Programme (HNTP), which addresses some of the challenges of decarbonising the UK’s heat sector through the provision of targeted commercialisation and construction funding.
The company has been awarded £23.2M for the purpose of such commercialisation and construction development activities.
The Directors have assessed future performance and borrowing requirements of the company, are satisfied that the combined sources of funding, being ‘Duke’ Fund and Green Heat Network Fund, provide sufficient funding to service these requirements for the foreseeable future and consider it appropriate to prepare the financial statements on a going concern basis.

Subsequent events

Since year end (31 December 2024), O Delpon De Vaux resigned on 01 December 2025 and A J Wettern resigned on 19 December 2025. E N Tinker was appointed as a director on 01 December 2025.

Derby Energy Limited

Directors' Report for the Period from 9 February 2024 to 31 December 2024

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.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 31 March 2026 and signed on its behalf by:

......................................... J P Bungey Director

Derby Energy Limited

Statement of Directors' Responsibilities

The directors are responsible 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;

• | 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.

Derby Energy Limited

Independent Auditor's Report to the Members of Derby Energy Limited

Opinion

In our opinion the financial statements of Derby Energy Limited (the ‘company’):

• | give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its results for the period 9 February 2024 to 31 December 2024;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

• | the profit and loss account;

• | the balance sheet;

• | the statement of changes in equity; and

• | the related notes 1 to 11.

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).

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's 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 Financial Reporting Council’s (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 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.

Derby Energy Limited

Independent Auditor's Report to the Members of Derby Energy Limited

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, 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’s 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Derby Energy Limited

Independent Auditor's Report to the Members of Derby Energy Limited

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

• | had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and relevant tax legislation; and

• | do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• | enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

Derby Energy Limited

Independent Auditor's Report to the Members of Derby Energy Limited

• | the information given in the directors’ report for the financial year 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.

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 any material misstatements in the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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.

......................................
Stuart Crowley FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP, Statutory Auditor
Regency Court
Glategny Esplanade
Guernsey
GY1 3HW

31 March 2026

Derby Energy Limited

Profit and Loss Account for the Period from 9 February 2024 to 31 December 2024

| Note | 9 February 2024 to 31 December 2024 £
Turnover |  | -
Operating profit/(loss) |  | -
Profit/(loss) before tax |  | -
Taxation |  | -
Profit/(loss) for the financial period |  | -

Derby Energy Limited

(Registration number: 15476884)
Balance Sheet as at 31 December 2024

| Note | 2024 £
Fixed assets |  |
Tangible assets | 5 | 164,185
Current assets |  |
Debtors | 6 | 10
Total assets less current liabilities |  | 164,195
Creditors: Amounts falling due after more than one year | 7 | (164,185)
Total assets less current liabilities |  | 10
Capital and reserves |  |
Called up share capital | 8 | 10
Total equity |  | 10

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.

Approved and authorised for issue by the Board on 31 March 2026 and signed on its behalf by:

.........................................

J P Bungey
Director

Derby Energy Limited

Statement of Changes in Equity for the Period from 9 February 2024 to 31 December 2024

| Share capital £ | Total £
New share capital subscribed | 10 | 10
At 31 December 2024 | 10 | 10

Derby Energy Limited

Notes to the Financial Statements for the Period from 9 February 2024 to 31 December 2024

1 | Statutory information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Park Row
Leeds
United Kingdom
LS1 5AB

2 | Accounting policies

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.
The financial statements are prepared in pounds sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

These are the first set of financial statements prepared by the company and therefore no comparative figures are available.

Derby Energy Limited

Notes to the Financial Statements for the Period from 9 February 2024 to 31 December 2024

Going concern

The directors have prepared the financial statements on a going concern basis. The company has had no significant transactions in the period as the project is currently undertaking internal development. Having assessed the company’s ability to continue as a going concern, the directors are satisfied that the company has access to sufficient resources to meet its liabilities for a period of at least twelve months from the date of approving these financial statements. The company’s balance sheet includes a net creditor position, therefore the directors have taken into consideration provision of committed funding support from the wider group and ability to drawdown these resources, to support the going concern assertion.
Sources of Funding
The wider group includes Asper Investment Management Ltd (Asper), an independent investment management firm specialising in sustainable infrastructure.
Funding for the company is via a £220m investment vehicle Asper DHUK LP (the ‘Duke’ Fund), established and managed by Asper to provide development and delivery funding to group this and other project companies.
The ‘Duke’ Fund is a Dark Green Fund, meaning that the fund has a sustainable investment objective (according to Article 9 of the EU Sustainable Finance Disclosure Regulation), and is focused on climate change mitigation through the construction and operation of sustainable heating networks.
The company has access to fund resources via a Development Loan Agreement and a Working Capital Facility Agreement between Asper DHUK Holding Company Limited and the company for the purposes of financing future development costs, including salary or equivalent costs.
In addition to ‘Duke’ funding available to the project, the company has been awarded grant funding by UK Department for Energy Security and Net Zero via the Green Heat Network Fund capital grant programme. Supporting the development of low and zero carbon (LZC) heat (and cooling) networks, the GHNF is a core element of the Government’s Heat Network Transformation Programme (HNTP), which addresses some of the challenges of decarbonising the UK’s heat sector through the provision of targeted commercialisation and construction funding.
The company has been awarded £23.2M for the purpose of such commercialisation and construction development activities.
The Directors have assessed future performance and borrowing requirements of the company, are satisfied that the combined sources of funding, being ‘Duke’ Fund and Green Heat Network Fund, provide sufficient funding to service these requirements for the foreseeable future and consider it appropriate to prepare the financial statements on a going concern basis.

Expenses

Certain administrative expenses are being borne by 1Energy Group Limited and will not be reimbursed. 1Energy Group Limited is a related party by virtue of the directors of this company being on the board of 1Energy Group Limited.

Derby Energy Limited

Notes to the Financial Statements for the Period from 9 February 2024 to 31 December 2024

Tangible fixed assets - assets under construction

Assets in the course of construction are stated at cost and form the Exeter district heat network.
Costs incurred in bringing the assets to the commercial operations date include both pre-construction and construction activity. Costs consist of early stage works required including but not limited to land options and surveys, technical and environmental surveys, planning applications, asset design, project management and legal and professional fees. These activities facilitate the construction stages for each of the key asset groups: the energy centre; encompassing required ground and foundation works, construction of the building to house the energy generation asset, the mechanical and electrical works required for installation and the asset itself, the Network; encompassing installation of pipe and associated kit and Building Connections; encompassing installation of substations and associated pipe work.
These assets are not depreciated until they are available for use on the commercial operations date, when they will then be transferred into Property Plant and Equipment.

Trade and other debtors

Trade and other debtors are recognised initially at the transaction price plus attributable costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity.

Derby Energy Limited

Notes to the Financial Statements for the Period from 9 February 2024 to 31 December 2024

3 Critical accounting judgements and key sources of estimation uncertainty

The Directors make estimates and assumptions concerning the future of the Company. The resulting accounting estimates will, by definition, seldom equate to actual results.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgements
Capitalisation - at Balance Sheet date, the company is in development and recognises assets under construction. Judgement is exercised in determining whether costs are directly attributable to the bringing an asset into use and capitalised. Management applies judgement to determine which costs are directly attributable to the construction, distinguishing them from administrative or general overheads that are expensed as incurred. Costs incurred that do not meet these criteria are expensed as incurred. Group staff costs are capitalised for time directly attributable to project development, requiring management judgement on time allocation.
Estimation
During the development phase, the Directors do not consider there to be any estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities whilst under construction, within the next financial year.

4 | Staff numbers

The average number of persons employed by the company during the period, was 0.

Derby Energy Limited

Notes to the Financial Statements for the Period from 9 February 2024 to 31 December 2024

5 | Tangible fixed assets

| Assets under construction £
Cost
Additions | 164,185
At 31 December 2024 | 164,185
Carrying amount
At 31 December 2024 | 164,185

6 | Debtors: amounts falling due within one year

| 2024 £
Other debtors | 10
| 10

7 | Creditors

| 2024 £
Due after one year |
Amounts owed to group undertakings | 164,185

8 | Share capital

Allotted, called up and not fully paid shares

| 2024
| No. | £
Ordinary shares of £0.01 each | 1,000 | 10

On incorporation on 9 February 2024, the company issued 1,000 ordinary shares of £0.01 each at par, an aggregate value of £10.

Derby Energy Limited

Notes to the Financial Statements for the Period from 9 February 2024 to 31 December 2024

9 | Related party transactions

Other transactions with directors

At the period end £10 is due to Derby Energy Limited from the directors in their capacity as shareholders in respect of unpaid share capital.

Summary of transactions with other related parties

1ENERGY Group Limited - Group company
Other related party transactions are recognised as amounts owed to group undertakings, pertaining to costs incurred by 1ENERGY Group Limited on behalf of the company prior to trading, during the Origination and Development phase. The amount is interest free and will be recharged to the company at financial close, which is expected to occur in 2026. The balance owing to 1ENERGY Group Limited at 31 December 2024 to be recharged at company financial close was £164,185.

10 | Subsequent events

Since year end (31 December 2024), O Delpon De Vaux resigned on 01 December 2025 and A J Wettern resigned on 19 December 2025. E N Tinker was appointed as a director on 01 December 2025.

11 | Parent and ultimate parent undertaking

The company's immediate parent is Asper DHUK Holding Company Limited, incorporated in England and Wales.